Among:

And:

And:

And:

And respecting the Purchase of:

Dated October 18, 2017

Electrameccanica Vehicles Corp.
Unit 102, East 1 ^st Avenue, Vancouver, British Columbia, Canada, V5T 1A4

__________

__________

THIS SHARE PURCHASE AGREEMENT is made and dated for reference effective as at October 18, 2017.

AMONG:

AND:

AND:

AND:

A.       The Corporation has an authorized share capital of 100,000 Common Shares, of which 910 are issued and outstanding, and 10,000 Preferred Shares, of which 9,100 are issued and outstanding;

B.       The Vendors are the registered and beneficial owners of the Purchased Shares (as defined below), being all of the issued and outstanding shares of the Corporation;

C.       In accordance with the terms and conditions of a certain and underlying Joint Operating Agreement, dated for reference effective as of July 15, 2015, as amended by a certain Amending Agreement to Joint Operating Agreement, dated for reference effective as at September 19, 2016, each as entered into among the Purchaser, the Corporation and Henry (collectively, the " Underlying Agreement "), the Purchaser therein agreed to purchase, and Henry agreed to sell, the Purchased Shares, in part, on and subject to the terms and conditions of the Underlying Agreement;

D.       Since the entering into of the Underlying Agreement the Parties hereby acknowledge and agree that there have been various discussions, negotiations, understandings and agreements between them relating to the terms and conditions of the pending Purchase (as defined below) and, correspondingly, that it is their intention by the terms and conditions of this Agreement hereby replace, in their entirety, the Underlying Agreement, together with all such prior discussions, negotiations, understandings and agreements with respect to the pending Purchase; and

E.       The Parties have agreed to enter into this Agreement which replaces, in its entirety, the Underlying Agreement, together with all such prior discussions, negotiations, understandings and agreements, and, furthermore, which necessarily clarifies their respective duties and obligations with respect to the within Purchase, all in accordance with the terms and conditions of this Agreement.

FOR VALUE RECEIVED , the Parties hereby agree as follows:

            In this Agreement:

(1)      "Affiliate" of a Person means (a) an "affiliate" of that Person within the meaning of the Business Corporations Act (British Columbia) as in force on the date hereof, or (b) any Person that directly or indirectly Controls, is Controlled by, or is under common Control with, that Person, and for greater certainty includes a Subsidiary.

(2)      "Agreement" means this agreement and all schedules to this agreement.

(3)      "Annual Financial Statements" means the audited consolidated financial statements of the Corporation as at and for the fiscal year ended March 31, 2017 consisting of a balance sheet, statement of profit and loss, statement of retained earnings and deficit and statement of changes in financial position for the period then ended, together with the notes thereto, a copy of which is attached hereto as Schedule 1.1(3) .

- 3 -

(4)      "Applicable Law" , means, in respect of any Person, property, transaction, event or other matter, any present or future law, statute, regulation, code, ordinance, principle of common law or equity, municipal by-law, treaty or Order, domestic or foreign, applicable to that Person, property, transaction, event or other matter and, whether or not having the force of law, all applicable requirements, requests, official directives, rules, consents, approvals, authorizations, guidelines and policies of any Governmental Authority having or purporting to have authority over that Person, property, transaction, event or other matter and regarded by such Governmental Authority as requiring compliance.

(5)      "Benefit Plans" has the meaning given to it in Section 3.7(5).

(6)      "Books and Records" means the Financial Records and all other books, records, files and papers of the Corporation including drawings, engineering information, computer programs (including source code), software programs, manuals and data, sales and advertising materials, sales and purchase correspondence, trade association files, research and development records, lists of present and former customers and suppliers, personnel, employment and other records, and the minute and share certificate books of the Corporation and all records, data and information stored electronically, digitally or on computer-related media.

(7)      "Business" means the business of development, design, manufacturing, sale, service and support of gasoline-powered vehicles.

(8)      "Business Day" means a day on which banks are open for business in Vancouver, British Columbia but does not include a Saturday, Sunday and any other day which is a legal holiday in Vancouver.

(9)      "Canadian Dollars" and the symbol "$" each means the lawful currency of Canada.

(10)    "Capital Lease" of a Person means any lease or other arrangement relating to property which would be required to be accounted for as a capital lease on a balance sheet of that Person if that balance sheet were prepared in accordance with IFRS.

(11)    "Closing Date" means October 18, 2017 or such other date as may be agreed by the Parties.

(12)   " Closing Payment " means $700,000 subject to any Line Cap Adjustment as set forth in Section 2.2(b).

(13)   " Common Shares " means the Common shares in the capital of the Corporation without par value;

(14)    "Consent" means any consent, approval, permit, waiver, ruling, exemption or acknowledgement from any Person (other than the Corporation) which is provided for or required in respect of or pursuant to the terms of any Contract in connection with the sale of the Purchased Shares to the Purchaser on the terms contemplated in this Agreement, to permit the Corporation to carry on the Business after the Closing Date or which is otherwise necessary to permit the Parties to perform their obligations under this Agreement.

- 4 -

(15)    "Contaminant" means any substance, product, element, radiation, vibration, sound or matter included in any definition of "hazardous product", "dangerous goods", "waste", "toxic substance", "contaminant", "pollutant", "deleterious substance" or words of similar import under any Environmental Law, or the presence of which in the environment may affect adversely the quality of the environment in any way.

(16)    "Contracts" means all pending and executory contracts, agreements, leases (including the Leases) and arrangements (whether oral or written) to which the Corporation is a Party or by which the Corporation or any of its properties or assets or the Business is bound or under which the Corporation has rights.

(17)    "Control" of a Person by another Person means that the second Person directly or indirectly possesses the power to direct or cause the direction of the management and policies of the first Person, whether through the ownership of securities, by contract or by any other means and "controlled by" and "under common control with" have corresponding meanings.

(18)    "Corporation" means Intermeccanica International Inc., a corporation subsisting under the laws of the Province of British Columbia, Canada.

(19)    "Damages" means, whether or not involving a Third Party Claim, any and all loss, liability, cost, claim, interest, fine, penalty, assessment, damages available at law or in equity, expense, including the costs and expenses of any action, application, claim, complaint, suit, proceeding, demand, assessment, judgement, settlement or compromise relating thereto (including the costs, fees and expenses of legal counsel on a full indemnity basis without reduction for tariff rates or similar reductions and all reasonable costs of investigation) or diminution of value, and including loss of profits and consequential damages.

