Exhibit 1.1
UNDERWRITING AGREEMENT
August 8, 2018
The Benchmark Company, LLC
000 Xxxx 00xx Xx., 00xx Xxxxx
Xxx Xxxx, XX 00000
As Representative of the several Underwriters named
on Schedule 1 attached hereto
Ladies and Gentlemen:
The undersigned, Electrameccanica
Vehicles Corp., a corporation formed under the laws of British Columbia (the “Company”), hereby confirms its
agreement (this “Agreement”) with The Benchmark Company, LLC (hereinafter the “Representative”)
and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative
and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”)
as follows:
1. Purchase
and Sale of Securities.
(a) Firm
Securities.
(i) Nature
and Purchase of Firm Securities.
(A) On
the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the
Company agrees to issue and sell to the several Underwriters an aggregate of 2,353,000 units (each, a “Firm Unit”),
each unit consisting of one common share, no par value per share (the “Common Shares”) and two warrants each
to purchase one Common Share at an exercise price of $4.25 per share (100% of the public offering price per unit in the Offering)
(each, a “Warrant” and collectively, the “Warrants”). The 2,353,000 Common Shares referred
to in this Section 1(a)(i)(A) are hereinafter referred to as the “Firm Shares” and the Warrants referred to
in this Section 1(a)(i)(A) are hereinafter referred to as the “Firm Warrants,” and together with the Firm Shares,
the “Firm Securities.” No Firm Units will be issued or certificated, and the Firm Shares and the Firm Warrants
will be separated immediately upon issuance.
(B)
The Underwriters, severally and not jointly, agree to purchase from the Company (i) the number of Firm Units set forth opposite
their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price equal to 93% of
the per Firm Unit offering price set forth on the cover page of the Prospectus (as defined in Section 2(a)(i)(B) hereof) (the “Public
Offering Price per Firm Unit”), which shall be allocated as $3.9339 per Firm Share and $0.0093 per Firm Warrant, and (ii)
the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase
price equal to 94.5% of the Public Offering Price per Firm Unit from the sale of the Firm Units to investors introduced by the
Company to the Underwriters (the “Company Investors”), which shall be allocated as $3.99735 per Firm Share and $0.00945
per Firm Warrant.
(ii) Firm
Securities Payment and Delivery.
(A) Delivery
and payment for the Firm Securities shall be made no later than 2:00 p.m., Eastern time, on the second (2nd) Business
Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section
2(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared
effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company,
at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, XX 00000 (“Representative
Counsel”), or at such other place (or by electronic transmission) as shall be agreed upon by the Representative and the
Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.”
(B) Payment
for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of
the Company upon delivery of the certificates (in form and substance satisfactory to the Representative) representing the Firm
Securities (or through the facilities of the Depository Trust Company (“DTC”) or via a DWAC transfer), for the
account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations
as the Representative may request in writing prior to the Closing Date. The Company shall not be obligated to sell or deliver the
Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment
for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday
or a day on which banking institutions are authorized or obligated by law to close in New York, New York.
(iii) Over-allotment
Option.
(A) Option
Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares
and Firm Warrants, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to
purchase, in the aggregate, up to 352,950 additional Common Shares, representing fifteen percent (15%) of the Firm Shares sold
in the offering (the “Option Shares”) and/or up to 705,900 Warrants to purchase an aggregate of an additional 705,900
Common Shares, representing 15% of the Firm Warrants sold in the Offering (the “Option Warrants”). The Over-allotment
Option is, at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, solely Option Shares, solely
Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option
Securities”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.”
The Securities and the Underlying Common Shares (as defined below), are collectively referred to as the "Public Securities."
The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus. The Firm Warrants and the Option Warrants, if any, shall be issued
pursuant to, and shall have the rights and privileges set forth in, a warrant agreement, dated on or before the Closing Date, between
the Company and VStock Transfer, LLC as warrant agent (the “Warrant Agreement”). The offering and sale of the
Public Securities is herein referred to as the "Offering."
(B) Exercise
of Option. The Over-allotment Option granted pursuant to Section 1(a)(iii)(A) hereof may be exercised by the Representative
as to all (at any time) or any part (from time to time) for any number of the Option Securities within 45 days after the Effective
Date. The purchase price to be paid per Option Share shall be equal to the applicable price paid per Firm Share, and the purchase
price to be paid per Option Warrant shall be equal to the applicable price paid per Firm Warrant. The Underwriters shall not be
under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment
Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed
in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of Option Securities
to be purchased and the date and time for delivery of and payment for the Option Securities (the "Option Closing Date"),
which shall not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon
by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile
or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for
the Option Securities does not occur on the Closing Date, an Option Closing Date will be as set forth in the notice. Upon exercise
of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set
forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such
notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of
Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter, subject to such adjustments
as the Representative, in its sole discretion, shall determine.
(C) Payment
and Delivery. Payment for the Option Securities shall be made on an Option Closing Date by wire transfer in Federal (same day)
funds, payable to the order of the Company upon delivery to the Underwriters of certificates (in form and substance satisfactory
to the Representative) representing the applicable number of Option Securities (or through the facilities of DTC or DWAC transfer)
for the account of the Underwriters. The applicable number of Option Securities shall be registered in such name or names and in
such authorized denominations as the Representative may request in writing prior to the applicable Option Closing Date. The Company
shall not be obligated to sell or deliver Option Securities except upon tender of payment by the Representative for the applicable
Option Securities. An Option Closing Date may be simultaneous with, but not earlier than, the Closing Date; and in the event that
such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and
date of delivery of the Firm Securities and the applicable Option Securities.
(iv) Representative’s
Warrant.
(A) Warrant
Amount; Term. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date or Option
Closing Date, as applicable, a five-year warrant (the “Representative’s Warrant”) for the purchase of
a number of the Common Shares equal to 5.0% of the number of the Firm Shares and Option Shares issued on such Closing Date or Option
Closing Date (or 1.5% of the number of the Firm Shares and Option Shares issued on such Closing Date or Option Closing Date to
the Company’s Investors), pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s
Warrant Agreement”), at an initial exercise price of $5.31 per share, which is equal to 125% of the Public Offering Price
per Firm Unit. The Representative’s Warrant and the Underlying Common Shares are hereinafter referred to together as the
“Representative’s Securities.” The Representative understands and agrees that there are significant restrictions
pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the underlying securities during the one
hundred eighty (180) day period after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer,
assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short
sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period
of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection
with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer;
or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.
(B) Delivery.
Delivery of the Representative’s Warrant Agreement shall be made on the Closing Date or Option Closing Date, as applicable,
and shall be issued in the name or names and in such authorized denominations as the Representative may request.
2. Representations
and Warranties of the Company. The Company represents and warrants to the Underwriters as of the Applicable Time (as defined
below) and as of the Closing Date and as of each Option Closing Date, if any, as follows (unless otherwise indicated, all references
to the Company in this Section 2 shall refer to the Company and its subsidiaries:
(a) Filing
of Registration Statement.
(i) Pursuant
to the Securities Act.
(A) The
Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement,
and any amendment or amendments thereto, on Form F-1 (File No. 333-222814), including any related prospectus or prospectuses, for
the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended
(the “Securities Act”), which registration statement and amendment or amendments have been prepared by the Company
in conformity in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission
under the Securities Act (the “Securities Act Regulations”) and will contain all material statements that are
required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may
otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement
became effective (including the Preliminary Prospectus (as defined below) included in the registration statement, financial statements,
schedules, exhibits and all other documents filed as a part thereof or incorporated therein by reference and all information deemed
to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule
430A Information”)), is referred to herein as the “Registration Statement.” If the Company files any
registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration
Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been
declared effective by the Commission on the date hereof.
(B)
Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information
that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary
Prospectus.” The Preliminary Prospectus that was included in the Registration Statement immediately prior to the Applicable
Time is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the
Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any reference to the “most
recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration
Statement.
(C) “Applicable
Time” means 4:30 p.m., Eastern time, on the date of this Agreement.
(D) “Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities
Act Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined
in Rule 405 of the Securities Act Regulations) relating to the Public Securities that is (i) required to be filed with the
Commission by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i),
whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule
433(d)(5)(i) because it contains a description of the Public Securities or of the Offering that does not reflect the final terms,
in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained
in the Company’s records pursuant to Rule 433(g).
(E) “Issuer
General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution
to prospective investors (other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona
Fide Electronic Road Show”), as evidenced by its being specified in Schedule 2 hereto.
(F) “Issuer
Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free
Writing Prospectus.
(G) “Pricing
Disclosure Package” means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, and
the Pricing Prospectus, all considered together.
(ii) Pursuant
to the Exchange Act. The Company has filed with the Commission a Form 8-A providing for the registration pursuant to Section
12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Common Shares and the
Warrants, which registration statement complies in all material respects with the Exchange Act. The registration of the Common
Shares and the Warrants under the Exchange Act has been declared effective by the Commission on or prior to the date hereof. The
Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares and
the Warrants under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating
such registration.
(b) Stock
Exchange Listing. The Common Shares and Warrants have been approved for listing on The NASDAQ Capital Market (the “Exchange”),
subject to official notice of issuance, and the Company has taken no action designed to, or likely to have the effect of, delisting
either the Common Shares or Warrants from the Exchange, nor has the Company received any notification that the Exchange is contemplating
terminating either such listing.
(c) No
Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any
order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted
or, to the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied
with each request (if any) from the Commission for additional information.
(d) Disclosures
in Registration Statement.
(i) Compliance
with Securities Act and 10b-5 Representation.
(A) Each
of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material
respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including
the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto,
and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the requirements of
the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection
with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the
Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.
