Exhibit 4.4


 


WARRANT AGENT AGREEMENT


 


WARRANT AGENT AGREEMENT (this “Warrant
Agreement”) dated as of               , 2018 (the
“Issuance Date”) between Electrameccanica Vehicles Corp., a British Columbia corporation (the “Company”),
and               (the “Warrant Agent”).


 


WHEREAS, pursuant to the terms of that certain
Underwriting Agreement (“Underwriting Agreement”), dated              
, 2018, by and among the Company and The Benchmark Company, LLC, as representative of the underwriters set forth therein, the Company
is engaged in a public offering (the “Offering”) of up to              
units, (the “Units”), each unit consisting of one common share, no par value per share (each a “Common
Share”), of the Company and one warrant to purchase one Common Share at an exercise price of $              
per share (each, a “Warrant” and collectively, the “Warrants”, and the Common Shares issued
upon the exercise of such Warrants the “Warrant Shares”), including Common Shares and Warrants issuable pursuant
to the underwriters’ over-allotment option;


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “Commission”) a Registration Statement, No. 333-222814, on Form F-1 (as the same
may be amended from time to time, the “Registration Statement”), for the registration under the Securities Act
of 1933, as amended (the “Securities Act”), of the Units, Common Shares, Warrants and Warrant Shares, and such
Registration Statement was declared effective on              
, 2018;


 


WHEREAS, the Company desires the Warrant Agent
to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set forth in this Warrant
Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;


 


WHEREAS, the Company desires to provide for
the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation
of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done
and performed which are necessary to make the Warrants the valid, binding and legal obligations of the Company and to authorize
the execution and delivery of this Warrant Agreement.


 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent. The
Company hereby appoints the Warrant Agent to act as agent for the Company with respect to the Warrants, and the Warrant Agent hereby
accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth in this Warrant
Agreement (and no implied terms or conditions).


 


2. Warrants.


 


2.1 Form of Warrants. The Warrants shall
be registered securities and shall be initially evidenced by a global Warrant certificate (“Global Certificate”)
in the form of Annex A to this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for
The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee of DTC. If DTC
subsequently ceases to make its settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding
making arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary
to have the Warrants available in, registration in the name of Cede & Co., a nominee of DTC, the Company may instruct the Warrant
Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global Certificate, and the Company
shall instruct the Warrant Agent to deliver to each Holder (as defined below) separate certificates evidencing Warrants (“Definitive
Certificates” and, together with the Global Certificate, “Warrant Certificates”), in the form of Annex
C to this Warrant Agreement. The Warrants represented by the Global Certificate are referred to as “Global Warrants”.


 




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2.2. Issuance and Registration of Warrants.


 


2.2.1. Warrant Register. The Warrant
Agent shall maintain books (“Warrant Register”) for the registration of original issuance and the registration
of transfer of the Warrants. Any Person in whose name ownership of a beneficial interest in the Warrants evidenced by a Global
Certificate is recorded in the records maintained by DTC or its nominee shall be deemed the “beneficial owner” thereof,
provided that all such beneficial interests shall be held through a Participant (as defined below), which shall be the registered
holder of such Warrants.


 


2.2.2. Issuance of Warrants. Upon the
initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificate and deliver the Warrants in the DTC settlement
system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests
in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC
and (ii) by institutions that have accounts with DTC (each, a “Participant”), subject to a Holder’s right
to elect to receive a Warrant in certificated form in the form of Annex C to this Warrant Agreement. Any Holder desiring to elect
to receive a Warrant in certificated form shall make such request in writing delivered to the Warrant Agent pursuant to Section
2.2.8, and shall surrender to the Warrant Agent the interest of the Holder on the books of the Participant evidencing the Warrants
which are to be represented by a Definitive Certificate through the DTC settlement system. Thereupon, the Warrant Agent shall countersign
and deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested.


 


2.2.3. Beneficial Owner; Holder. Prior
to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person
in whose name that Warrant shall be registered on the Warrant Register (the “Holder”) as the absolute owner
of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent
shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant
Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization
furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial
owners in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or a Participant through the DTC system,
except to the extent set forth herein or in the Global Certificate.


 


2.2.4. Execution. The Warrant Certificates
shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized Officer”),
which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by facsimile signature.
The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need not be the same signatory
for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless so countersigned. In case
any Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized Officer of the Company
before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless,
may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed
such Warrant Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf
of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be an Authorized Officer
of the Company authorized to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any
such person was not such an Authorized Officer.