(20)    "Employment Laws" means all Applicable Laws relating to employment and labour, including those relating to wages, hours of work, employment or labour standards, collective bargaining, labour or industrial relations, pension benefits, human rights, pay equity, employment equity, workers' compensation or workplace safety and insurance, employer health tax, employment or unemployment insurance, income tax withholdings, Canada Pension Plan, occupational health and safety and hazardous substances.

(21)    "Encumbrance" means any charge, mortgage, lien, pledge, claim, restriction, security interest or other encumbrance whether created or arising by agreement, statute or otherwise at law, attaching to property, interests or rights.

(22)    "Environmental Claim" includes a claim, notice, administrative order, citation, complaint, summons, writ, proceeding or demand relating to remediation, investigation, monitoring, emergency response, decontamination, restoration or other action under any Environmental Law or any notice, claim, demand or other communication alleging or asserting liability, either direct or indirect, and either in whole or by way of contribution or indemnity, for investigatory, monitoring or cleanup costs, Governmental Authority response costs, damages, personal injuries, fines, penalties or for other relief, and arising out of, based on or resulting from (a) the presence, or Release into the environment, of any Contaminant, or (b) any non-compliance or alleged non-compliance with any Environmental Law.

- 5 -

(23)    "Environmental Laws" means all Applicable Laws relating to the protection and preservation of the environment, health, safety, product safety, product liability, natural resource damage or Contaminants, including but not limited to the Environmental Management Act (British Columbia) and the Canadian Environmental Protection Act, 1999 .

(24)    "Environmental Permits" includes all Orders, permits, certificates, approvals, consents, registrations and licences issued by any Governmental Authority under Environmental Laws.

(25)    "Financial Records" means all books of account and other financial data and information of the Corporation and includes all records, data and information stored electronically, digitally or on computer-related media.

(26)   " General Expiry Date " means the date that is six months after the Closing Date.

(27)    "Good Standing" when used in reference to a corporation, denotes that such corporation has not been discontinued or dissolved under the laws of its incorporating jurisdiction, that no steps or proceedings have been taken to authorize or require such discontinuance or dissolution and that such corporation has submitted all notices or returns of corporate information and all other filings required by Applicable Law to be submitted by it to any Governmental Authority.

(28)    "Governmental Authority" means any domestic or foreign government, including any federal, provincial, state, territorial or municipal government, and any government department, body, ministry, agency, tribunal, commission, board, court, bureau or other authority exercising or purporting to exercise executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government.

(29)    "Guarantee" of a Person means any absolute or contingent liability of that Person under any guarantee, agreement, endorsement (other than for collection or deposit in the ordinary course of business of that Person), discount with recourse or other obligation to pay, purchase, repurchase or otherwise be or become liable or obligated upon or in respect of any Indebtedness of any other Person and including any absolute or contingent obligation to:

- 6 -

(30)    "IFRS" means, at any time, generally accepted accounting principles as set out in the applicable Chartered Accountants Handbook - Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards, at the relevant time, applied on a consistent basis.

(31)    "Indebtedness" of a Person means, without duplication:

but does not include short-term obligations of that Person payable to outside or inter-company suppliers and incurred in the Ordinary Course of Business of that Person or deferred taxes of that Person and, specifically, in the case the Corporation, does not include the Corporation's existing Line of Credit.

(32)    "Initial Payment" means $300,000 as set forth in Section 2.2(a).

(33)    "Intellectual Property" means:

- 7 -

(34)    "Leased Premises" has the meaning given to it in Section 3.5(3)(b).

(35)    "Leases" has the meaning given to it in Section 3.5(3)(a).

(36)    "Licence" means any licence, permit, authorization, approval or other evidence of authority issued or granted to, conferred upon, or otherwise created for, the Corporation by any Governmental Authority.

(37)    "Line of Credit" means an existing operating line of credit maintained by the Corporation and any debts and liabilities of the Corporation related to that line of credit.

(38)   " Line Cap Adjustment " has the meaning given it in Section 3.4(8).

(39)   " New Guarantee " has the meaning given it in Section 2.4.

- 8 -

(40)    "Notice" means any notice, approval, demand, direction, consent, designation, request, document, instrument, certificate or other communication required or permitted to be given under this Agreement.

(41)    "Order" means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority.

(42)    "Ordinary Course of Business" means the ordinary and usual course of the routine daily affairs of the Business, consistent with past practice.

(43)    "Owned Intellectual Property" has the meaning given to it in Section 3.5(6)(a).

(44)    "Party" means a party to this Agreement and any reference to a Party includes its successors and permitted assigns and "Parties" means every Party.

(45)    "Person" is to be broadly interpreted and includes an individual, a partnership, a corporation, a trust, a joint venture, any Governmental Authority or any incorporated or unincorporated entity or association of any nature and the executors, administrators, or other legal representatives of an individual in such capacity.

(46)   " Preferred Shares " means the Preferred shares in the capital of the Corporation with a par value of $0.01 Canadian dollars each.

(47)    "Prime Rate" for any day means the rate of interest expressed as a rate per annum that Canadian Imperial Bank of Canada establishes at its head office in Vancouver, British Columbia as a reference rate of interest that it will charge on that day for Canadian Dollar demand loans to its corporate customers in Canada and which it at present refers to as its "prime rate".

(48)   " Proportionate Interest " means, in respect of a Vendor, the number of Purchased Shares owned by such Vendor divided by the total number of Purchased Shares.

(49)   " Promissory Note " means the promissory note as set out in Section 2.3(c), in substantially the form as attached at Schedule B hereto.

(50)    "Purchase" means the transaction of purchase and sale of the Purchased Shares contemplated by this Agreement.

(51)    "Purchase Price" has the meaning given to it in Section 2.2.

(52)    "Purchase Price Flow Of Funds" has the meaning given to it in Section 3.7(5), to be paid out in the manner as set forth in Schedule A hereto.

(53)    "Purchased Shares" means all of the Common Shares and Preferred Shares outstanding as at the opening of business on the Closing Date.

(54)    "Regulatory Approval" means any approval, consent, ruling, authorization, notice, permit or acknowledgement that may be required from any Person pursuant to Applicable Law or under the terms of any Licence or the conditions of any Order in connection with the sale of the Purchased Shares to the Purchaser on the terms contemplated in this Agreement, to permit the Corporation to carry on the Business after the Closing Date or which is otherwise necessary to permit the Parties to perform their obligations under this Agreement.