(B) Neither
the Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date or
at any Option Closing Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will
omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. To the
Company’s knowledge, no post-effective amendment to the Registration Statement reflecting any facts or events arising after
the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is
required to be filed with the Commission. The press releases disseminated by the Company during the twelve months preceding the
date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they
were made and when made, not misleading.
(C) The
Pricing Disclosure Package, as of the Applicable Time, at the Closing Date or at any Option Closing Date, did not, does not and
will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Limited Use Free Writing
Prospectus does not conflict with the information contained in the Registration Statement, any Preliminary Prospectus, the Pricing
Prospectus or the Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with
the Pricing Prospectus as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
provided, however, that this representation and warranty shall not apply to statements made or statements omitted in reliance upon
and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly
for use in the Registration Statement, the Pricing Prospectus or the Prospectus or any amendment thereof or supplement thereto.
The parties acknowledge and agree that such information provided by or on behalf of any Underwriter consists solely of the disclosure
contained in the subsections “Commissions and Discounts,” “Over-allotment Option,” “Underwriters’
Warrant,” and “Stabilizing Transactions and Penalty Bids” included in the “Underwriting” section
of the Prospectus (the “Underwriters’ Information”); and
(D) None
of the Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto (including any prospectus wrapper), as of
their respective issue dates, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Date or at
any Option Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit
to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that this representation and warranty shall not apply to the Underwriters’
Information.
(ii) Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Pricing Disclosure Package and the
Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other
documents required by the Securities Act and the Securities Act Regulations to be described in the Registration Statement, the
Pricing Disclosure Package and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that
have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company
is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, and (ii) is material to the Company’s business, has been duly authorized and
validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and,
to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as
enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and
(z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments
has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default
thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or
both, would constitute a default thereunder, except as disclosed in the Registration Statement, the Pricing Disclosure Package
and the Prospectus. To the best of the Company’s knowledge, performance by the Company of the material provisions of such
agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree
of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or business
(each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations,
that would reasonably be expected to constitute a Material Adverse Change.
(iii) Prior
Securities Transactions. Since inception, no securities of the Company have been sold by the Company or by or on behalf of,
or for the benefit of, any person or persons controlling, controlled by or under common control with the Company, except as disclosed
in the Registration Statement, the Pricing Disclosure Package and the Preliminary Prospectus.
(iv) Regulations.
The disclosures in the Registration Statement, the Pricing Disclosure Package and the Prospectus concerning the effects of federal,
state, local and all foreign laws, rules and regulations relating to the Company’s business as currently contemplated are
correct in all material respects and no other such regulations are required to be disclosed in the Registration Statement, the
Pricing Disclosure Package and the Prospectus which are not so disclosed.
(v) No
Other Distribution of Offering Materials. The Company has not, directly or indirectly, distributed and will not distribute
any offering material in connection with the Offering other than any Preliminary Prospectus, the Prospectus and other materials,
if any, permitted under the Securities Act and consistent with Section 3(b) below.
(e) Changes
After Dates in Registration Statement.
(i) No
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no event, occurrence
or development that has had or that could reasonably be expected to result in a Material Adverse Effect (as defined below) and
no material adverse change in the financial position or results of operations of the Company, nor to the Company’s knowledge,
any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material
adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of
the Company (a “Material Adverse Change”); (ii) there have been no material transactions entered into by the
Company, other than as contemplated pursuant to this Agreement; and (iii) no officer or director of the Company has resigned from
any position with the Company. The Company does not have pending before the Commission any request for confidential treatment of
information. Except for the issuance of the Public Securities contemplated by this Agreement, no event, liability, fact, circumstance,
occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its
businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company
under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at
least 1 Trading Day (as defined below) prior to the date that this representation is made.
“Material Adverse Effect”
means (i) a material adverse effect on the legality, validity or enforceability of this Agreement, the Warrant Agreement or the
Representative’s Warrant Agreement, (ii) a material adverse effect on the results of operations, assets, business, prospects
or condition (financial or otherwise) of the Company or (iii) a material adverse effect on the Company’s ability to perform
in any material respect on a timely basis its obligations under this Agreement, the Warrant Agreement or the Representative’s
Warrant Agreement. “Trading Day” means a day on which the Exchange is open for trading.
(ii) Recent
Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not: (i) issued any securities
(other than (x) grants under any share compensation plan and (y) shares issued upon exercise or conversion of options, warrants
or convertible securities described in the Registration Statement, the Pricing Disclosure Package and the Prospectus) or incurred
any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other
distribution on or in respect to its capital stock.
(f) Independent
Accountants. To the knowledge of the Company, Xxxx Xxxxxxxx Xxxx-Xxxxxx Xxxxxxx LLP (the “Auditor”), whose
report is filed with the Commission as part of the Registration Statement, the Pricing Disclosure Package and the Prospectus, is
an independent registered public accounting firm as required by the Securities Act and the Securities Act Regulations and the Public
Company Accounting Oversight Board. Except as may otherwise be disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, the Auditor has not, during the periods covered by the financial statements included in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, provided to the Company any non-audit services, as such term is used
in Section 10A(g) of the Exchange Act.
(g) Financial
Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, fairly present the financial position and the results of operations
of the Company at the dates and for the periods to which they apply; comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing; and such
financial statements have been prepared in conformity with International Financial Reporting Standards as issued by the International
Accounting Standards Board (“IFRS”), consistently applied throughout the periods involved (provided that unaudited
interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and
do not contain all footnotes required by IFRS); and the supporting schedules included in the Registration Statement present fairly
the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are
required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act
or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any,
included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared
in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly the
information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein
are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration
Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is
defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation
S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure Package and the
Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations),
and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future
effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures,
capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, (a) the Company has not incurred any material liabilities or obligations, direct or contingent,
or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid
any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the
capital stock of the Company (other than (i) grants under any share compensation plan and (ii) common shares issued upon exercise
or conversion of option, warrants or convertible securities described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus), (d) there has not been any Material Adverse Change in the Company’s long-term or short-term debt, and
(e) the Company has not altered its method of accounting.
(h) Authorized
Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions
stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date
the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the
Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time, on the Closing Date and any Option
Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued
Common Shares of the Company or any security convertible or exercisable into Common Shares of the Company, or any contracts or
commitments to issue or sell Common Shares or any such options, warrants, rights or convertible securities (“Common Share
Equivalent”). No individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (a
“Person”) has any right of first refusal, preemptive right, right of participation, or any similar right to
participate in the transactions contemplated by this Agreement, the Warrant Agreement or the Representative’s Warrant Agreement.
The issuance and sale of the Public Securities will not obligate the Company to issue Common Shares or other securities to any
Person (other than the Underwriters) and will not result in a right of any holder of Company securities to adjust the exercise,
conversion, exchange or reset price under any of such securities. There are no shareholders agreements, voting agreements or other
similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the
Company, between or among any of the Company’s shareholders.
(i) Valid
Issuance of Securities, etc.
(i) Outstanding
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement
have been duly authorized and validly issued and are fully paid and non-assessable and have been issued in compliance with all
federal and state securities laws; the holders thereof have no rights of rescission with respect thereto, and are not subject to
personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights
of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized number of Common
Shares, Company preferred shares and other securities of the Company to be outstanding upon consummation of the offering of the
Firm Securities and Option Securities conform in all material respects to all statements relating thereto contained in the Registration
Statement, the Pricing Disclosure Package and the Prospectus. The offers and sales of the outstanding Common Shares were at all
relevant times either registered under the Securities Act and the applicable state securities or “blue sky” laws or,
based in part on the representations and warranties of the purchasers of such shares, exempt from such registration requirements.
The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other
rights granted thereunder, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, accurately
and fairly present, in all material respects, the information required to be shown with respect to such plans, arrangements, options
and rights.
(ii) Securities
Sold Pursuant to this Agreement. The Firm Securities, the Option Securities and the Representative’s Warrants have been
duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable, free
and clear of all liens imposed by the Company; the holders thereof are not and will not be subject to personal liability by reason
of being such holders; the Public Securities and Representative’s Securities are not and will not be subject to the preemptive
rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action
required to be taken for the authorization, issuance and sale of the Public Securities and Representative’s Securities has
been duly and validly taken; the Common Shares issuable upon exercise of the Warrants and Representative’s Warrants (the
“Underlying Common Shares”) have been duly authorized and reserved for issuance by all necessary corporate action
on the part of the Company and when paid for and issued in accordance with such Warrants, the Warrant Agreement and Representative’s
Warrants or exercised on a cashless basis as set forth in such Representative’s Warrants, as the case may be, such Underlying
Common Shares will be validly issued, fully paid and non-assessable; and the Public Securities and Representative’s Securities
conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure
Package and the Prospectus.
(j) Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the
Company have the right to require the Company to register any such securities of the Company under the Securities Act or to include
any such securities in a registration statement to be filed by the Company (except for any such rights that have been waived).
(k) Validity
and Binding Effect of Agreements. This Agreement, the Warrant Agreement and the Representative’s Warrant Agreement have
been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements
of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may
be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability
of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the
remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and
to the discretion of the court before which any proceeding therefor may be brought.
(l) No
Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Warrant Agreement and the Representative’s
Warrant Agreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated
and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or
the lapse of time or both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default
under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property
or assets of the Company or give to others any rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise)
or other understanding pursuant to the terms of any agreement or instrument to which the Company is a party; (ii) result in any
violation of the provisions of the Company’s Articles (as the same may be amended or restated from time to time, the “Charter”)
or the by-laws of the Company (as the same may be amended or restated from time to time, the “Bylaws”) or other
similar governing document; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental
Entity as of the date hereof, except in the cases of clauses (i) and (iii) for such breaches, conflicts or violations which would
not reasonably be expected to have a Material Adverse Change.
(m) Regulatory.
Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or as would not reasonably
be expected to result, individually or in the aggregate, in a Material Adverse Change: (i) the Company has not received notice
from any Governmental Entity alleging or asserting noncompliance with any Applicable Regulations (as defined in clause (ii) below)
or Authorizations (as defined in clause (iii) below); (ii) the Company is and has been in material compliance with federal, state
or foreign statutes, laws, ordinances, rules and regulations applicable to the Company (collectively, “Applicable Regulations”);
(iii) the Company possesses all licenses, certificates, approvals, clearances, consents, authorizations, qualifications, registrations,
permits, and supplements or amendments thereto required by any such Applicable Regulations and/or to carry on its businesses as
now conducted (“Authorizations”) and such Authorizations are valid and in full force and effect and the Company
is not in violation of any term of any such Authorizations; (iv) the Company has not received notice of any claim, action, suit,
proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Entity or third party alleging
that any product, operation or activity is in violation of any Applicable Regulations or Authorizations or has any knowledge that
any such Governmental Entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation
or proceeding, nor, to the Company’s knowledge, has there been any material noncompliance with or violation of any Applicable
Regulations by the Company that could reasonably be expected to require the issuance of any such communication or result in an
investigation, corrective action, or enforcement action by any Governmental Entity; and (v) the Company has not received notice
that any Governmental Entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations
or has any knowledge that any such Governmental Entity has threatened or is considering such action. Neither the Company nor, to
the Company's knowledge, any of its directors, officers, employees or agents has been convicted of any crime under any Applicable
Regulations.
(n) No
Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of
any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument
evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by
which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not (i) in
violation of any term or provision of its Charter or Bylaws, or (ii) in violation of any franchise, license, permit, applicable
law, rule, regulation, judgment or decree of any Governmental Entity applicable to the Company.
(o) Corporate
Power; Licenses; Consents.
(i) Conduct
of Business. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company
has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates
and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business
purpose as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(ii) Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions
and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained
and no further action is required by the Company, the Company’s Board of Directors (the “Board”) or its
shareholders in connection herewith or therewith. No consent, authorization or order of, and no filing with, any court, government
agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the
transactions and agreements contemplated by this Agreement, the Warrant Agreement and the Representative’s Warrant and as
contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable
securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
(p) D&O
Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by each of the Company’s directors, officers and 5% shareholders immediately prior to the Offering (the “Insiders”)
as supplemented by all information concerning the Company’s directors, officers and principal shareholders as described in
the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided to the Underwriters, is true and correct
in all material respects and the Company has not become aware of any information which would cause the information disclosed in
the Questionnaires to become materially inaccurate and incorrect.
(q) Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s
knowledge, any executive officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus which is required to be disclosed, in each case which individually or in the aggregate, is reasonably
expected to result in a Material Adverse Change, or which adversely affects or challenges the legality, validity or enforceability
of this Agreement, the Warrant Agreement the Representative’s Warrant Agreement or the Public Securities.
(r) Good
Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws
of British Columbia as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction
in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to
qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.
(s) Insurance.
The Company carries or is entitled to the benefits of insurance, with reputable insurers, and in such amounts and covering such
risks which the Company believes are reasonably adequate, and all such insurance is in full force and effect. The Company has no
reason to believe that it will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii)
to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted
and at a cost that would not reasonably be expected to result in a Material Adverse Change.
(t) Transactions
Affecting Disclosure to FINRA.
(i) Finder’s
Fees. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no claims,
payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee
or commission by the Company or any Insider with respect to the sale of the Public Securities hereunder or any other arrangements,
agreements or understandings of the Company or, to the Company’s knowledge, any of its shareholders that may affect the Underwriters’
compensation, as determined by FINRA.
(ii) Payments
Within 180 Days. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the
Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (A) any person, as a finder’s
fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company
persons who raised or provided capital to the Company; (B) any FINRA member; or (C) any person or entity that has any direct or
indirect affiliation or association with any FINRA member, within the 180-day period immediately preceding the original filing
of the Registration Statement, other than the payment to the Underwriters as provided hereunder in connection with the Offering.
(iii) Use
of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its
affiliates, except as specifically authorized herein.
(iv) FINRA
Affiliation. There is no (A) officer or director of the Company, (B) beneficial owner of 5% or more of any class of the Company's
securities or (C) beneficial owner of the Company's unregistered equity securities which were acquired during the 180-day period
immediately preceding the original filing of the Registration Statement that, in each case and to the best of the Company’s
knowledge, is an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with
the rules and regulations of FINRA).
(v) Information.
All information provided by the Company in its FINRA Questionnaire to Representative Counsel specifically for use by Representative
Counsel in connection with its Public Offering System filings (and related disclosure) with FINRA is true, correct and complete
in all material respects.
(u) Foreign
Corrupt Practices Act. None of the Company and its subsidiaries or, to the Company’s knowledge, any director, officer,
agent, employee or affiliate of the Company and its subsidiaries or any other person acting on behalf of the Company and its subsidiaries,
has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to
customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official
or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate
for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company
(or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty
in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material
Adverse Change or (iii) if not continued in the future, might adversely affect the assets, business, operations or prospects
of the Company. The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to
cause the Company to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.
(v) Compliance
with OFAC. None of the Company and its subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee
or affiliate of the Company and its subsidiaries or any other person acting on behalf of the Company and its subsidiaries, is currently
subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”),
and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the
activities of any person currently subject to any U.S. sanctions administered by OFAC.
(w) Money
Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related
or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money
Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company with
respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
(x) Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative or to
Representative Counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered
thereby.
(y) Lock-Up
Agreements. Schedule 3 hereto contains a complete and accurate list of the Company’s officers, directors and 5%
or more shareholders (collectively, the “Lock-Up Parties”). The Company has caused each of the Lock-Up Parties
to deliver to the Representative an executed Lock-Up Agreement, in the form attached hereto as Exhibit B (the
“Lock-Up Agreement”), prior to the execution of this Agreement.
(z) Subsidiaries.
Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has no direct
or indirect subsidiaries or variable interest entities and does not hold any equity interests in any other entity. The Company
owns, directly or indirectly, all of the capital stock or other equity interests of each subsidiary free and clear of any Lien,
and all of the issued and outstanding shares of capital stock of each subsidiary are validly issued and are fully paid, non-assessable
and free of preemptive and similar rights to subscribe for or purchase securities. All direct and indirect subsidiaries of the
Company are duly organized and in good standing under the laws of the place of organization or incorporation, and each subsidiary
is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification,
except where the failure to qualify would not have a Material Adverse Effect and no Proceeding has been instituted in any such
jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
(aa) Related
Party Transactions. There are no business relationships or related party transactions involving the Company or any of its subsidiaries
or any other person required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that
have not been described as required.
(bb) Board
of Directors. The Board is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus
captioned “Directors and Executive Officers.” The qualifications of the persons serving as Board members and the overall
composition of the Board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules
promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange.
At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial
expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority
of the persons serving on the Board qualify as “independent,” as defined under the listing rules of the Exchange.
(cc) Xxxxxxxx-Xxxxx
Compliance.
(i) Disclosure
Controls. The Company has developed and currently maintains disclosure controls and procedures that will comply with Rule 13a-15
or 15d-15 under the Exchange Act Regulations applicable to it, and such controls and procedures are effective to ensure that all
material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation
of the Company’s Exchange Act filings and other public disclosure documents.
(ii) Compliance.
The Company is, or at the Applicable Time and on the Closing Date will be, in material compliance with the provisions
of the Xxxxxxxx-Xxxxx Act applicable to it, and has implemented or will implement such programs and taken reasonable steps to ensure
the Company’s future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the
material provisions of the Xxxxxxxx-Xxxxx Act.
(dd) Accounting
Controls. The Company maintains systems of “internal control over financial reporting” (as defined under Rules
13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respects with the requirements of the Exchange
Act and have been designed by, or under the supervision of, its principal executive and principal financial officers, or persons
performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with IFRS, including, but not limited to, internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or
specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the
Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. The
Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant
deficiencies and material weaknesses, if any, in the design or operation of internal controls over financial reporting which are
known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’
ability to record, process, summarize and report financial information; and (ii) any fraud, if any, known to the Company’s
management, whether or not material, that involves management or other employees who have a significant role in the Company’s
internal controls over financial reporting. The Company’s certifying officers have evaluated the effectiveness of the disclosure
controls and procedures of the Company as of the end of the period covered by the most recently filed periodic report under the
Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report
under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures
based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control
over financial reporting (as such term is defined in the Exchange Act) of the Company that have materially affected, or is reasonably
likely to materially affect, the internal control over financial reporting of the Company.
(ee) No
Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds
thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, required to
register as an “investment company,” as defined in the Investment Company Act of 1940, as amended.