 


2.2.5. Registration of Transfer. At
any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants may be registered and any Warrant Certificate
or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate or Warrant Certificates evidencing
the same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder desiring to register the
transfer of Warrants or to split up, combine or exchange any Warrant Certificate shall make such request in writing delivered to
the Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates evidencing the Warrants
the transfer of which is to be registered or that is or are to be split up, combined or exchanged. Thereupon, the Warrant Agent
shall countersign and deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be,
as so requested. The Warrant Agent may require reasonable and customary payment, by the Holder requesting a registration of transfer
of Warrants or a split-up, combination or exchange of a Warrant Certificate (but, for purposes of clarity, not upon the exercise
of the Warrants and issuance of Warrant Shares to the Holder), of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with such registration of transfer, split-up, combination or exchange, together with reimbursement
to the Warrant Agent of all reasonable expenses incidental thereto.


 




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2.2.6. Loss, Theft and Mutilation of Warrant
Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the loss, theft,
destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security in customary
form and amount (which shall in no event include the posting of any bond by any institutional investor that holds a Definitive
Certificate), and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender
to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant Agent shall, on behalf of the Company,
countersign and deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant Certificate so lost, stolen,
destroyed or mutilated. The Warrant Agent may charge the Holder an administrative fee for processing the replacement of lost Warrant
Certificates, which shall be charged only once in instances where a single surety bond obtained covers multiple certificates. The
Warrant Agent may receive compensation from the surety companies or surety bond agents for administrative services provided to
them.


 


2.2.7. Proxies. The Holder of a Warrant
may grant proxies or otherwise authorize any person, including the Participants and beneficial holders that may own interests through
the Participants, to take any action that a Holder is entitled to take under this Agreement or the Warrants; provided, however,
that at all times that Warrants are evidenced by a Global Certificate, exercise of those Warrants shall be effected on their behalf
by Participants through DTC in accordance the procedures administered by DTC.


 


2.2.8. Warrant
Certificate Request. A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined
below) pursuant to a Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant
Agent for the exchange of some or all of such Holder’s Global Warrants for a Definitive Certificate evidencing the same
number of Warrants, which request shall be in the form attached hereto as Annex E (a “Warrant Certificate
Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the
“Warrant Certificate Request Notice Date” and the deemed surrender upon delivery by the Holder of a number
of Global Warrants for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant
Exchange”), the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly issue and deliver to
the Holder a Definitive Certificate for such number of Warrants in the name set forth in the Warrant Certificate Request
Notice. Such Definitive Certificate shall be dated the original issue date of the Warrants, shall be manually executed by an
authorized signatory of the Company, shall be in the form attached hereto as Annex C, and shall be reasonably acceptable in
all respects to such Holder. In connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant
Agent to deliver, the Definitive Certificate to the Holder within the earlier of (i) two (2) Trading Days and (ii) the number
of Trading Days comprising the Standard Settlement Period of the Warrant Certificate Request Notice pursuant to the delivery
instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the
Company fails for any reason to deliver to the Holder the Definitive Certificate subject to the Warrant Certificate Request
Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not
as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in
the Warrants) of the Common Share on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day
after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such
Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of
delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate
and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes
to contain all of the terms and conditions of the Warrants evidenced by such Warrant Certificate and the terms of this
Agreement, other than Sections 3(c) and 9 herein, shall not apply to the Warrants evidenced by the
Definitive Certificate.


 


2.2.9. For purposes of clarity, if there is
a conflict between the express terms of this Warrant Agreement and the Warrant certificate in the form of Annex C hereto with respect
to terms of the Warrants, the terms of the Warrant certificate shall govern and control.


 




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3. Terms and Exercise of Warrants.


 


3.1. Exercise Price. Each Warrant shall
entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this Warrant Agreement, to purchase
from the Company the number of Common Shares stated therein, at the price of $              
per share, subject to the subsequent adjustments provided in Section 4 hereof. The term “Exercise Price” as
used in this Warrant Agreement refers to the price per share at which Common Shares may be purchased at the time a Warrant is exercised.


 


3.2. Duration of Warrants. Warrants
may be exercised only during the period (“Exercise Period”) commencing on the Issuance Date and terminating
at 5:00 P.M., New York City time (the “close of business”) on              
, 2023 (“Expiration Date”). Each Warrant not exercised on or before the Expiration Date shall become void, and
all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the
Expiration Date.


 


3.3. Exercise of Warrants.


 


3.3.1. Exercise and Payment.


 


(a) Exercise of the purchase rights represented
by a Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before close
of business on the Expiration Date by delivery to the Company of the Notice of Exercise in the form annexed as Annex B hereto
(the “Notice of Exercise”). Within earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising
the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price
for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States
bank unless the cashless exercise procedure specified in Section 3.3.7 below is specified in the applicable Notice of Exercise.
No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)
of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to
physically surrender a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available thereunder
and the Warrant has been exercised in full, in which case, the Holder shall surrender such Warrant to the Company for cancellation
within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant
resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering
the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.
The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.
The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The
Holder and any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph,
following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder
at any given time may be less than the amount stated on the face thereof.


 


Notwithstanding the foregoing in this Section
3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered
form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant
to this Section 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form
for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as
applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the
Warrant Agent Agreement, in which case this sentence shall not apply.