- 9 -

(55)    "Release " means any release, spill, leak, emission, pumping, injection, deposit, discharge, dispersal, leaching, migration, spraying, abandonment, pouring, emptying, throwing, dumping, placing or exhausting of a Contaminant, and when used as a verb has a like meaning.

(56)    "Repayment of the Shareholder's Loan" has the meaning given to it in Section 2.2.

(57)    "Restricted Business" has the meaning given to it in Section 7.1.

(58)    "Restricted Period" means the period of time commencing on the Closing Date and expiring on the second year anniversary of the Closing Date.

(59)    "Statement Date" means the date of the Annual Financial Statements, being March 31, 2017.

(61)    "Tax" or "Taxes" includes all present and future taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, withholdings, dues and other charges of any nature imposed by any Governmental Authority, including income, capital (including large corporations), withholding, consumption, sales, use, transfer, goods and services or other value-added, excise, customs, anti-dumping, countervail, net worth, stamp, registration, franchise, payroll, employment, health, education, business, school, property, local improvement, development, education development and occupation taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, withholdings, dues and charges, and other assessments or similar charges in the nature of a tax including Canada Pension Plan and provincial pension plan contributions, employment insurance and unemployment insurance premiums and workers compensation premiums, together with all fines, interest, penalties on or in respect of, or in lieu of or for non-collection of, those taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, withholdings, dues and other charges, whether disputed or not.

(62)    "Tax Act" means Income Tax Act (Canada).

(63)    "Tax Returns" has the meaning given to it in Section 3.4(10)(a).

(64)    "Underlying Agreement" has the meaning given to it in Recital C.

(65)   " Vendors' Counsel " means Cassels Brock & Blackwell LLP, of Suite 2200, 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3E8.

            If any payment is required to be made or other action (including the giving of notice) is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action shall be considered to have been made or taken in compliance with this Agreement if made or taken on the next succeeding Business Day.

            Except as otherwise expressly provided in this Agreement:

            In calculating interest payable under this Agreement for any period of time, the first day of such period shall be included and the last day of such period shall be excluded.

            In this Agreement, a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. Vancouver time on the last day of the period. If any period of time is to expire hereunder on any day that is not a Business Day, the period shall be deemed to expire at 5:00 p.m. Vancouver time on the next succeeding Business Day.

            Any tender of documents or money hereunder may be made upon the Parties or their respective counsel and money shall be tendered by official bank draft drawn upon a Canadian chartered bank or by negotiable cheque payable in Canadian funds and certified by a Canadian bank listed in Schedule 1 to the Bank Act (Canada).

            Any statement in this Agreement expressed to be made to "the best of the Vendors' knowledge" and any other references to the knowledge of the Vendors shall be understood to be made on the basis of any Vendor's actual knowledge, after diligent inquiry, of the relevant subject matter or on the basis of such knowledge of the relevant subject matter as the Vendors would have had if the Vendors had conducted such diligent inquiry.

(1)      Gender and Number. In this Agreement, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa.

(2)      Headings and Table of Contents. The inclusion in this Agreement of headings of Articles and Sections and the provision of a table of contents are for convenience of reference only and are not intended to be full or precise descriptions of the text to which they refer.

(3)      Section References. Unless the context requires otherwise, references in this Agreement to Sections or Schedules are to Sections or Schedules of this Agreement.

(4)      Words of Inclusion. Wherever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation" and the words following "include", "includes" or "including" shall not be considered to set forth an exhaustive list.

(5)      References to this Agreement. The words "hereof", "herein", "hereto", "hereunder", "hereby" and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Section or portion of it.

(6)      Statute References. Unless otherwise indicated, all references in this Agreement to any statute include the regulations thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith and which are legally binding.

(7)      Document References. All references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto.

(8)      Writing. References to "in writing", "written" and similar expressions include material that is printed, handwritten, typewritten, faxed, emailed, or otherwise capable of being visually reproduced at the point of reception.

            The following are the Schedules annexed to this Agreement and incorporated by reference and deemed to be part hereof:

- 12 -

            The Vendors shall sell and the Purchaser shall purchase the Purchased Shares upon and subject to the terms and conditions of this Agreement, free and clear of all Encumbrances.

            The purchase price (the " Purchase Price ") payable by the Purchaser to the Vendors for the Purchased Shares shall be equal to $2,500,000, subject to any Line Cap Adjustment in accordance with this Agreement.

(1)      Payment of Purchase Price . The Purchase Price shall be paid and satisfied by the Purchaser as follows:

(2)      Purchase Price Flow of Funds . The Purchase Price; inclusive of the Initial Payment, the Closing Payment and the Promissory Note; has been and shall be paid and satisfied by the Purchaser to the Vendors in accordance with the Purchase Price flow of funds (the " Purchase Price Flow of Funds ") as acknowledged and directed by the Vendors to the Purchaser in the manner as set forth in Schedule A hereto; save and except that the Parties may agree, in writing, to any reasonable variation to the Purchase Price Flow of Funds prior to the Closing Date.

            On the Closing Date the Purchaser will replace and release the current guarantor(s) under the Corporation's existing Line of Credit in a manner acceptable to each of the Vendors and the financial institution who holds the Line of Credit (the " New Guarantee ").

            Subject in all respects to Article 8, Henry represents and warrants to the Purchaser as stated below, and each of the Vendors represents and warrants to the Purchaser as stated in Section 3.1, and acknowledge that the Purchaser is relying on the accuracy of each such representation and warranty in entering into this Agreement and completing the Purchase.

(1)      Enforceability. This Agreement has been duly and validly executed and delivered by the Vendor and is a valid and legally binding obligation of the Vendor enforceable against the Vendor in accordance with its terms, subject to general principles of equity.

(2)      Title to Shares. The Vendor legally and beneficially owns and controls all of the Purchased Shares set out opposite its name on Schedule A hereto with a good and marketable title thereto free of any Encumbrances, adverse claims or claims of others.

(3)      No Other Purchase Agreements. No Person other than the Purchaser has any agreement, option, understanding or commitment, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, option or commitment, including a right of conversion or exchange attached to convertible securities, warrants or convertible obligations of any nature, for the purchase or other acquisition from the Vendor of any of the Purchased Shares.

(1)      Status and Capacity of the Corporation. The Corporation has been duly incorporated and organized, is a subsisting corporation in Good Standing under the laws of British Columbia, and has the corporate power and capacity to own or lease its property and to carry on its business as now carried on in each jurisdiction in which it owns or leases property or carries on business.

