Electrameccanica Vehicles Corp.: Exhibit 4.2 - Filed by newsfilecorp.com








ELECTRAMECCANICA VEHICLES CORP. 
(a British
Columbia Corporation)

WARRANT CERTIFICATE 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR (4)
MONTHS AND A DAY AFTER THE LATER OF (i) [insert date of
distribution], AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER
IN ANY PROVINCE OR TERRITORY. 

[Include if Warrants are issued to U.S.
Person]THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE
UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER
HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF
ELECTRAMECCANICA VEHICLES CORP. (THE “ISSUER”) THAT SUCH SECURITIES MAY BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE
U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN
COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE
SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO SUCH EFFECT. 

THE WARRANTS REPRESENTED HEREBY MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE TRADED. 

THESE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR
BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THESE
WARRANTS AND THE SECURITIES DELIVERABLE UPON EXERCISE OF THESE WARRANTS HAVE
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES
LEGISLATION OF ANY SUCH STATE OR AN EXEMPTIONS FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY
REGULATION S UNDER THE U.S. SECURITIES ACT. 

THE WARRANTS REPRESENTED HEREBY WILL BE VOID AND OF NO VALUE
AFTER 5:00 PM (VANCOUVER TIME) ON ♦. 







WARRANT TO PURCHASE 
COMMON SHARES
OF ELECTRAMECCANICA VEHICLES CORP.

	Warrant Certificate Number: 2016-♦-«Number» 	Number of Warrants: «Warrants»



THIS IS TO CERTIFY THAT for value
received, «Name», of «Address» (the
“Warrantholder”) has the right to purchase in respect of each warrant
(the “Warrants”) represented by this certificate or by a replacement
certificate (in either case this “Warrant Certificate”), at any time up
to 5:00 p.m. (Vancouver time) on ♦ (the “Expiry Time”) one fully paid and
non-assessable common share (the “Common Shares” and which term shall
include any shares or other securities to be issued in addition thereto or in
substitution or replacement therefor as provided herein) of Electrameccanica
Vehicles Corp. (the “Corporation”), a corporation incorporated the
Business Corporations Act (British Columbia), as constituted on the date
hereof, at an exercise purchase price (the purchase price in effect from time to
time being called the “Exercise Price”) of $♦ per Common Share if
exercised on or before on ♦, subject to adjustment as provided herein. 

The Corporation agrees that the Common
Shares purchased pursuant to the exercise of the Warrants shall be and be deemed
to be issued to the Warrantholder as of the close of business on the date on
which this Warrant Certificate shall have been surrendered and payment made for
such Common Shares as aforesaid. 

Nothing contained herein shall confer
any right upon the Warrantholder to subscribe for or purchase any Common Shares
at any time after the Expiry Time and from and after the Expiry Time the
Warrants and all rights under this Warrant Certificate shall be void and of no
value. 

The above provisions are subject to
the following:

1.         
Exercise 

1.1         In the event
that the Warrantholder desires to exercise the right to purchase Common Shares
conferred hereby, the Warrantholder shall (a) surrender this Warrant Certificate
to the Corporation in accordance with section 9 hereof, (b) complete and execute
a subscription form in the form attached as Schedule A to this Warrant
Certificate, and (c) pay the amount payable on the exercise of this Warrant in
respect of the Common Shares subscribed for either by bank draft or cheque
payable to the Corporation. Upon such surrender and payment as aforesaid, the
Warrantholder shall be deemed for all purposes to be the holder of record of the
number of Common Shares to be so issued and the Warrantholder shall be entitled
to delivery of a certificate or certificates representing such Common Shares and
the Corporation shall cause such certificate or certificates to be delivered to
the Warrantholder at the address specified in the subscription form within five
business days after such surrender and payment as aforesaid. No fractional
Common Shares will be issuable upon any exercise of this Warrant and the
Warrantholder will not be entitled to any cash payment or compensation in lieu
of a fractional Common Share. 







2.          Partial
Exercise 

2.1         The
Warrantholder may from time to time subscribe for and purchase any lesser number
of Common Shares than the number of Common Shares expressed in this Warrant
Certificate. In the event that the Warrantholder subscribes for and purchases
any such lesser number of Common Shares prior to the Expiry Time, the
Warrantholder shall be entitled to receive a replacement certificate
representing the unexercised balance of the Warrants. 

3.          Not a
Shareholder 

3.1         The holding of
the Warrants shall not constitute the Warrantholder a shareholder of the
Corporation nor entitle the Warrantholder to any right or interest in respect
thereof except as expressly provided in this Warrant Certificate. 

4.         
Covenants and Representations 

4.1         The Corporation
hereby represents and warrants that it is authorized to issue and that it will
cause the Common Shares from time to time subscribed for and purchased in the
manner provided in this Warrant Certificate and the certificate representing
such Common Shares to be issued and that, at all times prior to the Expiry Time,
it will reserve and there will remain unissued a sufficient number of Common
Shares to satisfy the right of purchase provided in this Warrant Certificate.
The Corporation hereby further covenants and agrees that it will at its expense
expeditiously use its best efforts to obtain the listing of such Common Shares
(subject to issue or notice of issue) on each stock exchange or over-the-counter
market on which the Common Shares may be listed from time to time, if
applicable. All Common Shares which are issued upon the exercise of the right of
purchase provided in this Warrant Certificate, upon payment therefor of the
amount at which such Common Shares may be purchased pursuant to the provisions
of this Warrant Certificate, shall be and be deemed to be fully paid and
non-assessable shares and free from all taxes, liens and charges with respect to
the issue thereof. The Corporation hereby represents and warrants that this
Warrant Certificate is a valid and enforceable obligation of the Corporation,
enforceable in accordance with the provisions of this Warrant Certificate. The
Corporation hereby represents and warrants that it will at all times prior to
the Expiry Time of any Warrants hereunder maintain its existence, will carry on
and conduct its business in a prudent manner in accordance with industry
standards and good business practice, and will keep or cause to be kept proper
books of account in accordance with applicable law. 