 


3.3.2. Issuance of Warrant Shares. (a)
The Warrant Agent shall, on the Trading Day following the date of exercise of any Warrant, advise the Company, the transfer agent
and registrar for the Company’s Common Shares, in respect of (i) the number of Warrant Shares indicated on the Notice of
Exercise as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder or Participant,
as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants
that remain outstanding after such exercise and (iii) such other information as the Company or such transfer agent and registrar
shall reasonably request.


 




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(b) The Company shall cause the Warrant Shares
purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its
designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”)
if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the
issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless
exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of
the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address
specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) two (2) Trading Days and (ii) the number
of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date,
the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for
all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised,
irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in
the case of a cashless exercise) is received within earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising
the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to
the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the
Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based
on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per
Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share
Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer
agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s
primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise.


 


3.3.3. Valid Issuance. All Warrant Shares
issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant Agreement shall be validly issued,
fully paid and non-assessable.


 


3.3.4. No Fractional Exercise. No fractional
Warrant Shares will be issued upon the exercise of the Warrant. If, by reason of any adjustment made pursuant to Section 4, a Holder
would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such
exercise, round up or down, as applicable, to the nearest whole number the number of Warrant Shares to be issued to such Holder.


 


3.3.5 No Transfer Taxes. Issuance of
Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect
of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall
be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that in the event Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as
a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall
pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant
Shares.


 


3.3.6 [RESERVED]


 


3.3.7 Restrictive Legend Events; Cashless
Exercise Under Certain Circumstances.


 


(i) The Company shall use it reasonable best
efforts to maintain the effectiveness of the Registration Statement and the current status of the prospectus included therein or
to file and maintain the effectiveness of another registration statement and another current prospectus covering the Warrants and
the Warrant Shares at any time that the Warrants are exercisable. The Company shall provide to the Warrant Agent and each Holder
prompt written notice of any time that the Company is unable to deliver the Warrant Shares via DTC transfer or otherwise without
restrictive legend because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission
otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the
Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (D) the
prospectus contained in the Registration Statement is not available for the issuance of the Warrant Shares to the Holder or (E)
otherwise (each a “Restrictive Legend Event”). To the extent that the Warrants cannot be exercised as a result
of a Restrictive Legend Event or a Restrictive Legend Event occurs after a Holder has exercised Warrants in accordance with the
terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder, which
shall be given within five (5) days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously
submitted Election to Purchase and the Company shall return all consideration paid by registered holder for such shares upon such
rescission or (B) treat the attempted exercise as a cashless exercise as described in paragraph (ii) below and refund the cash
portion of the exercise price to the Holder.


 




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(ii) If a Restrictive Legend Event has occurred,
the Warrant may also be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not
be required to make any cash payments or net cash settlement to the Holder in lieu of delivery of the Warrant Shares. Upon a “cashless
exercise”, the Holder shall be entitled to receive the number of Warrant Shares equal to the quotient obtained by dividing
(A-B) (X) by (A), where:


 


(A) = the last VWAP immediately preceding
the date of exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Election to
Purchase (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in
the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be
used in this calculation);


 


(B) = the Exercise Price of the Warrant,
as adjusted as set forth herein; and


 


(X) = the number of Warrant Shares
that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means
of a cash exercise rather than a cashless exercise.


 


If the Warrant Shares are issued in such a
cashless exercise, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Warrant
Shares shall take on the registered characteristics of the Warrants being exercised and the Company agrees not to take any position
contrary thereto. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy
of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise.
The Company shall calculate and transmit to the Warrant Agent in a written notice, and the Warrant Agent shall have no duty, responsibility
or obligation under this section to calculate, the number of Warrant Shares issuable in connection with any cashless exercise.
The Warrant Agent shall be entitled to rely conclusively on any such written notice provided by the Company, and the Warrant Agent
shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with such written instructions or
pursuant to this Warrant Agreement. Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall
be automatically exercised via cashless exercise pursuant to this Section 3.3.7.


 


3.3.8 Disputes. In the case of a dispute
as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares issuable in connection
with any exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares that are not disputed.


 


3.3.9 Compensation for Buy-In on Failure
to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails
to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above
pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker
to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Common Shares
to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise
(a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s
total purchase price (including brokerage commissions, if any) for the Common Shares so purchased exceeds (y) the amount obtained
by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise
at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option
of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was
not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Common Shares that would
have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder
purchases Common Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Common
Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding
sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.
Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely
deliver Common Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 