(3)      Investments. The Corporation is not subject to any obligation or requirement to provide funds to or make any investment in any business or Person by way of loan, capital contribution or otherwise.

(4)      Qualification of The Corporation. The Corporation is registered, licensed or otherwise qualified to carry on business and to own and operate its assets under the laws of all jurisdictions in which the nature of the Business or the character, ownership or operation of The Corporation's assets makes such registration, licensing or qualification necessary or desirable.

(5)      Corporate Records. The minute books and other corporate records of The Corporation have been maintained in accordance with Applicable Law and contain complete and accurate copies of the Corporation's constating documents and the minutes of all meetings of the board of directors, committees of directors and shareholders of the Corporation and of all written resolutions passed by the directors, committees of directors and shareholders of the Corporation, since formation. All such meetings were duly called and held, all such written resolutions were validly signed and all such articles and resolutions were duly passed in accordance with Applicable Law. The share certificates, securities registers, register of directors and similar corporate records of the Corporation are complete, accurate and current. The minute books and other corporate records of the Corporation have all been provided to the Purchaser.

(6)      Shareholders' Agreements, etc. There are no shareholders' agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of any of the shares of the Corporation.

(1)      Authorized and Issued Share Capital. The authorized capital of the Corporation consists of 100,000 Common Shares without par value and 10,000 Preferred Shares with a par value of $0.01 per share of which 910 Common Shares and 9,100 Preferred Shares have been duly issued in accordance with Applicable Law and are outstanding as fully paid and non-assessable shares in the capital of the Corporation. No shares or other securities of the Corporation have been issued in violation of any Applicable Law, the notice of articles, articles or other constating documents of the Corporation or the terms of any agreement to which the Corporation is a party or by which it is bound. The Corporation has not issued or authorized the issue of any shares except the Purchased Shares.

(2)      No Other Purchase Agreements. No Person other than the Purchaser has any agreement, option, understanding or commitment, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, option or commitment, including a right of conversion or exchange attached to convertible securities, warrants or convertible obligations of any nature, for:

- 15 -

There are no restrictions of any kind on the transfer of any of the Purchased Shares except those set out in the articles of the Corporation.

(3)      Dividends. Since the Statement Date, the Corporation has not, directly or indirectly, authorized, declared or paid any dividends or declared or made any other distribution or return of capital in respect of any of its shares of any class and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares of any class or agreed to do so.

(1)      Financial Records. All material financial transactions of the Corporation have been properly recorded in the Financial Records, which have been maintained in accordance with sound business and financial practice. The Financial Records:

No information, records, systems, controls or data pertaining to or required for the operation or administration of the Corporation or the Business are recorded, stored, maintained by, or are otherwise dependent upon, any computerized or other system, program or device that is not exclusively owned and controlled by the Corporation; and on the Closing Date the Corporation will have originals or copies of all such records, systems, controls or data in its possession or control, including where applicable, copies of all computer software and documentation relating thereto. The Corporation has maintained and continues to maintain, in the required manner and at the required place, all Books and Records required to be maintained by Applicable Law, including the books and records required to be maintained under the Tax Act, the Excise Tax Act (Canada) and any comparable law of any province or territory of Canada, including laws relating to sales and use taxes.

(2)      Financial Statements. The Annual Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with financial statements of previous years and periods, as the case may be, and present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise), revenues, earnings, results of operations and financial condition of the Corporation as at the Statement Date. The financial position of the Corporation is now at least as good as that shown by or reflected in the Annual Financial Statements.

(3)      Liabilities of the Corporation. There are no liabilities or obligations of any nature (whether liquidated or unliquidated, due or to become due and whether absolute, accrued, contingent or otherwise) of the Corporation of any kind whatsoever, other than:

(4)      Guarantees, Warranties and Discounts. Except as described in Schedule 1.1(49):

(5)      Accounts Receivable. All accounts receivable, book debts, insurance claims and other debts owing to the Corporation are recorded in the Financial Records, arose from bona fide transactions in the Ordinary Course of Business and are good, valid, enforceable and fully collectible at the aggregate recorded amounts thereof. Such receivables are not subject to any defence, set-off or counterclaim. None of such receivables is due from an Affiliate of the Corporation.

(6)      Inventories. The inventories reflected in the Annual Financial Statements are free from defects in workmanship and material, have been accurately valued (based on quantities determined by a physical inventory count) in accordance with IFRS on a basis consistent with prior practice, and the valuation thereof accurately reflects inventory that is damaged, obsolete, defective, unsuitable for its intended use or otherwise unsaleable in the Ordinary Course of Business at normal prices. The level of inventories is consistent with that maintained by the Corporation prior to the date of this Agreement in accordance with its normal business practice in light of seasonal adjustments, market fluctuations in the industry and the requirements of its customers.

- 17 -

(7)      Debt Obligations. The Corporation does not have outstanding any bonds, debentures, mortgages, promissory notes or other Indebtedness, is not under any obligation to create or issue any bonds, debentures, mortgages, promissory notes or other Indebtedness, and is not a party to or bound by any agreement of guarantee, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or Indebtedness of any Person.

(8)      Line of Credit and Line Cap Adjustment. The Corporation has an existing operating Line of Credit maintained by the Corporation which, at Closing, is expected to have an outstanding amount drawn under it of $125,000 (the " Line Cap "). Only any amount over and above the Line Cap outstanding at Closing will constitute an adjustment downward of the Closing Payment of the Purchase Price to the Vendors (the " Line Cap Adjustment ").

(9)      Absence of Certain Changes or Events. Since the Statement Date, the Corporation has not:

- 18 -

(10)    Tax Matters.

- 19 -

(11)    Non-Arm's Length Matters. Except as disclosed in Schedule 3.4(11) :

- 20 -

(12)    Amounts Receivable. No amount is owing to the Corporation by any shareholder, director, officer or employee or any Person, firm or corporation not dealing at arm's length with any of the foregoing within the meaning of the Tax Act.