5.         
Anti-Dilution Protection: 

5.1         Definitions:
For the purposes of this section 5, unless there is something in the subject
matter or context inconsistent therewith, the words and terms defined below
shall have the respective meanings specified therefor in this subsection 5.1:


	 	(a) 	
      “Adjustment Period” means the period commencing on
      ♦ and ending at the Expiry Time;

	 	 	 
	 	(b) 	
      “Current Market Price” of the Common Shares at any
      date means, if the Common Shares are traded on a stock exchange or in the
      over-the-counter market, the price per share equal to the weighted average
      price at which the Common Shares have traded in the over-the-counter
      market, during the period of any 20 consecutive trading days ending not more than five business
days before such date; provided that the weighted average price shall be
determined by dividing the aggregate sale price of all Common Shares sold on the
said exchange or market, as the case may be, during such 20 consecutive trading
days by the total number of Common Shares so sold; and provided further that if
the Common Shares are not then traded in the over-the-counter market, then the
Current Market Price shall be determined by such firm of independent chartered
accountants as may be selected by the directors of the Corporation; 













	 	(c) 	
      “director” means a director of the Corporation for
      the time being and, unless otherwise specified herein, a reference to
      action “by the directors” means action by the directors of the Corporation
      as a board or, whenever empowered, action by any committee of the
      directors of the Corporation; and

	 	 	 
	 	(d) 	
      “trading day” with respect to a stock exchange or
      over-the-counter market means a day on which such stock exchange or market
      is open for business.



5.2       
 Adjustments: The Exercise Price and the number of Common Shares
issuable to the Warrantholder pursuant to this Warrant Certificate shall be
subject to adjustment from time to time in the events and in the manner provided
as follows: 

	 	(a) 	
      If at any time during the Adjustment Period the
      Corporation shall:

	 	 	 	 
	 		(i) 	
      fix a record date for the issue of, or issue, Common
      Shares to the holders of all or substantially all of the outstanding
      Common Shares by way of a stock dividend;

	 	 	 	 
	 		(ii) 	
      fix a record date for the distribution to, or make a
      distribution to, the holders of all or substantially all of the
      outstanding Common Shares payable in Common Shares or securities
      exchangeable for or convertible into Common Shares;

	 	 	 	 
	 		(iii) 	
      subdivide the outstanding Common Shares into a greater
      number of Common Shares; or

	 	 	 	 
	 		(iv) 	
      consolidate the outstanding Common Shares into a lesser
      number of Common Shares;



(any of such events in subclauses
5.2(a)(i), 5.2(a)(ii), 5.2(a)(iii) and 5.2(a)(iv) above being herein called a
“Common Share Reorganization”), the Exercise Price shall be adjusted on
the earlier of the record date on which holders of Common Shares are determined
for the purposes of the Common Share Reorganization and the effective date of
the Common Share Reorganization to the amount determined by multiplying the
Exercise Price in effect immediately prior to such record date or effective
date, as the case may be, by a fraction: 

	 	(A) 	
      the numerator of which shall be the number of Common
      Shares outstanding on such record date or effective date, as the case may
      be, before giving effect to such Common Share Reorganization;
  and











	 	(B) 	
      the denominator of which shall be the number of Common
      Shares which will be outstanding immediately after giving effect to such
      Common Share Reorganization (including in the case of a distribution of
      securities exchangeable for or convertible into Common Shares the number
      of Common Shares that would have been outstanding had such securities been
      exchanged for or converted into Common Shares on such
  date).



To the extent that any adjustment in
the Exercise Price occurs pursuant to this clause 5.2(a) as a result of the
fixing by the Corporation of a record date for the distribution of securities
exchangeable for or convertible into Common Shares, the Exercise Price shall be
readjusted immediately after the expiry of any relevant exchange or conversion
right to the Exercise Price which would then be in effect based upon the number
of Common Shares actually issued and remaining issuable after such expiry and
shall be further readjusted in such manner upon the expiry of any further such
right. If the Warrantholder has not exercised its right to subscribe for and
purchase Common Shares on or prior to the record date of such stock dividend or
distribution or the effective date of such subdivision or consolidation, as the
case may be, upon the exercise of such right thereafter shall be entitled to
receive and shall accept in lieu of the number of Common Shares then subscribed
for and purchased by the Warrantholder, at the Exercise Price determined in
accordance with this clause 5.2(a) the aggregate number of Common Shares that
the Warrantholder would have been entitled to receive as a result of such Common
Share Reorganization, if, on such record date or effective date, as the case may
be, the Warrantholder had been the holder of record of the number of Common
Shares so subscribed for and purchased. 

	 	(b) 	
      If at any time during the Adjustment Period the
      Corporation shall fix a record date for the issue or distribution to the
      holders of all or substantially all of the outstanding Common Shares of
      rights, options or warrants pursuant to which such holders are entitled,
      during a period expiring not more than 45 days after the record date for
      such issue (such period being the “Rights Period”), to subscribe
      for or purchase Common Shares or securities exchangeable for or
      convertible into Common Shares at a price per share to the holder (or in
      the case of securities exchangeable for or convertible into Common Shares,
      at an exchange or conversion price per share) at the date of issue of such
      securities of less than 95% of the Current Market Price of the Common
      Shares on such record date (any of such events being called a “Rights
      Offering”), the Exercise Price shall be adjusted effective immediately
      after the record date for such Rights Offering to the amount determined by
      multiplying the Exercise Price in effect on such record date by a
      fraction:




	 	(i) 	
      the numerator of which shall be the aggregate
  of:

	 	 	 	 
	 		(A) 	
      the number of Common Shares outstanding on the record
      date for the Rights Offering; and

	 	 	 	 
	 		(B) 	
      the quotient determined by
dividing:











	 	 	(I) 	
      either (a) the product of the number of Common Shares
      offered during the Rights Period pursuant to the Rights Offering and the
      price at which such Common Shares are offered, or, (b) the product of the
      exchange, exercise or conversion price of the securities so offered and
      the number of Common Shares for or into which the securities offered
      pursuant to the Rights Offering may be exchanged, exercised or converted,
      as the case may be; by

	 	 	 	 
	 	 	(II) 	
      the Current Market Price of the Common Shares as of the
      record date for the Rights Offering; and





	 	(ii) 	
      the denominator of which shall be the aggregate of the
      number of Common Shares outstanding on such record date and the number of
      Common Shares offered pursuant to the Rights Offering (including in the
      case of the issue or distribution of securities exchangeable or
      exercisable for or convertible into Common Shares the number of Common
      Shares into which such securities may be exchanged, exercised or
      converted).