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3.3.10 Beneficial Ownership Limitation.
The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of a Warrant,
pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the
applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group
together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially
own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of
Common Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Shares
issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of
Common Shares which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned
by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted
portion of any other securities of the Company (including, without limitation, any other securities of the Company which would
entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred stock, right,
option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles
the holder thereof to receive, Common Shares “Common Share Equivalents”) subject to a limitation on conversion or exercise
analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.
Except as set forth in the preceding sentence, for purposes of this Section 3.3.10, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by
the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the
Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this Section 3.3.10 applies, the determination of whether a Warrant is exercisable (in relation
to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant
is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be
the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together
with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial
Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition,
a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.10, in determining the number of outstanding
Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent
periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or
(C) a more recent written notice by the Company or the Transfer Agent setting forth the number of Common Shares outstanding. Upon
the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder
the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving
effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution
Parties since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation”
shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common
Share outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of a Warrant. The Holder,
upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.10, provided
that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Share outstanding immediately
after giving effect to the issuance of Common Shares upon exercise of this Warrant held by the Holder and the provisions of this
Section 3.3.10 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st
day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 3.3.10 to correct this paragraph (or any portion hereof) which
may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a
successor holder of this Warrant.


 




    	 	7	 



     


    

 


4. Adjustments.


 


4.1 Adjustment upon Subdivisions or Combinations.
If the Company, at any time while the Warrants are outstanding: (i) pays a stock dividend or otherwise makes a distribution or
distributions on shares of its Common Share or any other equity or equity equivalent securities payable in Common Shares (which,
for avoidance of doubt, shall not include any Common Shares issued by the Company upon exercise of the Warrants), (ii) subdivides
outstanding Common Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding
Common Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Share any shares of capital
stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the
number of Common Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator
shall be the number of Common Shares outstanding immediately after such event, and the number of shares issuable upon exercise
of each Warrant shall be proportionately adjusted such that the aggregate Exercise Price of such Warrant shall remain unchanged.
Any adjustment made pursuant to this Section 4.1 shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date
in the case of a subdivision, combination or re-classification.


 


4.2 Adjustment for Other Distributions.
(a) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 4.1 above, if at any time the Company
grants, issues or sells any Common Share Equivalents or rights to purchase stock, warrants, securities or other property pro rata
to the record holders of any class of Common Shares (the “Purchase Rights”), then the Holder will be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of Common Shares acquirable upon complete exercise of a Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record
is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record
holders of Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent
that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership
of such Common Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in
abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial
Ownership Limitation).


 


(b) Pro Rata Distributions. During such
time as the Warrants are outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or
rights to acquire its assets) to holders of Common Shares, by way of return of capital or otherwise (including, without limitation,
any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate
rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"), at any time after the issuance
of the Warrants, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that
the Holder would have participated therein if the Holder had held the number of Common Shares acquirable upon complete exercise
of such Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)
immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which
the record holders of Common Shares are to be determined for the participation in such Distribution (provided, however,
to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial
ownership of any Common Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held
in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Beneficial Ownership Limitation).


 




    	 	8	 



     


    

 


4.3. Reclassification, Consolidation, Purchase,
Combination, Sale or Conveyance. If, at any time while the Warrants are outstanding, (i) the Company, directly or indirectly,
in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Share are permitted to sell,
tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the
outstanding Common Share, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Common Share or any compulsory share exchange pursuant to which the Common Share is effectively
converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more
related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other
Person or group acquires more than 50% of the outstanding Common Shares (not including any Common Shares held by the other Person
or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share
purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent
exercise of a Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such
exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any
limitation in Section 3.3.10 on the exercise of a Warrant), the number of Common Shares of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of Common Shares for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3.3.10 on the exercise of a Warrant).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Share in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Shares are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company
shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under the Warrants in accordance with the provisions
of this Section 4.3 pursuant to written agreements prior to such Fundamental Transaction and shall, at the option of the Holder,
deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such
Successor Entity (or its parent entity) equivalent to the Common Shares acquirable and receivable upon exercise of this Warrant
(without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise
price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of
the Common Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares
of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior
to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity
shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of the
Warrants referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and
power of the Company and shall assume all of the obligations of the Company under the Warrants with the same effect as if such
Successor Entity had been named as the Company therein.


 


The Company shall instruct the Warrant Agent
in writing to mail by first class mail, postage prepaid, to each Holder, written notice of the execution of any such amendment,
supplement or agreement with the Successor Entity. Any supplemented or amended agreement entered into by the successor corporation
or transferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 4.3. The Warrant Agent shall have no duty, responsibility or obligation to determine the correctness of any
provisions contained in such agreement or such notice, including but not limited to any provisions relating either to the kind
or amount of securities or other property receivable upon exercise of warrants or with respect to the method employed and provided
therein for any adjustments, and shall be entitled to rely conclusively for all purposes upon the provisions contained in any such
agreement. The provisions of this Section 4.3 shall similarly apply to successive reclassifications, changes, consolidations, mergers,
sales and conveyances of the kind described above.


