AMENDMENT NO. 1 TO THE
THIS AMENDMENT NO. 1 TO THE SALES AGREEMENT, dated as of July 13, 2020, is entered into by and among Electrameccanica Vehicles Corp., a corporation incorporated under the Business Corporations Act (British Columbia) (the “Company”), Stifel, Nicolaus & Company, Incorporated (“Stifel”), as sales agent, and Roth Capital Partners, LLC (“Roth”, and together with Stifel, the “Agents”), as sales agent, for whom Stifel is acting as representative (the “Amendment”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Sales Agreement (as defined below).
WHEREAS, the Company and the Agents have entered into that certain Sales Agreement, dated March 27, 2020 (the “Sales Agreement”), with respect to the issuance and sale of the Placement Shares; and
WHEREAS, the Company and the Agents desire to amend the Sales Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing, the Company and the Agents hereby amend the Sales Agreement as follows:
1. The heading on page 1 of the Sales Agreement shall be amended such that the reference to “$30,000,000” shall be “$59,500,000”.
2. The first sentence of the first paragraph of Section 1 of the Sales Agreement shall be amended such that the reference to “$30,000,000” shall be “$59,500,000”.
3. Schedule 1 of the Sales Agreement (Form of Placement Notice) is amended by adding “, as amended on July 13, 2020” immediately after “dated March 27, 2020”.
4. The first sentence of the Form of Representation Date Certificate pursuant to Section 7(m) of the Sales Agreement is amended to add the words “, as amended on July 13, 2020” immediately after “March 27, 2020”.
5. The Company shall file a Prospectus Supplement pursuant to Rule 424(b) of the Securities Act of 1933, as amended, reflecting this Amendment within two Business Days of the date hereof.
6. The Company shall reimburse the Agents for the fees and disbursements of the Agents’ outside counsel in connection with this Amendment in an amount not to exceed $25,000 in the aggregate without the Company’s prior written approval, which may be by email and which shall not be unreasonably withheld, conditioned or delayed.
7. This Amendment shall be and is hereby incorporated in and forms a part of the Sales Agreement.
8. This Amendment shall be effective as of the date first above written.
9. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or electronic transmission.
10. This Amendment shall, by this express agreement of the parties, be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflicts of law provisions of the laws of the State of New York. The Company and the Agents each hereby consents to the application of New York civil law to the construction, interpretation and enforcement of this Amendment, and to the application of New York civil law to the procedural aspects of any suit, action or proceeding relation thereto, including but not limited to legal process, execution of judgments and other legal remedies.
11. Except as set forth herein, the Sales Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
|Electrameccanica Vehicles Corp.|
|By:||/s/ Baljinder K. Bhullar|
|Name:||Baljinder K. Bhullar|
|Title:||Chief Financial Officer|
|Stifel, Nicolaus & Company, Incorporated|
|By:||/s/ Lewis Chia|
|Acting on behalf of itself and as Representative of the Agents|