If by the terms of the rights,
options, or warrants referred to in this clause 5.2(b), there is more than one
purchase, conversion or exchange price per Common Share, the aggregate price of
the total number of additional Common Shares offered for subscription or
purchase, or the aggregate conversion or exchange price of the convertible or
exchangeable securities so offered, shall be calculated for purposes of the
adjustment on the basis of the lowest purchase, conversion or exchange price per
Common Share, as the case may be. Any Common Shares owned by or held for the
account of the Corporation shall be deemed not to be outstanding for the purpose
of any such calculation. To the extent that any adjustment in the Exercise Price
occurs pursuant to this clause 5.2(b) as a result of the fixing by the
Corporation of a record date for the issue or distribution of rights, options or
warrants referred to in this clause 5.2(b), the Exercise Price shall be
readjusted immediately after the expiry of any relevant exchange, conversion or
exercise right to the Exercise Price which would then be in effect based upon
the number of Common Shares actually issued and remaining issuable after such
expiry and shall be further readjusted in such manner upon the expiry of any
further such right. 

	 	(c) 	
      If at any time during the Adjustment Period the
      Corporation shall fix a record date for the issue or distribution to the
      holders of all or substantially all of the Common Shares of:

	 	 	 	 
	 		(i) 	
      shares of the Corporation of any class other than Common
      Shares;

	 	 	 	 
	 		(ii) 	
      rights, options or warrants to acquire Common Shares or
      securities exchangeable or exercisable for or convertible into Common
      Shares (other than rights, options or warrants pursuant to which holders
      of Common Shares are entitled, during a period expiring not more than 45
      days after the record date for such issue, to subscribe for or purchase
      Common Shares or securities exchangeable for or convertible into Common
      Shares at a price per share (or in the case of securities exchangeable
or exercisable for or convertible into Common Shares at an exchange, exercise or
conversion price per share on the record date for the issue of such securities)
of at least 95% of the Current Market Price of the Common Shares on such record
date); 













	 	(iii) 	
      evidences of indebtedness of the Corporation;
or

	 	 	 
	 	(iv) 	
      any property or assets of the
  Corporation;



and if such issue or distribution does
not constitute a Common Share Reorganization or a Rights Offering (any of such
non-excluded events being herein called a “Special Distribution”), the
Exercise Price shall be adjusted effective immediately after the record date for
the Special Distribution to the amount determined by multiplying the Exercise
Price in effect on the record date for the Special Distribution by a fraction:


	 	(A) 	
      the numerator of which shall be the difference
      between:

	 	 	 	 
	 		(I) 	
      the product of the number of Common Shares outstanding on
      such record date and the Current Market Price of the Common Shares on such
      record date; and

	 	 	 	 
	 		(II) 	
      the fair value, as determined by a recognized independent
      firm of valuators, to the holders of Common Shares of the shares, rights,
      options, warrants, evidences of indebtedness or property or assets to be
      issued or distributed in the Special Distribution; and

	 	 	 	 
	 	(B) 	
      the denominator of which shall be the product obtained by
      multiplying the number of Common Shares outstanding on such record date by
      the Current Market Price of the Common Shares on such record
  date.



Any Common Shares owned by or held for
the account of the Corporation shall be deemed not to be outstanding for the
purpose of such calculation. To the extent that any adjustment in the Exercise
Price occurs pursuant to this clause 5.2(c) as a result of the fixing by the
Corporation of a record date for the issue or distribution of rights, options or
warrants to acquire Common Shares or securities exchangeable or exercisable for
or convertible into Common Shares referred to in this clause 5.2(c), the
Exercise Price shall be readjusted immediately after the expiry of any relevant
exchange, exercise or conversion right to the amount which would then be in
effect if the current market value of the Common Shares had been determined on
the basis of the number of Common Shares issued and remaining issuable
immediately after such expiry,. and shall be further readjusted in such manner
upon the expiry of any further such right. 

	 	(d) 	
      If at any time during the Adjustment Period there shall
      occur:











	 	(i) 	
      a reclassification or redesignation of the Common Shares,
      any change of the Common Shares into other shares or securities or any
      other capital reorganization involving the Common Shares other than a
      Common Share Reorganization;

	 	 	 
	 	(ii) 	
      a consolidation, amalgamation or merger of the
      Corporation with or into any other body corporate which results in a
      reclassification or redesignation of the Common Shares or a change of the
      Common Shares into other shares or securities; or

	 	 	 
	 	(iii) 	
      the transfer of the undertaking or assets of the
      Corporation as an entirety or substantially as an entirety to another
      corporation or entity;



(any of such events being herein
called a “Capital Reorganization”), after the effective date of the
Capital Reorganization: 

	 	(iv) 	
      the Warrantholder shall be entitled to receive, and shall
      accept, for the same aggregate consideration, upon exercise of this
      Warrant, in lieu of the number of Common Shares which the Warrantholder
      was theretofore entitled to purchase or receive upon the exercise of this
      Warrant, the kind and aggregate number of shares and other securities or
      property resulting from the Capital Reorganization which the Warrantholder
      would have been entitled to receive as a result of the Capital
      Reorganization if, on the effective date thereof, the Warrantholder had
      been the registered holder of the number of Common Shares to which the
      Warrantholder was theretofore entitled to purchase or receive upon the
      exercise of this Warrant; and

	 	 	 
	 	(v) 	
      the Exercise Price shall, on the effective date of the
      Capital Reorganization, be adjusted by multiplying the Exercise Price in
      effect immediately prior to such Capital Reorganization by the number of
      Common Shares purchasable pursuant to this Warrant Certificate immediately
      prior to the Capital Reorganization, and dividing the product thereof by
      the number of successor securities determined in Section 5.2(d)(iv)
      above.




	 	(e) 	
      If necessary, as a result of any Capital Reorganization,
      appropriate adjustments shall be made in the application of the provisions
      of this Warrant Certificate with respect to the rights and interest
      thereafter of the Warrantholder to the end that the provisions of this
      Warrant Certificate shall thereafter correspondingly be made applicable as
      nearly as may reasonably be possible in relation to any shares or other
      securities or property thereafter deliverable upon the exercise of this
      Warrant.

	 	 	 
	 	(f) 	
      If at any time during the Adjustment Period any
      adjustment or readjustment in the Exercise Price shall occur pursuant to
      the provisions of clauses 5.2(a), 5.2(b) or 5.2(c) hereof, then the number
      of Common Shares purchasable upon the subsequent exercise of this Warrant
      shall be simultaneously adjusted or readjusted, as the case may be, by
      multiplying the number of Common Shares purchasable upon the exercise of this Warrant immediately prior
to such adjustment or readjustment by a fraction which shall be the reciprocal
of the fraction used in the adjustment or readjustment of the Exercise Price.