 




    	 	9	 



     


    

 


4.4. Notices to Holder. (a) Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 4, the Company shall promptly
deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


(b) Notice to Allow Exercise by Holder.
If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Share, (B) the Company shall
declare a special nonrecurring cash dividend on or a redemption of the Common Share, (C) the Company shall authorize the granting
to all holders of the Common Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or
of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of
the Common Share, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all
of the assets of the Company, or any compulsory share exchange whereby the Common Share is converted into other securities, cash
or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs
of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile
number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose
of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders
of the Common Share of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective
or close, and the date as of which it is expected that holders of the Common Share of record shall be entitled to exchange their
shares of the Common Share for securities, cash or other property deliverable upon such reclassification, consolidation, merger,
sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof
shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided
in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the
Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain
entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering
such notice except as may otherwise be expressly set forth herein.


 


4.5 Other Events. If any event occurs
of the type contemplated by the provisions of Section 4.1 or 4.2 but not expressly provided for by such provisions (including,
without limitation, the granting of stock appreciation rights, Adjustment Rights, phantom stock rights or other rights with equity
features to all holders of Common Share for no consideration), then the Company's Board of Directors will, at its discretion and
in good faith, make an adjustment in the Exercise Price and the number of Warrant Shares or designate such additional consideration
to be deemed issuable upon exercise of a Warrant, so as to protect the rights of the registered Holder. No adjustment to the Exercise
Price will be made pursuant to more than one sub-section of this Section 4 in connection with a single issuance.


 


4.6. Notices of Changes in Warrant.
Upon every adjustment of the Exercise Price or the number of Warrant Shares issuable upon exercise of a Warrant, the Company shall
give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting from such adjustment and
the increase or decrease, if any, in the number of Warrant Shares purchasable at such price upon the exercise of a Warrant, setting
forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of
any event specified in Sections 4.1 or 4.2, then, in any such event, the Company shall give written notice to each Holder, at the
last address set forth for such holder in the Warrant Register, as of the record date or the effective date of the event. Failure
to give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall be
entitled to rely conclusively on, and shall be fully protected in relying on, any certificate, notice or instructions provided
by the Company with respect to any adjustment of the Exercise Price or the number of shares issuable upon exercise of a Warrant,
or any related matter, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in
accordance with any such certificate, notice or instructions or pursuant to this Warrant Agreement. The Warrant Agent shall not
be deemed to have knowledge of any such adjustment unless and until it shall have received written notice thereof from the Company.


 




    	 	10	 



     


    

 


5. Restrictive Legends; Fractional Warrants.


 


In the event that a Warrant Certificate surrendered
for transfer bears a restrictive legend, the Warrant Agent shall not register that transfer until the Warrant Agent has received
an opinion of counsel for the Company stating that such transfer may be made and indicating whether the Warrants must also bear
a restrictive legend upon that transfer. The Warrant Agent shall not be required to effect any registration of transfer or exchange
which will result in the transfer of or delivery of a Warrant Certificate for a fraction of a Warrant.


 


6. [RESERVED].


 


7. Other Provisions Relating to Rights of Holders of Warrants.


 


7.1. No Rights as Stockholder. Except
as otherwise specifically provided herein, a Holder, solely in its capacity as a holder of Warrants, shall not be entitled to vote
or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this
Warrant Agreement be construed to confer upon a Holder, solely in its capacity as the registered holder of Warrants, any of the
rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization,
issue of stock, reclassification of share capital, consolidation, merger, conveyance or otherwise), receive notice of meetings,
receive dividends or subscription rights or rights to participate in new issues of shares, or otherwise, prior to the issuance
to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of Warrants.


 


7.2. Reservation of Common Share. The
Company shall at all times reserve and keep available a number of its authorized but unissued Common Shares that will be sufficient
to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.


 


8. Concerning the Warrant Agent and Other Matters.


 


8.1. Any instructions given to the Warrant
Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing by the Company as soon as
practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing
to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with
this Section 8.1.


 


8.2. (a) Whether or not any Warrants are exercised,
for the Warrant Agent’s services as agent for the Company hereunder, the Company shall pay to the Warrant Agent such fees
as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s out of pocket expenses in connection
with this Warrant Agreement, including, without limitation, the fees and expenses of the Warrant Agent’s counsel. While the
Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive rates, these charges may
not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use of the Warrant Agent’s
billing systems.


 


(b) All amounts owed by the Company to the
Warrant Agent under this Warrant Agreement are due within 30 days of the invoice date. Delinquent payments are subject to a late
payment charge of one percent (1.0%) per month commencing 45 days from the invoice date. The Company agrees to reimburse the Warrant
Agent for any attorney’s fees and any other costs associated with collecting delinquent payments.


 


(c) No provision of this Warrant Agreement
shall require Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any
of its duties under this Warrant Agreement or in the exercise of its rights.