(ff) No
Labor Disputes. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of
the Company, is imminent. To the knowledge of the Company, no executive officer of the Company is, or is now expected to be, in
violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or
non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the
continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing
matters. The Company is in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment
and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(gg) Intellectual
Property Rights. To the Company’s knowledge, the Company has, or can acquire on reasonable terms, ownership of and/or
license to, or otherwise has the right to use, all inventions, know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures), patents and patent rights trademarks, service marks and trade
names, copyrights, (collectively “Intellectual Property”) material to carrying on its businesses as described
in the Pricing Prospectus. With the exception of: (i) correspondence from governmental offices regarding pending trademark applications;
(ii) an opposition filed by Trek Bicycle Corp. in the European Union with respect to ELECTRA MECCANICA TOFINO; (iii) an opposition
filed by Trek Bicycle Corporation in Canada with respect to ELECTRA MECCANICA SOLO; (iv) an opposition filed by Trek Bicycle Corporation
with respect to an application to register the xxxx ELECTRA MECCANICA SOLO in China, with (ii) through (iv) having been withdrawn
based on a settlement agreement between the Company and Trek Bicycle Corporation; and (v) an opposition filed by an individual,
Xxxxx Xxx-Xxx, with respect to an application to register the xxxx MONSTERRA in the European Union, having been withdrawn and opposition
proceedings concluded by the European Union Intellectual Property Office), and to the Company’s knowledge, the Company has
not received any correspondence relating to any Intellectual Property, including notice of: (A) infringement or misappropriation
of, or conflict with, any Intellectual Property of a third party (other than an allegation made by the Tofino Management Destination
Association (in February, 2018) regarding unauthorized reproduction of the Association’s Tofino logo); (B) asserted rights
of others with respect to any Intellectual Property of the Company; or (C) assertions that any Intellectual Property of the Company
is invalid or otherwise inadequate to protect the interest of the Company, that in each case (if the subject of any unfavorable
decision, ruling or finding), individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse
Change. There are no third parties who have been able to establish any material rights to any Intellectual Property, except for
the retained rights of the owners or licensors of any Intellectual Property that is licensed to the Company. With the exception
of: (i) correspondence from governmental offices regarding pending trademark applications; (ii) an opposition filed by Trek Bicycle
Corp. in the European Union with respect to ELECTRA MECCANICA TOFINO (iii) an opposition filed by Trek Bicycle Corporation in Canada
with respect to ELECTRA MECCANICA SOLO; (iv) an opposition filed by Trek Bicycle Corporation with respect to an application to
register the xxxx ELECTRA MECCANICA SOLO in China, with (ii) through (iv) having been withdrawn based on a settlement agreement
between the Company and Trek Bicycle Corporation; and (v) an opposition filed by an individual, Xxxxx Xxx-Xxx, with respect to
an application to register the xxxx MONSTERRA in the European Union, having been withdrawn and opposition proceedings concluded
by the European Union Intellectual Property Office), and to the Company’s knowledge, there is no pending or, to the Company’s
knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the validity, enforceability or scope of any
Intellectual Property of the Company (other than an allegation made by the Tofino Management Destination Association (in February,
2018) regarding unauthorized reproduction of the Association’s Tofino logo), or (B) challenging the Company’s rights
in or to any Intellectual Property (other than an allegation made by the Tofino Management Destination Association (in February,
2018) regarding unauthorized reproduction of the Association’s Tofino logo), or (C) that the Company materially infringes,
misappropriates or otherwise violates or conflicts with any Intellectual Property or other proprietary rights of others (other
than an allegation made by the Tofino Management Destination Association (in February, 2018) regarding unauthorized reproduction
of the Association’s Tofino logo). The Company has complied in all material respects with the terms of each agreement described
in the Registration Statement, Pricing Disclosure Package or Prospectus pursuant to which any Intellectual Property is licensed
to the Company, and all such agreements related to products currently made or sold by the Company, or to product candidates currently
under development, are in full force and effect.
(hh) Taxes.
Each of the Company and its subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities
prior to the date hereof or has duly obtained extensions of time for the filing thereof. Except as described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, each of the Company and its subsidiaries has paid all taxes (as hereinafter
defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such
subsidiary. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration
Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates
of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and
are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company
or its subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been
given by or requested from the Company or its subsidiaries. The term “taxes” mean all federal, state, local,
foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease,
service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits,
customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties,
additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations,
reports, statements and other documents required to be filed in respect to taxes.
(ii) ERISA
Compliance. The Company and any “employee benefit plan” (as defined under the Employee Retirement Income Security
Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”))
established or maintained by the Company or its “ERISA Affiliates” (as defined below) are in compliance in all material
respects with ERISA. “ERISA Affiliate” means, with respect to the Company, any member of any group of organizations
described in Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published
interpretations thereunder (the “Code”) of which the Company is a member. No “reportable event”
(as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan”
that is subject to ERISA and that is established or maintained by the Company or any of its ERISA Affiliates. No “employee
benefit plan” that is subject to ERISA and that is established or maintained by the Company or any of its ERISA Affiliates,
if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities”
(as defined under ERISA). Neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any material
liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan”
or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the
Company or any of its ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to
the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.
(jj) Compliance
with Laws. The Company: (A) is and at all times has been in compliance with all statutes, rules, or regulations applicable
to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion,
sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed by the Company (“Applicable
Laws”), except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change;
(B) has not received any warning letter, untitled letter or other correspondence or notice from any other governmental authority
alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations,
permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”); (C) possesses
all material Authorizations and such Authorizations are valid and in full force and effect and are not in material violation of
any term of any such Authorizations; (D) has not received notice of any claim, action, suit, proceeding, hearing, enforcement,
investigation, arbitration or other action from any governmental authority or third party alleging that any product operation or
activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such governmental authority or
third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not received
notice that any governmental authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations
and has no knowledge that any such governmental authority is considering such action; (F) has filed, obtained, maintained or submitted
all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required
by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions
and supplements or amendments were complete and correct on the date filed (or were corrected or supplemented by a subsequent submission);
and (G) has not, either voluntarily or involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or issued,
any recall, market withdrawal or replacement, safety alert, post-sale warning, “dear doctor” letter, or other notice
or action relating to the alleged lack of safety or efficacy of any product or any alleged product defect or violation and, to
the Company’s knowledge, no third party has initiated, conducted or intends to initiate any such notice or action. The disclosures
in the Registration Statement, the Pricing Disclosure Package and the Prospectus concerning the effects of Federal, State, local
and all foreign regulation on the Company’s business as currently contemplated are correct in all material respects.
(kk) Application
of Takeover Protections. The Company and the Board have taken all necessary action, if any, in order to render inapplicable
any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other
similar anti-takeover provision under the Company’s Charter (or similar charter documents) (excluding, for purposes of this
representation, the “blank check” preferred shares that are authorized by the Company’s Charter) or the laws
of its jurisdiction of incorporation that is or could become applicable as a result of the Underwriters and the Company fulfilling
their obligations or exercising their rights under this Agreement, the Warrant Agreement or the Representative’s Warrant
Agreement.
(ll) Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, and as of each Option Closing Date, if any,
after giving effect to the receipt by the Company of the proceeds from the sale of the Public Securities hereunder, (i) the fair
saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s
existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s assets do
not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its
capital needs taking into account the particular capital requirements of the business conducted by the Company, consolidated and
projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together with
the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses
of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid.
The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing
and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which
lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction
within one year from the Closing Date. The Registration Statement, Pricing Disclosure Package and the Prospectus sets forth as
of the date hereof all outstanding secured and unsecured Indebtedness (as defined below) of the Company or for which the Company
has commitments.
“Indebtedness”
means (i) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in
the ordinary course of business), (ii) all guaranties, endorsements and other contingent obligations in respect of indebtedness
of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto),
except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course
of business; and (iii) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized
in accordance with IFRS.
(mm) Real
Property. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company
and each of its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all
items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in
each case free and clear of all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate,
materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by
the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries,
considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any subsidiary
has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company
or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or
such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
(nn) Contracts
Affecting Capital. There are no transactions, arrangements or other relationships between and/or among the Company, any of
its affiliates (as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including,
but not limited to, any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially
affect the Company’s or any of its subsidiaries’ liquidity or the availability of or requirements for their capital
resources required to be described or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and
the Prospectus which have not been described or incorporated by reference as required.
(oo) Loans
to Directors or Officers. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary
course of business) or guarantees or indebtedness by the Company or any of its subsidiaries to or for the benefit of any of the
officers or directors of the Company, any of its subsidiaries or any of their respective family members.
(pp) Employee
Benefit Laws. The Company is not in violation of or has not received notice of any violation with respect to any federal or
state law relating to discrimination in the hiring, promotion or pay of employees, nor any applicable federal or state wages and
hours law, nor any state law precluding the denial of credit due to the neighborhood in which a property is situated, the violation
of any of which could reasonably be expected to have a Material Adverse Change.
(qq) Ineligible
Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the time of effectiveness
of the Registration Statement and any amendment thereto, at the earliest time thereafter that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Public Securities and at
the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account
of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible
issuer.
(rr) Industry
Data. The statistical and market-related data included in each of the Registration Statement, the Pricing Disclosure
Package and the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable
and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such sources.
(ss) Electronic
Road Show. The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) of the Securities
Act Regulations such that no filing of any “road show” (as defined in Rule 433(h) of the Securities Act Regulations)
is required in connection with the Offering.
(tt) Margin
Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors
of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will be used,
directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring
any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause
any of the Common Shares or Warrants to be considered a “purpose credit” within the meanings of Regulation T, U or
X of the Federal Reserve Board.
(uu) Environmental
Laws. The Company and its subsidiaries are in compliance with all foreign, federal, state and local rules, laws and regulations
relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of health and safety
or the environment which are applicable to their businesses (“Environmental Laws”), except where the failure
to comply would not, singularly or in the aggregate, result in a Material Adverse Change. There has been no storage, generation,
transportation, handling, treatment, disposal, discharge, emission, or other release of any kind of toxic or other wastes or other
hazardous substances by, due to, or caused by the Company or any of its subsidiaries (or, to the Company’s knowledge, any
other entity for whose acts or omissions the Company or any of its subsidiaries is or may otherwise be liable) upon any of the
property now or previously owned or leased by the Company or any of its subsidiaries, or upon any other property, in violation
of any law, statute, ordinance, rule, regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance,
rule (including rule of common law), regulation, order, judgment, decree or permit, give rise to any liability, except for any
violation or liability which would not have, singularly or in the aggregate with all such violations and liabilities, a Material
Adverse Change; and there has been no disposal, discharge, emission or other release of any kind onto such property or into the
environment surrounding such property of any toxic or other wastes or other hazardous substances with respect to which the Company
has knowledge, except for any such disposal, discharge, emission, or other release of any kind which would not have, singularly
or in the aggregate with all such discharges and other releases, a Material Adverse Change. In the ordinary course of business,
the Company and its subsidiaries conduct periodic reviews of the effect of Environmental Laws on their business and assets, in
the course of which they identify and evaluate associated costs and liabilities (including, without limitation, any capital or
operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or governmental permits
issued thereunder, any related constraints on operating activities and any potential liabilities to third parties). On the basis
of such reviews, the Company and its subsidiaries have reasonably concluded that such associated costs and liabilities would not
have, singularly or in the aggregate, a Material Adverse Change.