5.3       
 Rules: The following rules and procedures shall be applicable to
adjustments made pursuant to subsection 5.2 hereof. 

	 	(a) 	
      Subject to the following provisions of this subsection
      5.3, any adjustment made pursuant to subsection 5.2 hereof shall be made
      successively whenever an event referred to therein shall occur.

	 	 	 
	 	(b) 	
      No adjustment in the Exercise Price shall be required
      unless such adjustment would result in a change of at least one per cent
      in the then Exercise Price and no adjustment shall be made in the number
      of Common Shares purchasable or issuable on the exercise of this Warrant
      unless it would result in a change of at least one one-hundredth of a
      Common Share; provided, however, that any adjustments which except for the
      provision of this clause 5.3(b) would otherwise have been required to be
      made shall be carried forward and taken into account in any subsequent
      adjustment. Notwithstanding any other provision of subsection 5.2 hereof,
      no adjustment of the Exercise Price shall be made which would result in an
      increase in the Exercise Price or a decrease in the number of Common
      Shares issuable upon the exercise of this Warrant (except in respect of
      the Common Share Reorganization described in subclause 5.2(a)(iv) hereof
      or a Capital Reorganization described in subclause 5.2(d)(ii)
    hereof).

	 	 	 
	 	(c) 	
      No adjustment in the Exercise Price or in the number or
      kind of securities purchasable upon the exercise of this Warrant shall be
      made in respect of any event described in section 5 hereof if the
      Warrantholder is entitled to participate in such event on the same terms
      mutatis mutandis as if the Warrantholder had exercised this Warrant prior
      to or on the record date or effective date, as the case may be, of such
      event.

	 	 	 
	 	(d) 	
      No adjustment in the Exercise Price or in the number of
      Common Shares purchasable upon the exercise of this Warrant shall be made
      pursuant to subsection 5.2 hereof in respect of the issue from time to
      time of Common Shares pursuant to this Warrant Certificate or pursuant to
      any stock option, stock purchase or stock bonus plan in effect from time
      to time for directors, officers or employees of the Corporation and/or any
      subsidiary of the Corporation and any such issue, and any grant of options
      in connection therewith, shall be deemed not to be a Common Share
      Reorganization, a Rights Offering nor any other event described in
      subsection 5.2 hereof.

	 	 	 
	 	(e) 	
      If at any time during the Adjustment Period the
      Corporation shall take any action affecting the Common Shares, other than
      an action described in subsection 5.2 hereof, which in the opinion of the
      directors would have a material adverse effect upon the rights of the
      Warrantholder, either or both the Exercise Price and the number of Common
      Shares purchasable upon exercise of this Warrant shall be adjusted in such
      manner and at such time by action by the directors, in their sole
      discretion, as may be equitable in the circumstances. Failure of the
      taking of action by the directors so as to provide for an adjustment
prior to the effective date of any action by the Corporation affecting the
Common Shares shall be deemed to be conclusive evidence that the directors have
determined that it is equitable to make no adjustment in the circumstances. 












	 	(f) 	
      If the Corporation shall set a record date to determine
      holders of Common Shares for the purpose of entitling such holders to
      receive any dividend or distribution or any subscription or purchase
      rights and shall, thereafter and before the distribution to such holders
      of any such dividend, distribution or subscription or purchase rights,
      legally abandon its plan to payor deliver such dividend, distribution or
      subscription or purchase rights, then no adjustment in the Exercise Price
      or the number of Common Shares purchasable upon exercise of this Warrant
      shall be required by reason of the setting of such record date.

	 	 	 	 
	 	(g) 	
      In any case in which this Warrant shall require that an
      adjustment shall become effective immediately after a record date for an
      event referred to in subsection 5.2 hereof, the Corporation may defer,
      until the occurrence of such event:

	 	 	 	 
	 		(i) 	
      issuing to the Warrantholder, to the extent that this
      Warrant is exercised after such record date and before the occurrence of
      such event, the additional Common Shares issuable upon such exercise by
      reason of the adjustment required by such event; and

	 	 	 	 
	 		(ii) 	
      delivering to the Warrantholder any distribution declared
      with respect to such additional Common Shares after such record date and
      before such event;

	 	 	 	 
	 		
      provided, however, that the Corporation shall deliver to
        the Warrantholder an appropriate instrument evidencing the right of the
        Warrantholder, upon the occurrence of the event requiring the adjustment,
        to an adjustment in the Exercise Price and the number of Common Shares
        purchasable upon the exercise of this Warrant and to such distribution
        declared with respect to any such additional Common Shares issuable on
      this exercise of this Warrant.

	 	 	 	 
	 	(h) 	
      In the absence of a resolution of the directors fixing a
      record date for a Rights Offering, the Corporation shall be deemed to have
      fixed as the record date therefor the date of the issue of the rights,
      options or warrants issued pursuant to the Rights Offering.

	 	 	 	 
	 	(i) 	
      If a dispute shall at any time arise with respect to
      adjustments of the Exercise Price or the number of Common Shares
      purchasable upon the exercise of this Warrant, such disputes shall be
      conclusively determined by the auditors of the Corporation or if they are
      unable or unwilling to act, by such other firm of independent chartered
      accountants as may be selected by the directors and any such determination
      shall be conclusive evidence of the correctness of any adjustment made
      pursuant to subsection 5.2 hereof and shall be binding upon the
      Corporation and the Warrantholder.

	 	 	 	 
	 	(j) 	
      As a condition precedent to the taking of any action
      which would require an adjustment pursuant to subsection 5.2 hereof,
      including the Exercise Price and the number or class of Common Shares or other securities which are
to be received upon the exercise thereof, the Corporation shall take any action
which may, in the opinion of counsel to the Corporation, be necessary in order
that the Corporation may validly and legally issue as fully paid and
non-assessable shares all of the Common Shares or other securities which the
Warrantholder is entitled to receive in accordance with the provisions of this
Warrant Certificate. 