(13)    Insurance. Attached as Schedule 3.4(13) is a list of all insurance policies (including the name of the insurer, policy number, coverage limits, amount of deductible, type of insurance, expiry date, annual premiums and details of pending claims) maintained by the Corporation in respect of its assets, business operations, directors, officers and employees. All such insurance policies are valid and enforceable and in full force and effect, are underwritten by unaffiliated and reputable insurers, are sufficient for all applicable requirements of law and provide insurance, including liability insurance, in such amounts and against such risks as is customary for corporations engaged in businesses similar to that carried on by the Corporation to protect the employees, properties, assets, Business and operations of the Corporation. Schedule 3.4(13) sets forth and describes all pending claims under any of such insurance policies and identifies the most recent inspection reports, if any, received from insurance underwriters as to the condition or insurance value of the insured property and assets, copies of which have been made available to the Purchaser. The Corporation is not in default with respect to the payment of any premium or compliance with any of the provisions contained in any such insurance policy and has not failed to give any notice or present any claim within the appropriate time therefor. There are no circumstances under which the Corporation would be required to or, in order to maintain its coverage, should give any notice to the insurers under any such insurance policy which has not been given. The Corporation has not received notice from any of the insurers regarding cancellation or non-renewal of any such insurance policy. The Corporation has not received notice from any of its insurers denying any claims. No such insurance policy is subject to any special or unusual terms or restrictions or provides for a premium in excess of the stipulated or normal rate. To the knowledge of the Vendors and the Corporation, there are no circumstances or occurrences which would or might form the basis of a material increase in premiums for the current insurance coverage maintained by the Corporation.

(14)    Capital Expenditures. The Corporation is not committed to make any capital expenditures, nor have any capital expenditures been authorized by the Corporation at any time since the Statement Date, except for capital expenditures made in the Ordinary Course of Business.

(1)      Title to and Sufficiency of Assets. The Corporation is the owner of and has good and marketable title to all of its properties and assets, including all properties and assets reflected in the Annual Financial Statements and all properties and assets acquired by the Corporation after the Statement Date, free and clear of all Encumbrances, except for:

- 21 -

There are no agreements or commitments to purchase property or assets by the Corporation, other than in the Ordinary Course of Business. The properties and assets owned and leased by the Corporation are sufficient to permit the continued operation of the Business after the Closing Date in substantially the same manner as conducted in the year ended on the Statement Date.

(2)      Real Property. The Corporation does not own and has not owned any real property.

(3)      Leases and Leased Premises.

(4)      Status of Property. The use by the Corporation of the Leased Premises is in compliance with Applicable Law and, in particular, is not in breach of any building, zoning or other statute, by-law, ordinance, regulation, covenant, restriction or official plan, and the Corporation has adequate and lawful rights of ingress and egress to and from public roads for the operation of the Business in the Ordinary Course of Business .

(5)      Environmental Matters. None of the properties or assets of any kind currently or formerly owned, leased or used by the Corporation or over which the Corporation has had charge, management or control has been used by it without strict adherence to all Environmental Laws and the Corporation has no liability under any Environment Laws in respect of any such properties or Assets.

(6)      Intellectual Property.

- 23 -

(1)      No Material Adverse Change. Since the Statement Date, there has not been any material adverse change in the affairs, prospects, operations, assets or financial condition of the Business or of the Corporation; nor any damage, destruction or loss or other event, development or condition of any character (whether or not covered by insurance) materially and adversely affecting the business, assets or properties of the Business or of the Corporation.

(2)      Ordinary Course. The Business has been carried on in the Ordinary Course of Business since the Statement Date.

(3)      Suppliers. The relationships of the Corporation with each of its principal suppliers are satisfactory and there are no unresolved disputes with any such supplier.

(4)      Necessary Assets. The properties and assets owned, leased or licensed by the Corporation constitute all the property and assets used or held for use in connection with the Business and are sufficient for the conduct of the Business as currently conducted and include all proprietary rights, trade secrets and other property and assets, tangible and intangible, applicable to or used in connection with the Business.

(5)      Restrictions on Doing Business. The Corporation is not a party to or currently bound by any agreement or commitment which would restrict or limit its rights to carry on or compete in any business or activity or to solicit business from any Person or in any geographical area or otherwise to conduct the Business proposed to be conducted. The Corporation is not subject to any legislation or any judgment, Order or requirement of any court or other Governmental Authority which is not of general application to Persons carrying on a business similar to the Business.

(6)      Contracts. Schedule 3.6(6) lists or identifies all Contracts. The Corporation is not, nor to the best of the Vendors' knowledge or the Corporation's knowledge is any other party to any Contract in default under any Contract and there has not occurred any event which, with the lapse of time or giving of notice or both, would constitute a default under any Contract by the Corporation or any other party to any Contract. Each Contract is in full force and effect, unamended by written or oral agreement, and the Corporation is entitled to the full benefit and advantage of each Contract in accordance with its terms. the Corporation has not received any notice of a default by the Corporation under any Contract or of a dispute between the Corporation and any other Person in respect of any Contract. The completion of the Purchase will not afford any party to any of the Contracts or any other Person the right to terminate any Contract nor will the completion of such transactions result in any additional or more onerous obligation on the Corporation under any Contract.

(7)      Licences and Compliance with Law. Schedule 3.6(7) lists all Licences and such Licences are the only Licences, permits, authorizations or approvals of a Governmental Authority required for the operation of the Business. Such Licences are held by the Corporation free and clear of any and all Encumbrances. The Business is being conducted by the Corporation in accordance with all terms and conditions of the Licences and in compliance with Applicable Law. All the Licences are valid and are in full force and effect, the Corporation is not in violation of any term or provision or requirement of any Licence, and no Person has threatened to revoke, amend or impose any condition in respect of, or commenced proceedings to revoke, amend or impose conditions in respect of, any Licence.

(8)      Consents and Regulatory Approvals. Neither the Corporation nor any Vendor is under any obligation, contractual or otherwise, to request or obtain any Consent or Regulatory Approval or to give any notice to any Governmental Authority or other Person:

All Contracts and Licences under which the Corporation or the Vendors are obligated to request or obtain any such Consent or Regulatory Approval or to give any such notice are identified in Schedule 3.6(8).

(1)      Employees. Schedule 3.7(1) states the name, age, location of employment, job title, length of service, termination notice period, commission and bonus entitlements, benefits and rate of remuneration of, and the nature of services performed by each employee of the Corporation and each other Person receiving remuneration for work or services being provided to the Corporation at the date of this Agreement including contactors, consultants, agents and agency employees, and indicates any employee of the Corporation who is on leave of absence together with the reason for such employee's leave and such employee's expected date of return to work. Schedule 3.7(1) also identifies any employees who have stated that they will resign or retire or cease to provide work or services as a result of the Purchase. Except as disclosed in Schedule 3.7(1), the Corporation is not a party to any employment agreement, consulting contract, agency contract or similar agreement or arrangement. Except as disclosed in Schedule 3.7(1), there is no agreement for the employment of any employee which cannot be terminated on reasonable notice and without penalty. There is no agreement, policy, plan or practice relating to the payment of any management, consulting or other fee or any bonus, retention payment, change of control or golden parachute payment, pension, share of profits or retirement allowance, or any insurance, health or other employee benefit, except as disclosed in Schedule 3.7(1). Except as set out in Schedule 3.7(1), no employee of the Corporation is on long-term disability leave, extended absence or receiving worker's compensation benefits.