(vv) Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act) contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed without
a reasonable basis or has been disclosed other than in good faith.
(ww) Export
and Import Laws. The Company and, to the Company's knowledge, each of its affiliates, and any director, officer, agent or employee
of, or other person associated with or acting on behalf of the Company, has acted at all times in compliance with applicable Export
and Import Laws (as defined below) and there are no claims, complaints, charges, investigations or proceedings pending or expected
or, to the knowledge of the Company, threatened between the Company or any of its subsidiaries and any governmental authority under
any Export or Import Laws. The term “Export and Import Laws” means the Arms Export Control Act, the International
Traffic in Arms Regulations, the Export Administration Act of 1979, as amended, the Export Administration Regulations, and all
other laws and regulations of the United States government regulating the provision of services to non-U.S. parties or the export
and import of articles or information from and to the United States of America, and all similar laws and regulations of any foreign
government regulating the provision of services to parties not of the foreign country or the export and import of articles and
information from and to the foreign country to parties not of the foreign country.
(xx) Integration.
Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering
to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of
any such securities under the Securities Act.
(yy) Confidentiality
and Non-Competition. To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject
to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer
that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be
expected to result in a Material Adverse Change.
(zz) Minute
Books. The minute books of the Company have been made available to the Underwriters and counsel for the Underwriters, and such
books (i) contain a complete summary of all meetings and actions of the Board (including each Board committee) and shareholders
of the Company (or analogous governing bodies and interest holders, as applicable), and each of its subsidiaries since the time
of its respective incorporation or organization through the date of the latest meeting and action, and (ii) accurately in all material
respects reflect all transactions referred to in such minutes. There are no material transactions, agreements, dispositions or
other actions of the Company that are not properly approved and/or accurately and fairly recorded in the minute books of the Company,
as applicable.
(aaa) Stabilization.
Neither the Company nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative)
has taken, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause
or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Public Securities.
(bbb) Smaller
Reporting Company. As of the time of filing of the Registration Statement, the Company was a “smaller reporting company,”
as defined in Rule 12b-2 of the Exchange Act Regulations.
3. Covenants
of the Company. The Company covenants and agrees as follows:
(a) Amendments
to Registration Statement. The Company shall deliver to the Representative, prior to filing, any amendment or supplement to
the Registration Statement or Prospectus proposed to be filed after the Effective Date and not file any such amendment or supplement
to which the Representative shall reasonably object in writing.
(b) Federal
Securities Laws.
(i) Compliance.
The Company shall comply with the requirements of Rule 430A of the Securities Act Regulations, and will notify the Representative
promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become
effective or any amendment or supplement to the Prospectus shall have been filed; (ii) of the receipt of any comments from
the Commission; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or
supplement to the Prospectus or for additional information; (iv) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use
of any Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Public Securities and Representative’s
Securities for offering or sale in any jurisdiction, or of the initiation or, to the Company’s knowledge, threatening, of
any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning
the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the Securities
Act in connection with the Offering of the Public Securities and Representative’s Securities. The Company shall effect all
filings required under Rule 424(b) of the Securities Act Regulations, in the manner and within the time period required by Rule
424(b) (without reliance on Rule 424(b)(8)), and shall take such steps as it deems necessary to ascertain promptly whether the
form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it
was not, it will promptly file such prospectus. The Company shall use its best efforts to prevent the issuance of any stop order,
prevention or suspension and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment.
(ii) Continued
Compliance. The Company shall comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange
Act Regulations so as to permit the completion of the distribution of the Public Securities as contemplated in this Agreement,
the Warrant Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If at any time when
a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations
(“Rule 172”), would be) required by the Securities Act to be delivered in connection with sales of the Public
Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for
the Underwriters or for the Company, to (i) amend the Registration Statement in order that the Registration Statement will
not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; (ii) amend or supplement the Pricing Disclosure Package or the Prospectus in
order that the Pricing Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances
existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the Pricing
Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the Securities Act or the
Securities Act Regulations, the Company will promptly (A) give the Representative notice of such event; (B) prepare any
amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the Pricing
Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing
or use, furnish the Representative with copies of any such amendment or supplement and (C) file with the Commission any such
amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representative
or Representative Counsel shall reasonably object. The Company will furnish to the Underwriters such number of copies of such amendment
or supplement as the Underwriters may reasonably request. The Company has given the Representative notice of any filings made pursuant
to the Exchange Act or the Exchange Act Regulations within 48 hours prior to the Applicable Time. The Company shall give the Representative
notice of its intention to make any such filing from the Applicable Time until the later of the Closing Date and the exercise in
full or expiration of the Over-allotment Option specified in Section 1.2 hereof and will furnish the Representative with copies
of the related document(s) a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or
use any such document to which the Representative or Representative Counsel shall reasonably object.
(iii) Exchange
Act Registration. For a period of three (3) years after the date of this Agreement, the Company shall use its best efforts
to maintain the registration of the Common Shares and Warrants under the Exchange Act. During this time period, the Company shall
not deregister the Common Shares or Warrants under the Exchange Act without the prior written consent of the Representative.
(iv) Free
Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representative, it shall
not make any offer relating to the Public Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise
constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission
or retained by the Company under Rule 433; provided that the Representative shall be deemed to have consented to each Issuer General
Use Free Writing Prospectus and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i)
that has been reviewed and approved in writing by the Representative. The Company represents that it has treated or agrees that
it will treat each such free writing prospectus consented to, or deemed consented to, by the Underwriters as an “issuer free
writing prospectus,” as defined in Rule 433, and that it has complied and will comply with the applicable requirements of
Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record keeping. If at
any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of
which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement
or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the
Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, such Issuer Free Writing
Prospectus to eliminate or correct such conflict, untrue statement or omission.
(c) Delivery
to the Underwriters of Registration Statements. The Company has delivered or made available or shall deliver or make available
to the Representative and Representative Counsel, without charge, signed copies of the Registration Statement as originally filed
and each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts,
and will also deliver to the Underwriters, without charge, a conformed copy of the Registration Statement as originally filed and
each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment
thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission
pursuant to XXXXX, except to the extent permitted by Regulation S-T.
(d) Delivery
to the Underwriters of Prospectuses. The Company has delivered or made available or will deliver or make available to each
Underwriter, without charge, as many copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the Company
hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter,
without charge, during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded by
Rule 172, would be) required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented)
as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters
will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent
permitted by Regulation S-T. Neither the Company nor any of its directors and officers has distributed and none of them will distribute,
prior to the Closing Date, any offering material in connection with the offering and sale of the Public Securities other than the
Prospectus, the Registration Statement, and copies of the documents incorporated by reference therein.
(e) Effectiveness
and Events Requiring Notice to the Representative. The Company shall use its best efforts to cause the Registration Statement
to remain effective with a current prospectus through and including the expiration date of the Warrants (or the date all Warrants
have been exercised or duly called, if earlier), and shall notify the Representative immediately and confirm the notice in writing:
(i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission
of any stop order or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose;
(iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the
Public Securities for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening,
of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement
to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information
from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) that, in the
judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package
or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements
therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectus in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall
enter a stop order or suspend such qualification at any time, the Company shall make every reasonable effort to obtain promptly
the lifting of such order.
(f) Listing.
The Company shall use its best efforts to maintain the listing of the Common Shares and Warrants on the Exchange for three (3)
years after the date of this Agreement.
(g) Review
of Financial Statements. For a period of one (1) year after the date of this Agreement, the Company, at its expense, shall
cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s interim
financial statements for each of the three fiscal quarters that are not its fiscal year end immediately preceding the announcement
of any quarterly financial information.
(h) Financial
Public Relations Firm. Within thirty (30) days following the Closing Date, the Company shall retain a financial public relations
firm that is reasonably acceptable to the Representative and the Company (which shall include the firm of KCSA Strategic Communications),
which firm shall be experienced in assisting issuers in initial public offerings of securities and in their relations with their
security holders, and shall retain such firm or another firm reasonably acceptable to the Representative for a period of not less
than two (2) years after the Closing Date.
(i) Research
Independence. In addition, the Company acknowledges that each Underwriter’s research analysts and research departments,
if any, are required to be independent from their respective investment banking divisions and are subject to certain regulations
and internal policies, and that such Underwriter’s research analysts may hold and make statements or investment recommendations
and/or publish research reports with respect to the Company and/or the offering that differ from the views of its investment bankers.
The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against such
Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by their independent
research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company
by such Underwriter’s investment banking divisions. The Company acknowledges that the Representative is a full service securities
firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account
of its customers and hold long or short position in debt or equity securities of the Company.
(j) Reports
to the Representative; Transfer Agent and Warrant Agent.
(i) Periodic
Reports, etc. For a period of three (3) years after the date of this Agreement, the Company shall furnish or make available
to the Representative copies of such financial statements and other periodic and special reports as the Company from time to time
furnishes generally to holders of any class of its securities and also promptly furnish or make available to the Representative:
(i) a copy of every press release and every news item and article with respect to the Company or its affairs which was released
by the Company and (ii) such additional documents and information with respect to the Company and the affairs of any future subsidiaries
of the Company as the Representative may from time to time reasonably request; provided the Representative shall sign, if requested
by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and Representative
Counsel in connection with the Representative’s receipt of such information. Documents filed with the Commission pursuant
to its XXXXX system or otherwise filed with the Commission or made publicly available shall be deemed to have been delivered to
the Representative pursuant to this Section 3(j)(i).