 



5.4       
 Notice: At least 21 days prior to any record date or effective
date, as the case may be, for any event which requires or might require an
adjustment in any of the rights of the Warrantholder under this Warrant,
including the Exercise Price and ‘the number of Common Shares which are
purchasable under this Warrant, the Corporation shall deliver to the
Warrantholder a certificate of the Corporation specifying the particulars of
such event and, if determinable, the required adjustment and the calculation of
such adjustment. In case any adjustment for which a notice in this subsection
5.4 has been given is not then determinable, the Corporation shall promptly
after such adjustment is determinable deliver to the Warrantholder a certificate
providing the calculation of such adjustment. The Corporation hereby covenants
and agrees that the register of transfers and transfer books for the Common
Shares will be open, and that the Corporation will not take any action which
might deprive the Warrantholder of the opportunity of exercising the rights of
subscription contained in this Warrant Certificate, during such 21 day period.


6.          Further
Assurances

The Corporation hereby covenants and
agrees that it will do, execute, acknowledge and deliver, or cause to be done,
executed, acknowledged and delivered, all and every such other act, deed and
assurance as the Warrantholder shall reasonably require for the better
accomplishing and effectuating of the intentions and provisions of this Warrant
Certificate. 

7.          Time of
Essence 

Time is of the essence of this Warrant
Certificate. 

8.          Governing
Laws 

This Warrant Certificate shall be
construed in accordance with the laws of the Province of British Columbia and
the laws of Canada applicable therein. In the event that any dispute shall occur
between the parties arising out of or resulting from the construction,
interpretation, enforcement or any other aspect of this Certificate, the parties
hereby agree to accept the exclusive jurisdiction of the Courts of the Province
of British Columbia. 

9.          Notices


All notices or other communications to
be given under this Warrant Certificate shall be delivered by hand, by
telecopier, or by email and, if delivered by hand, shall be deemed to have been
given on the delivery date and, if sent by telecopier or email, on the date of
transmission if sent before 4:00 p.m. on a business day or, if such day is not a
business day, on the first business day following the date of transmission. 







Notices to the Corporation shall be
addressed to: 

Electrameccanica Vehicles Corp. 
102
East 1st Avenue, Vancouver, British Columbia, V5T 1A4 
Attention:
Jerry Kroll, President 
Phone: 604-428-7656 
Email: jerrykroll@me.com


The Corporation or the Warrantholder
may change its address for service by notice in writing to the other of them
specifying its new address for service under this Warrant Certificate. 

10.         Legends on
Common Shares: 

10.1        In addition to
the other legends that may be required hereunder, the certificates representing
Warrant Shares issued upon exercise of Warrants will bear the following legend:


“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE
DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) SEPTEMBER 7, 2016, AND
(II) THE DATE THE COMPANY BECAME A REPORTING ISSUER IN ANY PROVINCE OR
TERRITORY.; 

provided that at any time subsequent to the date which is four
months and one day after the later of (i) September 7, 2016, and (ii) the date
the Company became a reporting issuer in any province or territory, any
certificate representing such Shares may be exchanged for a certificate bearing
no such legends. 

10.2        U.S. Legends:
Any Common Shares issued upon exercise of these Warrants in the United States,
or to or for the account or benefit of a U.S. person or a person in the United
States, will be “restricted securities”, as defined in Rule 144(a)(3) under the
U.S. Securities Act. The certificates representing such Common Shares, as well
as all certificates issued in exchange or in substitution therefor, until such
time as is no longer required under the applicable requirements of the U.S.
Securities Act, or applicable state securities laws, will bear, on the face of
such certificate, the following legend: 

“THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE
UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE
U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN
COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY
APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF
SECURITIES, AND, IN THE CASE OF (C) OR (D), THE HOLDER HAS PRIOR TO SUCH
TRANSFER FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE
CORPORATION. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER
HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A
CANADIAN STOCK EXCHANGE.” 








provided, that if the securities are being sold outside the
United States in compliance with the requirements of Rule 904 of Regulation S
and in compliance with Canadian local laws and regulations, the legends set
forth above may be removed by providing a declaration to the registrar and
transfer agent of the Corporation, as set forth in Schedule B hereto (or in such
other form as the Corporation may prescribe from time to time) and, if requested
by the Corporation or transfer agent, an opinion of counsel of recognized
standing in form and substance satisfactory to the Corporation to the effect
that the transfer is being made in compliance with Rule 904 of Regulation S and
the legend set forth above is no longer required pursuant to the requirements of
the U.S. Securities Act or applicable state securities laws; and provided,
further, that, if any Securities are being sold otherwise than in accordance
with Regulation S and other than to the Corporation, the legend may be removed
by delivery to the registrar and transfer agent and the Corporation of an
opinion of counsel, of recognized standing reasonably satisfactory to the
Corporation, that such legend is no longer required under applicable
requirements of the U.S. Securities Act or state securities laws. 

11.        Lost
Certificate 

11.1       If this Warrant
Certificate or any replacement hereof becomes stolen, lost, mutilated or
destroyed, the Corporation shall, on such terms as it may in its discretion
impose, acting reasonably, issue and deliver a new certificate, in form
identical hereto but with appropriate changes, representing any unexercised
portion of the subscription rights represented hereby to replace the certificate
so stolen, lost, mutilated or destroyed. 

12.        Language


The parties hereto acknowledge and
confirm that they have requested that this Warrant Certificate as well as all
notices and other documents contemplated hereby be drawn up in the English
language. Les parties aux présentes reconnaissent et confirment qu’elles ont
exigé que la présente convention ainsi que tous les avis et documents qui s’y
rattachent soient rédigés dans la langue anglaise. 

13.         Transfer


13.1        The Warrants are
non-transferable. 







14.         Successors
and Assigns 

14.1        This Warrant
Certificate shall enure to the benefit of the Warrantholder and the successors
and assignees thereof and shall be binding upon the Corporation and the
successors thereof. 

IN WITNESS WHEREOF, the
Corporation has caused this Warrant Certificate to be signed by an authorized
officer as of the ___ day of ________________, 201__. 

ELECTRAMECCANICA VEHICLES CORP. 


	Per: 	 
		Authorized Signatory
  



______________












Schedule A 

SUBSCRIPTION FORM 

To:         
Electrameccanica Vehicles Corp. 

The undersigned hereby subscribes for
____________common shares (“Common Shares”) of Electrameccanica Vehilces
Corp. (the “Corporation”) (or such other number of Common Shares or other
securities to which such subscription entitles the undersigned in lieu thereof
or in addition thereto) pursuant to the provisions of the warrant certificate
(the “Warrant Certificate”) dated as of the __ day of _____________,
201__ issued by the Corporation to the Warrantholder (as defined in the Warrant
Certificate) at the purchase price of $2.00 per Common Share if exercised on or
before 5:00 p.m. (Vancouver time) on ________________, 20__, (or at such other
purchase price as may then be in effect under the provisions of the Warrant
Certificate) and on and subject to the other terms and conditions specified in
the Warrant and encloses herewith a cheque, bank draft or money order or has
transmitted good same day funds by wire or other similar transfer in lawful
money of Canada payable to or to the order of the Corporation in payment of the
subscription price. 