 




    	 	11	 



     


    

 


8.3 As agent for the Company hereunder the
Warrant Agent:


 


(a) shall have no duties or obligations other
than those specifically set forth herein or as may subsequently be agreed to in writing by the Warrant Agent and the Company;


 


(b) shall be regarded as making no representations
and having no responsibilities as to the validity, sufficiency, value, or genuineness of the Warrants or any Warrant Shares;


 


(c) shall not be obligated to take any legal
action hereunder; if, however, the Warrant Agent determines to take any legal action hereunder, and where the taking of such action
might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished
with an indemnity reasonably satisfactory to it;


 


(d) may rely on and shall be fully authorized
and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile
transmission or other document or security delivered to the Warrant Agent and believed by it to be genuine and to have been signed
by the proper party or parties;


 


(e) shall not be liable or responsible for
any recital or statement contained in the Registration Statement or any other documents relating thereto;


 


(f) shall not be liable or responsible for
any failure on the part of the Company to comply with any of its covenants and obligations relating to the Warrants, including
without limitation obligations under applicable securities laws;


 


(g) may rely on and shall be fully authorized
and protected in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating
to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers
of the Company, and is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder
from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant
Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions;
any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing
any action proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such
action shall be taken or such omission shall be effective; the Warrant Agent shall not be liable for any action taken by, or omission
of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application
(which date shall not be less than five business days after the date such application is sent to the Company, unless the Company
shall have consented in writing to any earlier date) unless prior to taking any such action, the Warrant Agent shall have received
written instructions in response to such application specifying the action to be taken or omitted;


 


(h) may consult with counsel satisfactory to
the Warrant Agent, including its in-house counsel, and the advice of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice
of such counsel;


 


(i) may perform any of its duties hereunder
either directly or by or through nominees, correspondents, designees, or subagents, and it shall not be liable or responsible for
any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by
it in connection with this Warrant Agreement;


 


and


 


(j) is not authorized, and shall have no obligation, to pay any
brokers, dealers, or soliciting fees to any person


 


(k) shall not be required hereunder to comply with the laws or regulations
of any country other than the United States of America or any political subdivision thereof.


 




    	 	12	 



     


    

 


8.4. (a) In the absence of gross negligence
or willful or illegal misconduct on its part, the Warrant Agent shall not be liable for any action taken, suffered, or omitted
by it or for any error of judgment made by it in the performance of its duties under this Warrant Agreement. Anything in this Warrant
Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable for special, indirect, incidental, consequential
or punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has
been advised of the possibility of such losses or damages and regardless of the form of action. Any liability of the Warrant Agent
will be limited in the aggregate to the amount of fees paid by the Company hereunder. The Warrant Agent shall not be liable for
any failures, delays or losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not
limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil
disobedience, riots, rebellions, storms, electrical or mechanical failure, computer hardware or software failure, communications
facilities failures including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences.


 


(b) In the event any question or dispute arises
with respect to the proper interpretation of the Warrants or the Warrant Agent’s duties under this Warrant Agreement or the
rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be held liable or responsible
for its refusal to act until the question or dispute has been judicially settled (and, if appropriate, it may file a suit in interpleader
or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all
persons interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance
satisfactory to Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant Agent may require for
such purpose, but shall not be obligated to require, the execution of such written settlement by all


the Holders and all other persons that may
have an interest in the settlement.


 


8.5. The Company covenants to indemnify the
Warrant Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”) arising out
of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses of defending
itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result of the
Warrant Agent’s gross negligence or willful misconduct.


 


8.6. Unless terminated earlier by the parties
hereto, this Agreement shall terminate 90 days after the earlier of the Expiration Date and the date on which no Warrants remain
outstanding (the “Termination Date”). On the business day following the Termination Date, the Agent shall deliver
to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement. The Agent’s right to be
reimbursed for fees, charges and out-of- pocket expenses as provided in this Section 8 shall survive the termination of this Warrant
Agreement.


 


8.7. If any provision of this Warrant Agreement
shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall be construed and enforced as if such
provision had not been contained herein and shall be deemed an Agreement among the parties to it to the full extent permitted by
applicable law.


 


8.8. The Company represents and warrants that
(a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation, (b) the offer and sale of
the Warrants and the execution, delivery and performance of all transactions contemplated thereby (including this Warrant Agreement)
have been duly authorized by all necessary corporate action and will not result in a breach of or constitute a default under the
articles of association, bylaws or any similar document of the Company or any indenture, agreement or instrument to which it is
a party or is bound, (c) this Warrant Agreement has been duly executed and delivered by the Company and constitutes the legal,
valid, binding and enforceable obligation of the Company, (d) the Warrants will comply in all material respects with all applicable
requirements of law and (e) to the best of its knowledge, there is no litigation pending or threatened as of the date hereof in
connection with the offering of the Warrants.


 


8.9. In the event of inconsistency between
this Warrant Agreement and the descriptions in the Registration Statement, as they may from time to time be amended, the terms
of this Warrant Agreement shall control.


 


8.10. Set forth in Annex D hereto is
a list of the names and specimen signatures of the persons authorized to act for the Company under this Warrant Agreement (the
“Authorized Representatives”). The Company shall, from time to time, certify to you the names and signatures
of any other persons authorized to act for the Company under this Warrant Agreement.