- 25 -

(2)      Remuneration. Since the Statement Date, no payments have been made or authorized to directors, officers, employees, contractors, consultants or agents except at regular rates of remuneration and in the Ordinary Course of Business, and no such payments shall be made prior to the Closing Date, except for the repayment of a loan made by the Corporation by Henry in the amount of $100,000 in connection with the payment made by the Purchaser in accordance with Section 2.3(a) (the " Repayment of the Shareholder's Loan "). There are no outstanding loans or advances made or granted by the Corporation to any employee, contractor, consultant or agent, except for travel advances made to employees in the Ordinary Course of Business.

(3)      Labour Matters. The Corporation is not a party to or bound by any collective bargaining agreement, labour contract, letter of understanding, memorandum of understanding, letter of intent, voluntary recognition agreement or other legally binding commitment to any labour union, trade union, employee association or similar entity in respect of any employees or contractors rendering services to the Corporation, nor is the Corporation currently conducting negotiations with any labour union, trade union, employee association or similar entity.

(4)      Employment Laws. The Corporation has complied with all Employment Laws and there are no threatened, pending or outstanding charges, applications, claims, Orders, investigations, audits or complaints against the Corporation under any Employment Laws, nor have there been any charges, applications, claims, Orders or complaints against the Corporation under any Employment Laws. The Corporation has paid in full all worker's compensation premiums and there are no circumstances, related to the workers' compensation claims experience of the Corporation or otherwise, which would permit or require a reassessment, penalty, surcharge or other additional payment. All obligations of the Corporation for vacation pay and banked vacation entitlement, holiday pay, overtime pay or time-off entitlement, sick pay or banked sick leave, premiums for employment or unemployment insurance, employer health tax, Canada Pension Plan premiums, accrued employee compensation and Benefit Plan payments or premiums will have been paid or discharged as of the Closing Date, or if unpaid are accurately reflected in the Books and Records.

(5)      Employee Plans.

- 26 -

(1)      Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this Agreement and each of the other agreements contemplated or referred to herein by the Vendors and the Corporation, and the completion of the Purchase, will not constitute or result in a violation or breach of or default under, or cause the acceleration of any obligations of the Corporation under:

(2)      Government Assistance. Schedule 3.8(2) describes all agreements, loans, other funding arrangements and assistance programs (collectively, " Government Assistance Programs ") which are outstanding in favour of the Corporation from any federal, provincial, municipal or other Governmental Authority. Complete and correct copies of all documents relating to the Government Assistance Programs have been delivered to the Purchaser. The Corporation has performed all of its obligations under the Government Assistance Programs, and no basis exists for any Governmental Authority to seek payment or repayment by the Corporation of any amount or benefit received by it under any Government Assistance Programs.

(3)      Compliance with Laws. The Corporation in carrying on the Business is not in violation of any Applicable Law, including laws relating to its operations, products, manufacturing processes, advertising, sales or employment practices, wages and hours, product safety or civil rights.

(4)      Litigation. There are no actions, applications, complaints, claims, suits or proceedings, judicial or administrative (whether or not purportedly on behalf of the Corporation or any Vendor) pending or, to the best of the Henry's knowledge, threatened, by or against or affecting the Corporation, at law or in equity, or before or by any court or other Governmental Authority, domestic or foreign, nor are there grounds on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success. Without restricting the generality of the foregoing, no significant product liability claims have been asserted or made, and continue to be outstanding, against the Corporation alleging any defect in the design, manufacture or materials of any of the products of the Business.

(5)      Full Disclosure. The representations and warranties of the Vendors contained in this Agreement and in any certificate or other material delivered under this Agreement are accurate and complete, do not contain any untrue statement of a material fact or, considered in the context in which presented, omit to state a material fact necessary in order to make the statements and information contained herein or therein not misleading. Without restricting the generality of the foregoing, there are no facts known to the Vendors which should be disclosed to the Purchaser in order to make any of the representations and warranties contained in this Agreement not misleading or which may have a materially adverse affect on the Business or its operations, and no facts are known to the Vendors which may materially adversely affect the Business or would operate to prevent the Purchaser from using the assets of the Business to operate the Business in the manner in which the Corporation has operated the Business prior to the date of this Agreement.

            The Purchaser represents and warrants to the Vendors as stated below and acknowledges that the Vendors are relying on the accuracy of each such representation and warranty in entering into this Agreement and completing the Purchase.

            The Purchaser is a subsisting corporation in Good Standing under the laws of British Columbia and has full corporate power and authority to execute and deliver this Agreement and to consummate the Purchase.

            The execution and delivery of this Agreement and the consummation of the Purchase have been duly and validly authorized by the Purchaser and no other corporate proceedings on the part of the Purchaser are necessary to authorize this Agreement or the Purchase.

            This Agreement has been duly and validly executed and delivered by the Purchaser and is a valid and legally binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to general principles of equity.

            The obligations of the Purchaser under this Agreement are subject to the conditions set out in this Section 5.1, which are for the exclusive benefit of the Purchaser and all or any of which may be waived, in whole or in part, by the Purchaser in its sole discretion by Notice given to the Vendors' Counsel. Each Vendor shall take all actions, steps and proceedings as are reasonably within its control to cause each of such conditions to be fulfilled or performed at or before the time specified for closing.

(1)      Truth of Representation and Warranties. All representations and warranties of the Vendors contained in this Agreement shall be true and correct as of the Closing Date.

(3)      Certificates. The Vendors shall have delivered the following:

(4)      Completion of Due Diligence. The Purchaser shall have completed its due diligence investigations of the Corporation to the Purchaser's satisfaction.

(5)      Adverse Proceedings. No action or proceeding shall be pending or threatened which could reasonably be expected to enjoin, impair or prohibit the completion of the Purchase or which could prevent or impair the operation of the Business after the Closing Date in substantially the same manner as it was operated before the Closing Date.