The undersigned hereby directs that
the Common Shares subscribed for be registered and delivered as follows: 


	Name in Full 	Address (include Postal/Zip
      Code) 	Number of Common Shares 
	 	 	 
	 	 	 



 As at the time of exercise
hereunder, the undersigned Warrantholder represents, warrants and certifies as
follows (check one): 

		
      (A) 
	
      [   ] 
	
      the undersigned Warrantholder at the time of exercise of
      the Warrant is not in the United States, is not a “U.S. person” as defined
      in Regulation S under the United States Securities Act of 1933, as
      amended (the “U.S. Securities Act”), and is not exercising
      the Warrant for the account or benefit of a U.S. person or a person in the
      United States (as defined in Regulation S), and did not execute or deliver
      this subscription form in the United States; OR 

	
       
	
       
	
       
	
       

		
      (B) 
	
      [   ] 
	
      the undersigned Warrantholder is resident in the United
      States, is a U.S. person, or is exercising the Warrant for the account or
      benefit of a U.S. person or a person in the United States (a “U.S.
      Holder”), and is an “accredited investor”, as defined in Rule 501(a)
      of Regulation D under the U.S. Securities Act (a “U.S. Accredited
      Investor”), and has completed the U.S. Accredited Investor Status
      Certificate in the form attached to this subscription form; OR
  











	 	(C) 	[   ] 	if the undersigned Warrantholder is a U.S.
      Holder, the undersigned Warrantholder has delivered to the Corporation and
      the Corporation’s transfer agent an opinion of counsel (which will not be
      sufficient unless it is in form and substance satisfactory to the
      Corporation) or such other evidence satisfactory to the Corporation to the
      effect that with respect to the common shares to be delivered upon
      exercise of the Warrant, the issuance of such securities has been
      registered under the U.S. Securities Act and applicable state securities
      laws, or an exemption from the registration requirements of the U.S.
      Securities Act and applicable state securities laws is available.
  


Note: Certificates representing common shares will not be
registered or delivered to an address in the United States unless box (B) or (C)
immediately above is checked. 

 If the undersigned Warrantholder
has indicated that the undersigned Warrantholder is a U.S. Accredited Investor
by marking box (B) above, the undersigned Warrantholder additionally represents
and warrants to the Corporation that: 

	 	1 	
      the undersigned Warrantholder has such knowledge and
      experience in financial and business matters as to be capable of
      evaluating the merits and risks of an investment in the Common Shares, and
      the undersigned is able to bear the economic risk of loss of his or her
      entire investment;

	 	 	 
	 	2. 	
      the undersigned is: (i) purchasing the Common Shares for
      his or her own account or for the account of one or more U.S. Accredited
      Investors with respect to which the undersigned is exercising sole
      investment discretion, and not on behalf of any other person; (ii) is
      purchasing the Common Shares for investment purposes only and not with a
      view to resale, distribution or other disposition in violation of United
      States federal or state securities laws; and (iii) in the case of the
      purchase by the undersigned of the Common Shares as agent or trustee for
      any other person or persons (each a “Beneficial Owner”), the
      undersigned Warrantholder has due and proper authority to act as agent or
      trustee for and on behalf of each such Beneficial Owner in connection with
      the transactions contemplated hereby; provided that: (x) if the
      undersigned Warrantholder, or any Beneficial Owner, is a corporation or a
      partnership, syndicate, trust or other form of unincorporated
      organization, the undersigned Warrantholder or each such Beneficial Owner
      was not incorporated or created solely, nor is it being used primarily to
      permit purchases without a prospectus or registration statement under
      applicable law; and (y) each Beneficial Owner, if any, is a U.S.
      Accredited Investor; and

	 	 	 
	 	3. 	
      the undersigned has not exercised the Warrants as a
      result of any form of general solicitation or general advertising (as such
      terms are used in Rule 502 of Regulation D under the U.S. Securities Act),
      including advertisements, articles, notices or other communications
      published in any newspaper, magazine or similar media, or broadcast over
      radio, television, the Internet or other form of telecommunications, or
      any seminar or meeting whose attendees have been invited by general
      solicitation or general advertising.










 If the undersigned has indicated
that the undersigned is a U.S. Accredited Investor by marking box (B) above, the
undersigned also acknowledges and agrees that: 

	 	1. 	
      the Corporation has provided to the undersigned the
      opportunity to ask questions and receive answers concerning the terms and
      conditions of the offering, and the undersigned has had access to such
      information concerning the Corporation as the undersigned has considered
      necessary or appropriate in connection with the undersigned’s investment
      decision to acquire the Common Shares;

	 	 	 
	 	2. 	
      if the undersigned decides to offer, sell or otherwise
      transfer any of the Common Shares, the undersigned must not, and will not,
      offer, sell or otherwise transfer any of such Common Shares directly or
      indirectly, unless:




	 	(a) 	
      the sale is to the Corporation;

	 	 	 
	 	(b) 	
      the sale is made outside the United States in a
      transaction meeting the requirements of Rule 904 of Regulation S under the
      U.S. Securities Act and in compliance with applicable local laws and
      regulations;

	 	 	 
	 	(c) 	
      the sale is made pursuant to the exemption from the
      registration requirements under the U.S. Securities Act provided by Rule
      144 thereunder, if available, and in accordance with any applicable state
      securities or “blue sky” laws; or

	 	 	 
	 	(d) 	
      the Common Shares are sold in a transaction that does not
      require registration under the U.S. Securities Act or any applicable state
      laws and regulations governing the offer and sale of securities, and it
      has prior to such sale furnished to the Corporation an opinion of counsel
      reasonably satisfactory to the Corporation;




	 	3. 	
      the Common Shares are “restricted securities” under
      applicable federal securities laws and that the U.S. Securities Act and
      the rules of the United States Securities and Exchange Commission provide
      in substance that the undersigned may dispose of the Common Shares only
      pursuant to an effective registration statement under the U.S. Securities
      Act or an exemption therefrom;