 




    	 	13	 



     


    

 


8.11. Except as expressly set forth elsewhere
in this Warrant Agreement, all notices, instructions and communications under this Agreement shall be in writing, shall be effective
upon receipt and shall be addressed, if to the Company, to its address set forth beneath its signature to this Agreement, or, if
to the Warrant Agent, to               at              
, or to such other address of which a party hereto has notified the other party.


 


8.12. (a) This Warrant Agreement shall be governed
by and construed in accordance with the laws of the State of New York. All actions and proceedings relating to or arising from,
directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of Manhattan in the City and
State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that any service of process
may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for
notices hereunder. Each of the parties hereto hereby waives the right to a trial by jury in any action or proceeding arising out
of or relating to this Warrant Agreement.


 


(b) This Warrant Agreement shall inure to the
benefit of and be binding upon the successors and assigns of the parties hereto. This Warrant Agreement may not be assigned, or
otherwise transferred, in whole or in part, by either party without the prior written consent of the other party, which the other
party will not unreasonably withhold, condition or delay; except that (i) consent is not required for an assignment or delegation
of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization, merger, consolidation, sale of assets
or other form of business combination by Warrant Agent or the Company shall not be deemed to constitute an assignment of this Warrant
Agreement.


 


(c) No provision of this Warrant Agreement
may be amended, modified or waived, except in a written document signed by both parties. The Company and the Warrant Agent may
amend or supplement this Warrant Agreement without the consent of any Holder for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to
matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties determine,
in good faith, shall not adversely affect the interest of the Holders.


 


8.13 Payment of Taxes. The Company will
from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the
issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require the Holders to pay any transfer
taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering any transfer of Warrants or any
delivery of any Warrant Shares unless or until the persons requesting the registration or issuance shall have paid to the Warrant
Agent for the account of the Company the amount of such tax or charge, if any, or shall have established to the reasonable satisfaction
of the Company and the Warrant Agent that such tax or charge, if any, has been paid.


 


8.14 Resignation of Warrant Agent.


 


8.14.1. Appointment of Successor Warrant
Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company, or such shorter period
of time agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any successor Warrant Agent,
after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant Agent, or such shorter period
of time as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination or incapacity to act or otherwise,
the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make
such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Warrant
Agent, then the Warrant Agent or any Holder may apply to any court of competent jurisdiction for the appointment of a successor
Warrant Agent at the Company’s cost. Pending appointment of a successor to such Warrant Agent, either by the Company or by
such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent (but not including
the initial Warrant Agent), whether appointed by the Company or by such court, shall be a person organized and existing under the
laws of any state of the United States of America, in good standing, and authorized under such laws to exercise corporate trust
powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent
shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with
like effect as if originally named as Warrant Agent hereunder, without any further act or deed, and except for executing and delivering
documents as provided in the sentence that follows, the predecessor Warrant Agent shall have no further duties, obligations, responsibilities
or liabilities hereunder, but shall be entitled to all rights that survive the termination of this Warrant Agreement and the resignation
or removal of the Warrant Agent, including but not limited to its right to indemnity hereunder. If for any reason it becomes necessary
or appropriate or at the request of the Company, the predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant
Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any
and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers, rights, immunities, duties, and obligations.


 




    	 	14	 



     


    

 


8.14.2. Notice of Successor Warrant Agent.
In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent
and the transfer agent for the Common Share not later than the effective date of any such appointment.


 


8.14.3. Merger or Consolidation of Warrant
Agent. Any person into which the Warrant Agent may be merged or converted or with which it may be consolidated or any person
resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party or any person succeeding to
the shareowner services business of the Warrant Agent or any successor Warrant Agent shall be the successor Warrant Agent under
this Warrant Agreement, without any further act or deed. For purposes of this Warrant Agreement, “person” shall mean
any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust or other entity, and
shall include any successor (by merger or otherwise) thereof or thereto.


 


9. Miscellaneous Provisions.


 


9.1. Persons Having Rights under this Warrant
Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holders
any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or
agreement hereof.


 


9.2. Examination of the Warrant Agreement.
A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant Agent designated for such
purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require any such holder to provide reasonable
evidence of its interest in the Warrants.


 


9.3. Counterparts. This Warrant Agreement
may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.4. Effect of Headings. The Section
headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation thereof.


 


10. Certain Definitions.


 


As used herein, the following terms shall have
the following meanings:


 


(i) “Adjustment Right” means
any right granted with respect to any securities issued in connection with, or with respect to, any issuance, sale or delivery
(or deemed issuance, sale or delivery in accordance with Section 4) of Common Share (other than rights of the type described in
Section 4.2 and 4.3 hereof) that could result in a decrease in the net consideration received by the Company in connection with,
or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar
rights) but excluding anti-dilution and other similar rights (including pursuant to Section 4.4 of this Agreement).