(ii) Transfer
Agent. The Company shall maintain a transfer agent, warrant agent and registrar for the Common Shares and Warrants that is
acceptable to the Representative (it being understood that VStock Transfer, LLC is acceptable to the Representative).
(k) Payment
of Expenses.
(i) General
Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date,
if any, to the extent not previously paid, all expenses incident to the performance of the obligations of the Company under this
Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public
Securities to be sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the
review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Shares on the Exchange; (d) all
fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue
sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without
limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e)
all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the
securities laws of such foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and
printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary
and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering
certificates representing the Public Securities; (h) fees and expenses of the transfer and warrant agent for the Common Shares
and Warrants; (i) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters;
(j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and
other agents and representatives; and (l) the due diligence fees and expenses of the Underwriter (including, without limitation,
domestic and foreign legal counsel, background checks, travel expenses and other diligence expenses). The Representative’s
maximum aggregate expense reimbursement allowance will be $150,000. The Representative may deduct from the net proceeds of the
Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, the expenses set forth herein (as limited
by this Section 3(k)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering
is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.
(ii) Non-accountable
Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3(k)(i) clauses (d) and
(l), (i) on the Closing Date it shall pay to the Representative, by deduction from the net proceeds of the Offering contemplated
herein, a non-accountable expense allowance equal to eighty-five hundredths of one percent (0.85%) of the gross proceeds received
by the Company from the sale of the Firm Units.
(l) Application
of Net Proceeds. The Company shall apply the net proceeds from the offering of the Firm Units and the Option Securities received
by it in a manner consistent with the application thereof described under the caption “Use of Proceeds” in the Registration
Statement, the Pricing Disclosure Package and the Prospectus.
(m) Rule
158. The Company will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available
to its security holders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the
benefits contemplated by, Rule 158(a) under Section 11(a) of the Securities Act.
(n) Stabilization.
Neither the Company nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative)
has taken or shall take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected
to cause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the Public Securities.
(o) Internal
Controls. The Company shall maintain a system of internal accounting controls sufficient to provide reasonable assurances that:
(i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions
are recorded as necessary in order to permit preparation of financial statements in accordance with IFRS and to maintain accountability
for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;
and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.
(p) Accountants.
The Company shall retain an independent registered public accounting firm reasonably acceptable to the Representative (it being
understood that the Auditor is an independent registered public accounting firm that is reasonably acceptable to the Representative),
and the Company shall continue to retain a nationally recognized independent registered public accounting firm for a period of
at least three (3) years after the date of this Agreement.
(q) FINRA.
The Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is or becomes aware that (i)
any officer or director of the Company, (ii) any beneficial owner of 5% or more of any class of the Company's securities or (iii)
any beneficial owner of the Company's unregistered equity securities which were acquired during the 180 days immediately preceding
the original filing of the Registration Statement is or becomes an affiliate or associated person of a FINRA member participating
in the Offering (as determined in accordance with the rules and regulations of FINRA).
(r) Board
Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as Board members
and the overall composition of the Board comply with the Xxxxxxxx-Xxxxx Act and the rules promulgated thereunder and with the listing
requirements of the Exchange and (ii) if applicable, at least one member of the Board qualifies as a “financial expert”
as such term is defined under the Xxxxxxxx-Xxxxx Act and the rules promulgated thereunder.
(s) Securities
Laws Disclosure; Pre-Closing Publicity. At the request of the Representative, by 9:00 a.m. (New York City time) on the date
following the date hereof, the Company shall issue a press release disclosing the material terms of the Offering. Except as set
forth in the immediately preceding sentence, prior to the Closing Date and any Option Closing Date, the Company shall not issue
any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition,
financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in
the ordinary course of business and consistent with the past practices of the Company and of which the Representative is notified),
without the prior written consent of the Representative, which consent shall not be unreasonably withheld, unless in the judgment
of the Company and its counsel, and after notification to the Representative, such press release or communication is required by
law.
(t) No
Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely
contractual in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in
a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering
and the other transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, the Company
acknowledges that the Underwriters may have financial interests in the success of the Offering that are not limited to the difference
between the price to the public and the purchase price paid to the Company by the Underwriters for the Shares and the Underwriters
have no obligation to disclose, or account to the Company for, any of such additional financial interests. The Company hereby waives
and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect
to any breach or alleged breach of fiduciary duty.
(u) Company
Lock-Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent
of the Representative and ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”), it
will not, for a period of one hundred eighty (180) days after the date of this Agreement (the “Lock-Up Period”),
(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital
stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company;
(ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital
stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company
(other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the
Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital
stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply
to (i) the Public Securities and the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of
Common Shares upon the exercise of an outstanding stock option or warrant or the conversion of a security outstanding on the date
hereof and disclosed in the Registration Statement and the Pricing Disclosure Package, which terms may not be amended during the
Lock-Up Period, (iii) the grant by the Company of stock options or other stock-based awards, or the issuance of shares of capital
stock of the Company under any equity compensation plan of the Company disclosed in the Pricing Prospectus, (iv) the issuance of
securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising
transactions, which securities are “restricted securities” under the Securities Act and are not covered by any registration
rights, or (v) financings with Industry Related Persons (which shall mean automotive and vehicle manufacturers, manufacturers and
designers of automotive and vehicle components (including batteries)), as long as such financing is done above the five day average
closing price of the Company’s common stock immediately prior to the financing and the securities issued in such financings
are “restricted securities” under the Securities Act and are not covered by any registration rights.
(v) Blue
Sky Qualifications. The Company shall use its best efforts, in cooperation with the Underwriters, if necessary, to qualify
the Public Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic
or foreign) as the Representative may designate and to maintain such qualifications in effect so long as required to complete the
distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any general consent to
service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so
qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
(w) Reporting
Requirements. The Company, during the period when a prospectus relating to the Public Securities is (or, but for the exception
afforded by Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to be filed
with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations.
Additionally, the Company shall report the use of proceeds from the issuance of the Public Securities as may be required under
Rule 463 under the Securities Act Regulations.
(x) Xxxxxxxx-Xxxxx.
The Company shall at all times comply with all applicable provisions of the Xxxxxxxx-Xxxxx Act in effect from time to time.
(y) IRS
Forms. The Company shall deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed
and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all
required attachments to such form.
4. Conditions
of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Firm Units and the Option
Securities, as provided herein, shall be subject to (i) the continuing accuracy of the representations and warranties of the Company
as of the date hereof and as of each of the Closing Date and each Option Closing Date, if any; (ii) the accuracy of the statements
of officers of the Company made pursuant to the provisions hereof; (iii) the performance by the Company of its obligations hereunder;
and (iv) the following conditions:
(a) Regulatory
Matters.
(i) Effectiveness
of Registration Statement; Rule 430A Information. The Registration Statement has become effective not later than 5:00 p.m.,
Eastern time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative,
and, at each of the Closing Date and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement
or any post-effective amendment thereto shall have been issued under the Securities Act, no order preventing or suspending the
use of any Preliminary Prospectus or the Prospectus shall have been issued and no proceedings for any of those purposes have been
instituted or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with each
request (if any) from the Commission for additional information. The Prospectus containing the Rule 430A Information shall have
been filed with the Commission in the manner and within the time frame required by Rule 424(b) (without reliance on Rule 424(b)(8))
or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission
in accordance with the requirements of Rule 430A.
(ii) FINRA
Clearance. On or before the date of this Agreement, the Representative shall have received correspondence from FINRA that it
will raise no objection as to the amount of compensation allowable or payable to the Underwriters as described in the Registration
Statement.
(iii) Stock
Market Clearance. On the Closing Date, the Firm Securities shall have been approved for listing on the Exchange, subject only
to official notice of issuance. On each Option Closing Date (if any), the Option Securities shall have been approved for listing
on the Exchange, subject only to official notice of issuance, if needed.
(b) Company
Counsel Matters.
(i) Closing
Date Opinion of U.S. Counsel. On the Closing Date and on each Option Closing Date (if any), the Representative shall have received
the favorable opinion of Ortoli Rosenstadt LLP, counsel to the Company, dated the Closing Date or Option Closing Date, as applicable,
and addressed to the Representative, substantially in form and substance reasonably satisfactory to the Representative and Representative
Counsel.
(ii) Closing
Date Opinion of Canadian Counsel for the Company. On the Closing Date and on each Option Closing Date (if any), the Representative
shall have received the opinion of XxXxxxxx LLP, Canadian counsel for the Company, dated the Closing Date or Option Closing Date,
as applicable, addressed to the Representative, substantially in form and substance reasonably satisfactory to the Representative.
(iii) Closing
Date Opinion of IP Counsel for the Company. On the Closing Date and on each Option Closing Date (if any), the Representative
shall have received the opinion of Xxxxx Xxxxxx LLP, intellectual property counsel for the Company, dated the Closing Date or Option
Closing Date, as applicable, addressed to the Representative, substantially in form and substance reasonably satisfactory to the
Representative.
(c) Comfort
Letters.
(i) Comfort
Letter. At the time this Agreement is executed the Representative shall have received a cold comfort letter from the Auditor
containing statements and information of the type customarily included in accountants’ comfort letters with respect to the
financial statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, addressed to the Representative and in form and substance satisfactory in all respects to the Representative
and to the Auditor, dated as of the date of this Agreement.
(ii) Bring-down
Comfort Letter. At the Closing Date and on each Option Closing Date (if any), the Representative shall have received from the
auditor a letter, dated as of the Closing Date or Option Closing Date, as applicable, to the effect that such Auditor reaffirms
the statements made in the letter furnished pursuant to Section 4(c)(i), except that with respect to the initial comfort letter
the specified date referred to shall be a date not more than three (3) business days prior to the Closing Date.