	 	 	 
	 	4. 	
      the Corporation has no obligation to register any of the
      Common Shares or to take action so as to permit sales pursuant to the U.S.
      Securities Act (including Rule 144 thereunder);

	 	 	 
	 	5. 	
      the certificates representing the Common Shares (and any
      certificates issued in exchange or substitution for the Common Shares)
      will bear a legend stating that such securities have not been registered
      under the U.S. Securities Act or the securities laws of any state of the
      United States, and may not be offered for sale or sold unless registered
      under the U.S. Securities Act and the securities laws of all applicable
      states of the United States, or unless an exemption from such registration
      requirements is available;

	 	 	 
	 	6. 	
      the legend may be removed by delivery to the registrar
      and transfer agent and the Corporation of an opinion of counsel, of
      recognized standing reasonably satisfactory to the Corporation, that such legend is no longer
required under applicable requirements of the U.S. Securities Act or state
securities laws;













	 	7. 	
      there may be material tax consequences to the undersigned
      of an acquisition or disposition of the Common Shares;

	 	 	 
	 	8. 	
      the Corporation gives no opinion and makes no
      representation with respect to the tax consequences to the undersigned
      under United States, state, local or foreign tax law of the undersigned’s
      acquisition or disposition of any Common Shares; in particular, no
      determination has been made whether the Corporation will be a “passive
      foreign investment company” (commonly known as a “PFIC”) within the
      meaning of Section 1297 of the United States Internal Revenue
      Code;

	 	 	 
	 	9. 	
      funds representing the subscription price for the Common
      Shares which will be advanced by the undersigned to the Corporation upon
      exercise of the Warrants will not represent proceeds of crime for the
      purposes of the United States Uniting and Strengthening America by
      Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
      Act (the “PATRIOT Act”), and the undersigned acknowledges that
      the Corporation may in the future be required by law to disclose the
      undersigned’s name and other information relating to this exercise form
      and the undersigned’s subscription hereunder, on a confidential basis,
      pursuant to the PATRIOT Act. No portion of the subscription price to be
      provided by the undersigned (i) has been or will be derived from or
      related to any activity that is deemed criminal under the laws of the
      United States of America, or any other jurisdiction, or (ii) is being
      tendered on behalf of a person or entity who has not been identified to or
      by the undersigned, and it shall promptly notify the Corporation if the
      undersigned discovers that any of such representations ceases to be true
      and provide the Corporation with appropriate information in connection
      therewith; and

	 	 	 
	 	10. 	
      the undersigned consents to the Corporation making a
      notation on its records or giving instructions to any transfer agent of
      the Corporation in order to implement the restrictions on transfer set
      forth and described in this subscription form.



 In the absence of instructions to
the contrary, the securities or other property will be issued in the name of or
to the Warrantholder hereof and will be sent by first class mail to the last
address of the Warrantholder appearing on the register maintained for the
Warrants. 







DATED this _________day of _______________, 20___. 

In the presence of: 

	Signature of Witness
    	 	Signature
      of Warrantholder 
	  	 	  
	  	 	  
	
      Witness’s Name 
		
      Name and Title of Authorized Signatory for the
      Warrantholder 



Please print below your name and address in full. 

	Legal Name 	 
	 	 
	Address 	 
	 	 
	 	 


INSTRUCTIONS FOR SUBSCRIPTION 

The signature to the subscription must
correspond in every particular with the name written upon the face of the
Warrant Certificate without alteration. If the certificates representing the
common shares to be issued upon exercise of the Warrants differs from the
registration of the Warrant Certificates the signature of the registered
Warrantholder must be guaranteed by an authorized officer of a Canadian
chartered bank, or of a major Canadian trust company, or by a medallion
signature guarantee from a member recognized under the Signature Medallion
Guarantee Program, or from a similar entity in the United States, if this
transfer is executed in the United States, or in accordance with industry
standards. 

 In the case of persons signing by
agent or attorney or by personal representative(s), the authority of such agent,
attorney or representative(s) to sign must be proven to the satisfaction of the
Corporation. 

 If the Warrant Certificate and
the form of subscription are being forwarded by mail, registered mail must be
employed. 

__________ 







U.S. ACCREDITED INVESTOR STATUS CERTIFICATE


In connection with the exercise of
certain outstanding warrants of ELECTRAMECCANICA VEHICLES CORP. (the
“Company”) by the Warrantholder, the Warrantholder hereby represents and
warrants to the Company that the Warrantholder, and each beneficial owner (each
a “Beneficial Owner”), if any, on whose behalf the Warrantholder is
exercising such warrants, satisfies one or more of the following categories of
Accredited Investor (please write “W/H” for the undersigned Warrantholder,
and “B/O” for each beneficial owner, if any, on each line that applies):


	
      _____ (1) 
	
      Any bank as defined in Section 3(a)(2) of the United
      States Securities Act of 1933, as amended (the “U.S. Securities
      Act”), or any savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the U.S. Securities Act whether acting in
      its individual or fiduciary capacity; any broker or dealer registered
      pursuant to Section 15 of the U.S. Securities Exchange Act of 1934; any
      insurance company as defined in Section 2(a)(13) of the U.S. Securities
      Act; any investment company registered under the U.S. Investment Company
      Act of 1940 or a business development company as defined in Section
      2(a)(48) of that Act; any Small Business Investment Company licensed by
      the U.S. Small Business Administration under Section 301(c) or (d) of the
      U.S. Small Business Investment Act of 1958; any plan established and
      maintained by a state, its political subdivisions, or any agency or
      instrumentality of a state or its political subdivisions, for the benefit
      of its employees, if such plan has total assets in excess of US$5,000,000;
      any employee benefit plan within the meaning of the U.S. Employee
      Retirement Income Security Act of 1974 if the investment decision is made
      by a plan fiduciary, as defined in Section 3(21) of such Act, which is
      either a bank, savings and loan association, insurance company, or
      registered investment adviser, or if the employee benefit plan has total
      assets in excess of US$5,000,000, or, if a self-directed plan, with
      investment decisions made solely by persons that are “accredited
      investors” (as such term is defined in Rule 501 of Regulation D of the
      U.S. Securities Act); 

	
      
	
       

	
      _____ (2) 
	
      Any private business development company as defined in
      Section 202(a)(22) of the U.S. Investment Advisers Act of 1940; 

	
      
	
       