(6)      Absence of Changes. No damage to or destruction of a material part of the property or assets of the Corporation shall have occurred and no change shall have occurred in the operations, condition, affairs or prospects of the Business, financial or other, including any change arising as a result of a change in Applicable Law or the revocation of any Licence, other than changes in the Ordinary Course of Business which, in the reasonable business judgment of the Purchaser, are not expected to be materially adverse to the Corporation or the Business.

(7)      Releases and Resignations. On the Closing Date each of Evelyn, Edward and Paula Anna Reisner shall (i) deliver resignations as officers, directors and employees of the Corporation which shall be effective on the Closing Date and (ii) deliver releases of the Corporation which shall be effective one year following the Closing Date. On the Closing Date Henry shall deliver a release of the Corporation which shall be effective on the later of the date which is one year following the Closing Date and the date on which all outstanding amounts owing by the Purchaser under the Promissory Note are paid. Such releases will be held by the Purchaser until such times.

(8)      Corporate Action. All appropriate action of the directors, shareholders and officers of the Corporation shall have been taken and all requisite consents and approvals shall have been obtained to transfer the Purchased Shares to the Purchaser.

(9)      Approvals, Consents, etc. All Consents shall have been received and shall be absolute or on terms reasonably acceptable to the Purchaser.

(10)      Closing Documentation. The Purchaser shall have received from the Vendors and, where applicable, the Corporation, the following closing documentation:

            The obligations of the Vendors under this Agreement are subject to the conditions set out in this Section 5.2 which are for the exclusive benefit of the Vendors and all or any of which may be waived, in whole or in part, by the Vendors in its sole discretion by Notice given to the Purchaser. The Purchaser shall take all actions, steps and proceedings as are reasonably within its control to cause each of such conditions to be performed at or before the time specified for closing.

(1)      Truth of Representation and Warranties . All representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the Closing Date.

(2)      Performance of Obligations . The Purchaser shall have performed each of its obligations under this Agreement to the extent required to be performed on or before the Closing Date.

(3)      Adverse Proceedings. No action or proceeding shall be pending or threatened which could reasonably be expected to enjoin, impair or prohibit the completion of the Purchase or which could prevent or impair the operation of the Business after the Closing Date in substantially the same manner as it was operated before the Closing Date.

(4)      Purchase Price. The Closing Payment of the Purchase Price shall have been paid in accordance with Section 2.3.

- 31 -

(5)      Closing Documentation. The Vendors shall have received from the Purchaser the following closing documentation:

            The completion of the Purchase shall take place at 10:00 a.m. on the Closing Date at the offices of McMillan LLP, Royal Centre, located at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4N7, or by electronic exchange of documents.

            Subject to the satisfaction or waiver by the relevant Party of the conditions of closing set forth in Article 5, at the completion of the Purchase, the Vendors shall deliver to the Purchaser a certificate or certificates representing the Purchased Shares duly endorsed for transfer and the Purchaser shall pay the Closing Payment portion of the Purchase Price in accordance with Section 2.3.

            Except as is required in the normal course of the employment with the Corporation, each of the Vendors hereby covenants and agrees that during the Restricted Period, such Vendor shall not, for whatever reason and with or without cause, either individually or in conjunction with any Person, directly or indirectly, whether as owner, shareholder, director, employee, consultant, independent contractor or in any other capacity whatsoever, of another Person:

- 32 -

            The Vendors acknowledge and agree that:

            The Parties hereby acknowledge and agree that, until all amounts under the Promissory Note are fully paid, Henry, as a director and officer of the Corporation, will have the right at all times, working with the Purchaser's management, to manage the day-to-day operations and Business decisions associated with the Corporation and any of its then employees, suppliers and customers.

- 33 -

            All provisions contained in this Agreement and in any other agreement, certificate or instrument executed and delivered hereunder, other than the conditions in Article 5, shall not merge on the closing of the Purchase but shall survive the execution, delivery and performance of this Agreement, the closing of the Purchase and the execution and delivery of any transfer documents or other documents of title to the Purchased Shares and all other agreements, certificates and instruments executed and delivered hereunder and the payment of the consideration for the Purchased Shares. The representations and warranties contained in this Agreement will survive the closing of the Purchase and continue in full force and effect until the General Expiry Date. Unless a Notice of a claim has been given on or before the General Expiry Date, each of the Vendors shall be released on such date from all obligations in respect of any particular representation and warranty contained in this Agreement.

            Subject to Section 9.5, all disputes arising out of or in connection with this Agreement, or in respect of any defined legal relationship therewith or derived therefrom, shall be referred to and finally resolved by arbitration administered under the rules of the British Columbia International Commercial Arbitration Centre.

            The appointing authority shall be the British Columbia International Commercial Arbitration Centre.

            The case shall be administered by the British Columbia International Commercial Arbitration Centre pursuant to the Arbitration Act (British Columbia).

            The place of arbitration shall be Vancouver, British Columbia, Canada.

            Section 9.1 does not apply to (i) Third Party Claims which will be resolved in the manner set forth in Article 8, or (ii) remedies for injunction or specific performance to enforce obligations under this Agreement for which damages are not an adequate remedy.

            Each Party shall from time to time promptly execute and deliver all further documents and take all further action reasonably necessary or desirable to give effect to the provisions and purpose of this Agreement and to complete the Purchase, whether before or after the Closing Date.

            Unless otherwise specified, each Notice to a Party must be given in writing and delivered personally or by courier, sent by prepaid registered mail or transmitted by fax to the Party as follows:

            If to the Vendors, to each Vendor at the address set out on the first page of this Agreement and to the contact particulars as otherwise set out in Schedule A hereto.

or to any other address, fax number or Person that the Party designates. Any Notice, if delivered personally or by courier, will be deemed to have been given when actually received, if transmitted by fax before 2:00 p.m. on a Business Day, will be deemed to have been given on that Business Day, and if transmitted by fax after 2:00 p.m. on a Business Day, will be deemed to have been given on the Business Day after the date of the transmission.

            For every provision of this Agreement, time is of the essence.

            This Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable in the Province of British Columbia. Each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of the Province of British Columbia in Vancouver, British Columbia.

            This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior agreements, negotiations, discussions, undertakings, representations, warranties and understandings, whether written or oral, and including, without limitation, the Underlying Agreement. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein. The Parties are not relying on any other information, discussion or understanding in entering into this Agreement and completing the Purchase.

            No amendment, supplement, restatement or termination of any provision of this Agreement is binding unless it is in writing and signed by each Person that is a party to this Agreement at the time of the amendment, supplement, restatement or termination.