(d) Officers’
Certificates.
(i) Officers’
Certificate. The Company shall have furnished to the Representative a certificate, dated the Closing Date or Option Closing
Date, as applicable, of its President and Chief Executive Officer, and its Chief Financial Officer stating that (A) such officers
have carefully examined the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus and the
Prospectus and, in their opinion, the Registration Statement and each amendment thereto, as of the Applicable Time and as of the
Closing Date or Option Closing Date, as applicable, did not include any untrue statement of a material fact and did not omit to
state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Pricing
Disclosure Package, as of the Applicable Time and as of the Closing Date, any Issuer Free Writing Prospectus as of its date and
as of the Closing Date or Option Closing Date, as applicable, the Prospectus and each amendment or supplement thereto, as of the
respective date thereof and as of the Closing Date or Option Closing Date, as applicable, did not include any untrue statement
of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of
the circumstances in which they were made, not misleading, (B) since the effective date of the Registration Statement, no event
has occurred which should have been set forth in a supplement or amendment to the Registration Statement, the Pricing Disclosure
Package or the Prospectus, (C) as of the Closing Date or Option Closing Date, as applicable, the representations and warranties
of the Company in this Agreement are true and correct in all material respects (except for those representations and warranties
qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties
which refer to facts existing at a specific date, which shall be true and correct as of such date) and the Company has complied
with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing
Date and any Option Closing Date (if such date is other than the Closing Date), and (D) there has not been, subsequent to the date
of the most recent audited financial statements included in the Pricing Disclosure Package, any Material Adverse Change in the
financial position or results of operations of the Company, or any change or development that, singularly or in the aggregate,
would involve a Material Adverse Change, in or affecting the condition (financial or otherwise), results of operations, business,
assets or prospects of the Company, except as set forth in the Prospectus.
(ii) Secretary’s
Certificate. At each of the Closing Date and any Option Closing Date, the Representative shall have received a certificate
of the Company signed by the Secretary of the Company, dated the Closing Date and Option Closing Date (if such date is other than
the Closing Date), certifying: (A) that each of the Charter, Bylaws and similar governing documents is true and complete,
has not been modified and is in full force and effect; (B) that the resolutions of the Board relating to the Offering are
in full force and effect and have not been modified; (C) the good standing and foreign qualification of the Company; and (D) as
to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
(e) No
Material Changes. Prior to and on each of the Closing Date and each Option Closing Date: (i) there shall have been no
Material Adverse Change or development involving a prospective Material Adverse Change in the condition or the business activities,
financial or otherwise, of the Company or any subsidiary of the Company from the latest dates as of which such condition is set
forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) no action, suit or proceeding,
at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal
or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding would reasonably be
expected to result in a Material Adverse Change, except as set forth in the Registration Statement, the Pricing Disclosure Package
and the Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall
have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Pricing Disclosure Package and
the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated
therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to
the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Pricing
Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.
(f) No
Material Misstatement or Omission. The Underwriters shall not have discovered and disclosed to the Company on or prior to the
Closing Date and any Option Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue
statement of a fact which, in the opinion of Representative Counsel, is material or omits to state any fact which, in the opinion
of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading,
or that the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any
amendment or supplement thereto contains an untrue statement of fact which, in the opinion of such counsel, is material or omits
to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light
of the circumstances under which they were made, not misleading.
(g) Corporate
Proceedings. All corporate proceedings and other legal matters incident to the authorization, form and validity of each of
this Agreement, the Warrant Agreement, the Representative’s Warrant Agreement, the Public Securities, the Registration Statement,
the Pricing Disclosure Package, each Issuer Free Writing Prospectus, if any, and the Prospectus and all other legal matters relating
to this Agreement, the Warrant Agreement, the Representative’s Warrant Agreement and the transactions contemplated hereby
and thereby shall be reasonably satisfactory in all material respects to Representative Counsel, and the Company shall have furnished
to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.
(h) Delivery
of Agreements.
(i) Lock-Up
Agreements. On or before the date of this Agreement, the Company shall have delivered to the Representative executed copies
of the Lock-Up Agreements from each of the persons listed in Schedule 3hereto.
(ii) Warrant Agreements.
On or before the date of this Agreement, the Company shall have delivered to the Representative an executed copy of the Warrant
Agreement.
(iii) Representative’s
Warrant Agreement. On the Closing Date, the Company shall have delivered to the Representative an executed copy of the Representative’s
Warrant Agreement.
(i) Additional
Documents. At the Closing Date and on each Option Closing Date (if any), Representative Counsel shall have been furnished with
such documents and opinions as they may require for the purpose of enabling Representative Counsel to deliver an opinion to the
Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Firm Securities,
the Options Shares (as applicable) and the Representative’s Warrant as herein contemplated shall be satisfactory in form
and substance to the Representative and Representative Counsel.
5. Indemnification.
(a) Indemnification
of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and each person controlling
such Underwriter (within the meaning of Section 15 of the Securities Act), and the directors, officers, employees, members, partners,
shareholders, agents, representatives and counsel of each Underwriter, its affiliates and each such controlling person (each Underwriter,
and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses,
claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and
shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the
Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”)
and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing
or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement
or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Pricing Disclosure Package, the
Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented);
(ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing
of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person
or electronically); or (iii) any application or other document or written communication (in this Section 5, collectively called
“application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction
in order to qualify the Public Securities and Representative’s Securities under the securities laws thereof or filed with
the Commission, any state securities commission or agency, the Exchange or any other national securities exchange; or the omission
or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance
upon, and in conformity with, the Underwriters’ Information. The Company also agrees to reimburse each Indemnified Person
for all Expenses as they are incurred in connection with such Indemnified Person's enforcement of his or its rights under this
Agreement.
(b) Procedure.
Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to which indemnity
may reasonably be expected to be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing;
provided that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any obligation or liability
which the Company may have on account of this Section 5 or otherwise to such Indemnified Person, except to the extent the Company
is materially prejudiced as a proximate result of such failure. The Company shall have the right to assume the defense of any such
action (including the employment of counsel designated by the Company and reasonably satisfactory to the Representative). Any Indemnified
Person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company has failed promptly to
assume the defense and employ counsel reasonably satisfactory to the Representative for the benefit of the Underwriters and the
other Indemnified Persons or (ii) such Indemnified Person shall have been advised that in the opinion of counsel that there is
an actual or potential conflict of interest that prevents (or makes it imprudent for) the counsel engaged by the Company for the
purpose of representing the Indemnified Person, to represent both such Indemnified Person and any other person represented or proposed
to be represented by such counsel. The Company shall not be liable for the fees and expenses of more than one separate counsel
(together with local counsel), representing all Indemnified Persons who are parties to such action), which counsel (together with
any local counsel) for the Indemnified Persons shall be selected by the Representative. The Company shall not be liable for any
settlement of any action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company
shall not, without the prior written consent of the Underwriters, settle, compromise or consent to the entry of any judgment in
or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification
or contribution may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise,
consent or termination (i) includes an unconditional release of each Indemnified Person, from all Liabilities arising out of such
action for which indemnification or contribution may be sought hereunder and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Person. The advancement, reimbursement,
indemnification and contribution obligations of the Company required hereby shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as every Liability and Expense is incurred and is due and payable, and in such
amounts as fully satisfy each and every Liability and Expense as it is incurred (and in no event later than 30 days following the
date of any invoice therefore).
(c) Indemnification
of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors,
its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing
Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict
conformity with, the Underwriters’ Information. In case any action shall be brought against the Company or any other person
so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or
any amendment or supplement thereto or in any application, and in respect of which indemnity may be sought against any Underwriter,
such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall
have the rights and duties given to the several Underwriters by the provisions of Section 5(b). The Company agrees promptly to
notify the Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors
or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing
Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus.
(d) Contribution.
If the indemnification provided for in this Section 5 shall for any reason be unavailable to or insufficient to hold harmless an
indemnified party under Section 5(a) or 5(c) in respect of any Liabilities and Expenses referred to therein, then each indemnifying
party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party
as a result of such Liabilities and Expenses, (i) in such proportion as shall be appropriate to reflect the relative benefits received
by the Company, on the one hand, and each of the Underwriters, on the other hand, from the Offering, or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Underwriters, on
the other hand, in connection with the matters as to which such Liabilities or Expenses relate, as well as any other relevant equitable
considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other, with respect
to such Offering shall be deemed to be in the same proportion as the total proceeds from the Offering purchased under this Agreement
(before deducting expenses) received by the Company bear to the total underwriting discount and commissions actually received by
the Underwriters in connection with the Offering, in each case as set forth in the table on the cover page of the Prospectus. The
relative fault of the Company, on the one hand, and the Underwriters, on the other, shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company, on the one hand, or the Underwriters, on the other, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement, omission, act or
failure to act; provided that the parties hereto agree that the written information furnished to the Company through the Representative
by or on behalf of any Underwriter for use in any Preliminary Prospectus, any Registration Statement or the Prospectus, or in any
amendment or supplement thereto, consists solely of the Underwriters’ Information. The Company and the Underwriters agree
that it would not be just and equitable if contributions pursuant to this subsection (d) were determined by pro rata allocation
(even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take
into account the equitable considerations referred to above in this subsection (d). Notwithstanding the above, no person guilty
of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from
a party who was not guilty of fraudulent misrepresentation.
(e) Limitation.
The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or
otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant
to this Agreement, the transactions contemplated thereby or any Indemnified Person's actions or inactions in connection with any
such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities
(and related Expenses) of the Company have resulted primarily from such Indemnified Person's gross negligence or willful misconduct
in connection with any such advice, actions, inactions or services.