	
      _____ (3) 
	
      Any organization described in Section 501(c)(3) of the
      U.S. Internal Revenue Code, corporation, Massachusetts or similar business
      trust, or partnership, not formed for the specific purpose of acquiring
      the securities offered, with total assets in excess of US$5,000,000;
    

	
      
	
       

	
      _____ (4) 
	
      Any trust with total assets in excess of US$5,000,000,
      not formed for the specific purpose of acquiring the securities offered,
      whose purchase is directed by a sophisticated person (being defined as a
      person who has such knowledge and experience in financial and business
      matters that he or she is capable of evaluating the merits and risks of
      the prospective investment); 











	
      _____ (5) 
	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, at the time of purchase, exceeds
      US$1,000,000 (for the purposes of calculating net worth, (i) the person’s
      primary residence shall not be included as an asset; (ii) indebtedness
      that is secured by the person’s primary residence, up to the estimated
      fair market value of the primary residence at the time of this
      certification, shall not be included as a liability (except that if the
      amount of such indebtedness outstanding at the time of this certification
      exceeds the amount outstanding 60 days before such time, other than as a
      result of the acquisition of the primary residence, the amount of such
      excess shall be included as a liability); and (iii) indebtedness that is
      secured by the person’s primary residence in excess of the estimated fair
      market value of the primary residence shall be included as a liability);
      

	
      
	
       

	
      _____ (6) 
	
      A natural person who had annual gross income during each
      of the last two full calendar years in excess of US$200,000 (or together
      with his or her spouse in excess of US$300,000) and reasonably expects to
      have annual gross income in excess of US$200,000 (or together with his or
      her spouse in excess of US$300,000) during the current calendar year, and
      no reason to believe that his or her annual gross income will not remain
      in excess of US$200,000 (or that together with his or her spouse will not
      remain in excess of US$300,000) for the foreseeable future; 

	
      
	
       

	
      _____ (7) 
	
      Any director or executive officer of the Company; or
    

	
      
	
       

	
      _____ (8) 
	
      Any entity in which all of the equity owners meet the
      requirements of at least one of the above categories (if this
      alternative is selected you must identify each equity owner and
      provide statements for each demonstrating how they qualify as an
      accredited investor). 



__________ 







Schedule B 

FORM OF DECLARATION FOR REMOVAL OF LEGEND 

TO:        
 Electrameccanica Vehicles Corp. 

TO:        
 Registrar and transfer agent for the shares of the Corporation 

 The undersigned (A) acknowledges
that the sale of the securities of Electrameccanica Vehicles Corp. (the
“Corporation”) to which this declaration relates is being made in
reliance on Rule 904 of Regulation S under the United States Securities Act of
1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1)
the undersigned is not an “affiliate” of the Corporation (as that term is
defined in Rule 405 under the U.S. Securities Act), a “distributor” or an
affiliate of “distributor”, (2) the offer of such securities was not made to a
person in the United States and either (a) at the time the buy order was
originated, the buyer was outside the United States, or the seller and any
person acting on its behalf reasonably believed that the buyer was outside the
United States or (b) the transaction was executed on or through the facilities
of the TSX Venture Exchange or another “designated offshore securities market”
and neither the seller nor any person acting on its behalf knows that the
transaction has been prearranged with a buyer in the United States, (3) neither
the seller nor any affiliate of the seller nor any person acting on their behalf
has engaged or will engage in any directed selling efforts in the United States
in connection with the offer and sale of such securities, (4) the sale is bona
fide and not for the purpose of “washing-off” the resale restrictions imposed
because the securities are “restricted securities” as that term is defined in
Rule 144(a)(3) under the U.S. Securities Act, (5) the seller does not intend to
replace such securities sold in reliance on Rule 904 of Regulation S of the U.S.
Securities Act with fungible unrestricted securities, and (6) the contemplated
sale is not a transaction, or part of a series of transactions, which, although
in technical compliance with Regulation S under the U.S. Securities Act, is part
of a plan or scheme to evade the registration provisions of the U.S. Securities
Act. Unless otherwise specified, terms set forth above in quotation marks have
the meanings given to them by Regulation S under the U.S. Securities Act. 

DATED at __________________________this _______ day of
_______________, 20____. 


	Signature of
      individual (if Seller is an individual) 
	 
	Authorized signatory (if Seller is not an individual)

	 
	Name of Seller (please print) 
	 
	Name of authorized signatory (please print) 
	 
	Official capacity of authorized signatory (please print)
  










AFFIRMATION BY SELLER'S BROKER-DEALER 
(Required
for sales pursuant to Section (B)(2)(b) above)

We have read the representation letter of
______________________________(the “Seller”) dated _____________, 20__, pursuant
to which the Seller has requested that we sell, for the Seller’s account,
____________________common shares of the Corporation represented by certificate
number _________________(the “Common Shares”). We have executed sales of the
Common Shares pursuant to Rule 904 of Regulation S under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”), on behalf of the
Seller. In that connection, we hereby represent to you as follows: 

	(1) 	
      no offer to sell the Common Shares was made to a person
      in the United States;

	 	 
	(2) 	
      the sale of the Common Shares was executed in, on or
      through the facilities of the Toronto Stock Exchange, the TSX Venture
      Exchange or another “designated offshore securities market” (as defined in
      Rule 902(b) of Regulation S under the U.S. Securities Act), and, to the
      best of our knowledge, the sale was not pre-arranged with a buyer in the
      United States;

	 	 
	(3) 	
      no “directed selling efforts” were made in the United
      States by the undersigned, any affiliate of the undersigned, or any person
      acting on behalf of the undersigned; and

	 	 
	(4) 	
      we have done no more than execute the order or orders to
      sell the Common Shares as agent for the Seller and will receive no more
      than the usual and customary broker’s commission that would be received by
      a person executing such transaction as agent.



For purposes of these representations: “affiliate” means a
person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the undersigned;
“directed selling efforts” means any activity undertaken for the purpose of, or
that could reasonably be expected to have the effect of, conditioning the market
in the United States for the Common Shares (including, but not be limited to,
the solicitation of offers to purchase the Common Shares from persons in the
United States); and “United States” means the United States of America, its
territories or possessions, any State of the United States, and the District of
Columbia. Legal counsel to the Corporation shall be entitled to rely upon the
representations, warranties and covenants contained in this letter to the same
extent as if this letter had been addressed to them. 

DATED at __________________________this _______day of
_______________, 20____. 


	Name
      of Firm 





	By: 	 
		Name: 
		Title: 



__________