            No waiver of any provision of this Agreement is binding unless it is in writing and signed by all the Parties to this Agreement entitled to grant the waiver. No failure to exercise, and no delay in exercising, any right or remedy, under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision.

            If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect:

            The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise. No single or partial exercise by a Party of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which that Party may be entitled.

            Except as expressly provided in this Agreement, no Party may assign its rights or obligations under this Agreement without the prior written consent of the other Parties. Notwithstanding the foregoing, the Purchaser may assign its rights and obligations under this Agreement to a wholly-owned Subsidiary prior to the closing of the Purchase. This Agreement enures to the benefit of and binds the Parties and their respective heirs, executors, administrators, personal and legal representatives , successors and permitted assigns.

            This Agreement may be executed in any number of counterparts, facsimile or otherwise, each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument.

             IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

[ The rest of this page left intentionally blank. The Vendors' signature page follows. ]

- 38 -

__________

             Refer to the Audited Financial Statements of the Corporation attached hereto .

__________

            The following is a listing of all Guarantees, Warranties and Discounts of the Corporation:

             There are none .

__________

            The following is a listing of all Non-Arm's Length Matters of the Corporation:

             There are none .

__________

            The following is a listing of all Insurance policies of the Corporation:

1. Commercial Insurance : Particulars: Lloyd's; a c & d Insurance Services Ltd.; 39 Braid Street, New Westminster, B.C., Canada; November 13, 2016 to November 13, 2017; Policy No. ACD11390;
2. Garage Vehicle Certificate : Particulars: ICBC; 39 Braid Street, New Westminster, B.C., Canada; April 1, 2017 to March 31, 2018; Policy No. 119800; and
3. ICBC registered/insured vehicles : Particulars: License Plate Nos. 352FLF, 962LDS, BD724W, AL729R and MA0508.

__________

            The following is listing of all Leased Premises of the Corporation with the Leases attached hereto:

1. New Westminster : 47 Braid Street, New Westminster, B.C., Canada, V3L 5N7; and
2. Vancouver : 102 East 1 ^st Avenue, Vancouver, B.C., Canada, V5T 1E4.

__________

            The following is a listing of all Intellectual Property of the Corporation:

__________

            The following is a listing of all Material Contracts of the Corporation:

1. Lease Agreement : for 47 Braid Street, New Westminster, British Columbia,, Canada, V3L 5N7;
2. Lease Agreement : for 102 East 1 ^st Avenue, Vancouver, British Columbia, Canada, V5T 1E4; and
3. Underlying Agreement : among Electrameccanica Vehicles Corp., Intermeccanica International Inc. and Henry Reisner; which is being superseded by this Agreement.

__________

            The following is a listing of all of the Licenses of the Corporation:

             Business license .

__________

            The following is a listing of all of the Consents and Regulatory Approvals required for the Purchase of the Corporation:

             There are none required .

__________

            The following is a listing of all of the Employees of the Corporation:

__________

            The following is a listing and description of all Employee Plans and Benefits of the Corporation:

__________

            The following is a listing of all Government Assistance provided the Corporation:

             There is none .

__________

            The following is a listing of the Vendors and their respective shareholdings within the Corporation:

            The following is a description of the Purchase Price Flow of Funds as hereby directed by the Vendors to the Company pursuant to which each of the Initial Payment (of $300,000 - already made), the pending Closing Payment (of $700,000 subject to any Line Cap Adjustment) and the pending Promissory Note ($1,500,000 to Henry only) will be made and issued:

__________

             Refer to the draft form of Promissory Note attached hereto .

__________

-- End of Share Purchase Agreement --

__________

From:

To:

And respecting the Purchase of:

Dated October 18, 2017

Electrameccanica Vehicles Corp.
Unit 102, East 1 ^st Avenue, Vancouver, British Columbia, Canada, V5T 1A4

__________

$1,500,000                                                                                                                              October 18, 2017

          Whenever used in this Note, unless there is something in the subject matter or context inconsistent therewith, the following words and phrases shall have the respective meanings ascribed to them as follows. Unless specifically referenced herein, all capitalized terms used in this Note shall have the meaning ascribed to them by the Share Purchase Agreement.

- 3 -

          For value received, Electrameccanica promises to pay to the Vendor at such other place as the Vendor may direct in writing, the Loan in the manner hereinafter provided, together with interest in the same currency which may from time to time be owing hereunder or pursuant hereto.

          The Loan then outstanding under this Note together with all accrued and outstanding interest, if any, shall be due and payable on the Maturity Date.

          The Loan outstanding from time to time shall bear interest at the rate of 5% per annum, compounded annually not in advance, both before and after demand, default or judgment, computed from the Effective Date on the basis of the actual number of days elapsed and amortized on a 60 month basis.

          Electrameccanica shall make blended monthly payments on account of principal and interest to the Vendor in the amount of $500,000.00 payable on the last day of the 6 ^th , 12 ^th and 18 ^th month after the Closing Date and the balance of the Loan, together with all accrued and unpaid interest and all other monies owing hereunder, shall become due and payable on the Maturity Date.

          If Electrameccanica fails to make any of the interest payments when due and payable, the unpaid annual interest shall be considered an addition to the Loan and shall accrue interest at the same rate and in the same manner as the Loan until such time as it is paid.

          If Electrameccanica completes a financing, or series of financings, by way of equity or debt that results in aggregate gross proceeds to Electrameccanica of at least $10,000,000 at any time after the Effective Date and prior to the Maturity Date (a " Financing "), then the remaining unpaid portion of the Loan shall accelerate and be due within the earlier of 30 days of the closing of the Financing and the Maturity Date.

          The obligations of Electrameccanica due and owing to the Vendor pursuant to the terms of this Note shall be secured by a charge over all of the present and after acquired property of the Corporation, including property acquired by the Corporation following the Closing Date. Electrameccanica agrees to use its best efforts to register such security charge in the Province of British Columbia, at its expense, to the reasonable satisfaction of the Vendor.

- 4 -

          In the event the Vendor is required to realize on the security provided herein, on written notice from the Vendor, Electameccanica shall promptly cease all use of any intellectual property of the Corporation, include all use of any trade names or trademarks of the Corporation, the name "Intermeccanica", any derivatives thereof and all logos and art associated with such name, and any references to the establishment of the Corporation in 1959.

          Upon written request from the Electrameccanica, Electrameccanica will furnish to the Vendor its audited and unaudited financial statements (prepared on an consolidated basis).