(f) Survival.
The advancement, reimbursement, indemnity and contribution obligations set forth in this Section 5 shall remain in full force and
effect regardless of any termination of, or the completion of any Indemnified Person's services under or in connection with, this
Agreement.
6. Default
by an Underwriter.
(a) Default
Not Exceeding 10% of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase the
Firm Units, and if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate 10%
of the number of Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default
relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
(b) Default
Exceeding 10% of Firm Units. In the event that the default addressed in Section 6(a) relates to more than 10% of the Firm Units,
the Representative may in its discretion arrange for itself or for another party or parties to purchase such Firm Units to which
such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10%
of the Firm Units, the Representative does not arrange for the purchase of such Firm Units, then the Company shall be entitled
to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representative
to purchase said Firm Units on such terms. In the event that neither the Representative nor the Company arrange for the purchase
of the Firm Units to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by
the Representative or the Company without liability on the part of the Company (except as provided in Sections 3(k) and 5 hereof)
or the several Underwriters (except as provided in Section 5 hereof); and provided, further, that nothing herein shall relieve
a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default
hereunder.
(c) Postponement
of Closing Date. In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters,
or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone
the Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes
may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package or the Prospectus or in any other documents
and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement, the Pricing Disclosure Package
or the Prospectus that in the opinion of Representative Counsel may thereby be made necessary. The term “Underwriter”
as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been
a party to this Agreement with respect to such Public Securities.
7. Additional
Covenants.
(a) Prohibition
on Press Releases and Public Announcements. Except as set forth in the first sentence of Section 3(t) above, the Company shall
not issue press releases or engage in any other publicity, without the Representative’s prior written consent (such consent
not to be unreasonably withheld), for a period ending at 5:00 p.m., Eastern time, on the first (1st) Business Day following
the forty-fifth (45th) day after the Closing Date, other than normal and customary releases issued in the ordinary course
of the Company’s business.
(b) Right
of First Refusal. Provided that the Firm Securities are sold in accordance with the terms of this Agreement, the Representative
and ThinkEquity shall collectively have a right of first refusal on an equal basis (the “Right of First Refusal”),
for a period of eighteen (18) months from the commencement of sales of the offering, to act as sole and exclusive investment bankers,
sole and exclusive book-runners, sole and exclusive financial advisors, sole and exclusive underwriters and/or sole and exclusive
placement agents, at the Representative’s and ThinkEquity’s sole and exclusive discretion, for each and every future
public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”),
during such eighteen (18) month period, of the Company, or any successor to or subsidiary of the Company, on terms and conditions
customary to the Representative and ThinkEquity for such Subject Transactions. For the avoidance of any doubt, the Company shall
not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent
in a Subject Transaction for which the Representative and/or ThinkEquity has exercised its Right of First Refusal without the express
written consent of the Representative and ThinkEquity. The Representative and ThinkEquity shall have the sole right to determine
whether or not any other broker dealer shall have the right to participate in a Subject Transaction and the economic terms of any
such participation. For the avoidance of any doubt, such Right of First Refusal does not extend to mergers, acquisitions, joint
ventures, licensing arrangements or any other similar non-capital raising transactions that may or may not involve a broker or
similar finder.
The Company shall notify
the Representative and ThinkEquity of its intention to pursue a Subject Transaction, including the material terms thereof, by providing
written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative and
ThinkEquity fail to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after
the mailing of such written notice, then the Representative and ThinkEquity shall have no further claim or right with respect to
the Subject Transaction. The Representative and/or ThinkEquity may elect, in its sole and absolute discretion, not to exercise
its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative and/or
ThinkEquity shall not adversely affect the Representative’s and/or ThinkEquity’s Right of First Refusal with respect
to such Subject Transaction or any other Subject Transaction during the eighteen (18) month period agreed to above. If the Representative
and ThinkEquity do not elect to exercise the Right of First Refusal and the material terms of the Subject Transaction are subsequently
materially modified as to scope and nature, then the Company will resubmit the proposed modified terms of the Subject Transaction
in writing to the Representative and ThinkEquity, and the Representative and ThinkEquity shall have ten (10) Business Days after
receipt of such written notice to advise the Company of its election to participate in the proposed transaction.
8. Effective
Date of this Agreement and Termination Thereof.
(a) Effective
Date. This Agreement shall become effective when both the Company and the Representative have executed the same and delivered
counterparts of such signatures to the other party.
(b) Termination.
The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic
or international event or act or occurrence has materially disrupted, or in Representative’s opinion will in the immediate
future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange
or the NASDAQ Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall
have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or
any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a new war
or an increase in major hostilities; or (iv) if a banking moratorium has been declared by a New York State or federal authority;
or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States
securities markets; or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake,
theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in Representative’s
opinion, make it inadvisable to proceed with the delivery of the Firm Securities; or (vii) if the Company is in material breach
of any of its representations, warranties or covenants hereunder; or (viii) if the Representative shall have become aware
after the date hereof of such a Material Adverse Change in the conditions of the Company, or such adverse material change in general
market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or
delivery of the Public Securities or to enforce contracts made by the Underwriters for the sale of the Public Securities. Either
party shall have the right to terminate this Agreement if the Closing Date does not occur within twenty (20) Business Days of the
date of this Agreement. Section 5 of this Agreement shall survive any termination of this Agreement.
(c) Expenses.
Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters pursuant to Section
6(b) above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein
or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual
and accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable (including the fees
and disbursements of Representative Counsel) and upon demand the Company shall pay the full amount thereof to the Representative
on behalf of the Underwriters (less any amounts previously advanced to the Representative); provided, however, that this in no
way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance
received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule
5110(f)(2)(C).
(d) Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement,
and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and
shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part
hereof.
(e) Representations,
Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates
of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any
investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter,
its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.
9. Miscellaneous.
(a) Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered
or certified mail, return receipt requested), or personally delivered and shall be deemed given when so delivered or if mailed,
two (2) days after such mailing.
If to the Representative:
The Benchmark Company, LLC
000 Xxxx 00xx Xx., 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
with copies to:
Ellenoff Xxxxxxxx & Schole LLP
1345 Avenue of the Xxxxxxxx, Xxxxx 00
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
If to the Company:
Electrameccanica Vehicles Corp.
000 Xxxx 0xx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0
Attention: Xxxxx Xxxxx
with copies to:
Ortoli Rosenstadt LLP
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxxxx
(b) Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Agreement.
(c) Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
(d) Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with
this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and
supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms
and conditions of that certain engagement letter between the Company and the Representative, dated November 27, 2017, shall remain
in full force and effect.
(e) Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters,
each Indemnified Person referred to in Section 5, the Company and the controlling persons, directors and officers referred to in
Section 5 hereof, and their respective successors, legal representatives, heirs and assigns, and no other person shall have or
be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any
provisions herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such,
of securities from any of the Underwriters.
(f) Governing
Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with
the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that
any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced
in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereto hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon
a party hereto may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 9(a) hereof. Such mailing shall be deemed personal service and shall
be legal and binding upon such party in any action, proceeding or claim. Each party hereto agrees that the prevailing party(ies)
in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses
relating to such action or proceeding and/or incurred in connection with the preparation therefor. Each of the Company (on its
behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) and each of the Underwriters
hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby.
(g) Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by email/pdf transmission shall constitute
valid and sufficient delivery thereof.
(h) Waiver,
etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed
or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof
or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance
or non-fulfillment.
[Signature Page Follows]
If the foregoing correctly sets forth the
understanding between the Underwriters and the Company, please so indicate in the space provided below.
Confirmed as of the date first written above mentioned, on behalf
of itself and as Representative of the several Underwriters named on Schedule 1 hereto:
THE BENCHMARK COMPANY, LLC |
|
|
By: |
/s/ Xxxx X. Xxxxx |
|
Name: Xxxx X. Xxxxx III |
|
Title: Senior Managing Director, Head of Investment Banking |
[Signature
Page]
Electrameccanica
Vehicles Corp. – Underwriting Agreement
SCHEDULE 1
Underwriter | |
Total Number of Firm Units to be Purchased at 93% of the Public Offering Price per Firm Unit | | |
Total Number of Firm Units to be Purchased at 94.5% of the Public Offering Price per Firm Unit | | |
Number of Option Units to be Purchased at 93% of the Public Offering Price per Firm Unit if the Over- Allotment Option is Fully Exercised | | |
Number of Option Units to be Purchased at 94.5% of the Public Offering Price per Firm Unit if the Over- Allotment Option is Fully Exercised | |
The Benchmark Company, LLC | |
| 758,847 | | |
| 182,353 | | |
| 113,827 | | |
| 27,353 | |
ThinkEquity, a division of Fordham Financial Management, Inc. | |
| 758,847 | | |
| 182,353 | | |
| 113,827 | | |
| 27,353 | |
Xxxxxxx & Co., LLC | |
| 379,424 | | |
| 91,176 | | |
| 56,914 | | |
| 13,676 | |
Total | |
| 1,897,118 | | |
| 455,882 | | |
| 284,568 | | |
| 68,382 | |
SCHEDULE 2
Issuer General Use Free Writing Prospectuses
None.
SCHEDULE 3
List of Lock-Up Parties
Xxxxx Xxxxx
Xxxx Xxxx
Xxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
Xx Xxxxxxxx
Xxxxx Xxxxxxxx
Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxxx
Xxxx Xxxx
Xxxxx Xxxxxxxxxx
Xxxxx Xxxx
Xxxxx Xxxxxx
Yuan Xxxxx Xxxxx
Shang Xxx Xxxx
Unison International Holdings Ltd.
Zongshen (Canada) Environtech Ltd.
EXHIBIT A
Form of Representative’s Warrant
Agreement
Attached
EXHIBIT B
Form of Lock-Up Agreement
Attached