 




    	 	15	 



     


    

 


(ii) “Trading Day” means
any day on which the Common Share is traded on the Trading Market, or, if the Trading Market is not the principal trading market
for the Common Share, then on the principal securities exchange or securities market in the United States on which the Common Share
is then traded, provided that “Trading Day” shall not include any day on which the Common Share is are scheduled to
trade on such exchange or market for less than 4.5 hours or any day that the Common Share is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00 P.M., New York City time).


 


(iii) “Trading Market” means
NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange.


 


(iv) “VWAP” means, for any
date, the price determined by the first of the following clauses that applies: (a) if the Common Share is then listed or quoted
on a Trading Market, the daily volume weighted average price of the Common Share for such date (or the nearest preceding date)
on the Trading Market on which the Common Share is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day
from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume
weighted average price of the Common Share for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if
the Common Share is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Share are then reported
in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price per share of the Common Share so reported, or (d) in all other cases, the fair
market value of a share of Common Share as determined by an independent appraiser selected in good faith by the holders of a majority
in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be
paid by the Company.


 


[SIGNATURE PAGE FOLLOWS]


 




    	 	16	 



     


    

 


IN WITNESS WHEREOF, this Warrant Agent Agreement has been duly executed
by the parties hereto as of the day and year first above written.


 





	 	Electrameccanica Vehicles
    Corp.








 


	 	By:	 
	 	Name: 	 
	 	Title:	 



 





	 	[Transfer Agent]


  


	 	By:	 
	 	Name: 	 
	 	Title:	 


 


Annex A - Form of Global Certificate


Annex B - Election to Purchase


Annex C- Form of Certificated Warrant


Annex D - Authorized Representatives


Annex E- Form of Warrant Certificate Request Notice


 




     


     


    

 


ANNEX A


 


[FORM OF GLOBAL

CERTIFICATE]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


ELECTRAMECCANICA VEHICLES CORP.


WARRANT CERTIFICATE


NOT EXERCISABLE AFTER              
, 2023


 


This certifies that the person whose name and
address appears below, or registered assigns, is the registered owner of the number of Warrants set forth below. Each Warrant entitles
its registered holder to purchase from ELECTRAMECCANICA VEHICLES CORP., a British Columbia corporation (the “Company”),
at any time prior to 5:00 P.M. (New York City time) on              
, 2023, one common share , no par value, of the Company (each, a “Warrant Share” and collectively, the “Warrant
Shares”), at an exercise price of $              
per share, subject to possible adjustments as provided in the Warrant Agreement (as defined below).


 


This Warrant Certificate, with or without other
Warrant Certificates, upon surrender at the designated office of the Warrant Agent, may be exchanged for another Warrant Certificate
or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered.
A transfer of the Warrants evidenced hereby may be registered upon surrender of this Warrant Certificate at the designated office
of the Warrant Agent by the registered holder in person or by a duly authorized attorney, properly endorsed or accompanied by proper
instruments of transfer, a signature guarantee, and such other and further documentation as the Warrant Agent may reasonably request
and duly stamped as may be required by the laws of the State of New York and of the United States of America.


 


The terms and conditions of the Warrants and
the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant Agent Agreement dated as of              
, 2018 (the “Warrant Agreement”) between the Company and              
] (the “Warrant Agent”). A copy of the Warrant Agreement is available for inspection during business hours at
the office of the Warrant Agent.


 


This Warrant Certificate shall not be valid
or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant Agent.


 


WITNESS the facsimile signature of a proper officer of the Company.


 





	 	ELECTRAMECCANICA
VEHICLES CORP.








 


	 	By:	 
	 	Name: 	 
	 	Title	 


 


Dated                 ,


2018


 




    	 	A-1	 



     


    

 


Countersigned:


 


	              , As Warrant Agent	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title:	 	 


 


PLEASE 


DETACH HERE


——————————————————————————————————————


 


Certificate No.:________Number of Warrants:________


 


WARRANT CUSIP NO.: [●]


 


	 	ELECTRAMECCANICA VEHICLES CORP. 
	 	 
	[Name & Address of Holder]	[●]
	 	 
	 	By Mail:
	 	 
	 	By hand or overnight courier:


 




    	 	A-2	 



     


    

 


ANNEX B


 


NOTICE OF EXERCISE


 


		TO:	ELECTRAMECCANICA VEHICLES CORP.



 


(1)          The undersigned hereby
elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and
tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2)          Payment
shall take the form of (check applicable box):


 


 ̈
in lawful money of the United States; or


 


 ̈
if permitted the cancellation of such number of Warrant Shares as is necessary,
in accordance with the formula set forth in subsection 3.37, to exercise this Warrant with respect to the maximum number of Warrant
Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 3.3.7.


 


(3)          Please issue said Warrant
Shares in the name of the undersigned or in such other name as is specified below:


 


_________________________________


 


The Warrant Shares shall be delivered to the following DWAC Account
Number:


 


_________________________________


 


_________________________________


 


_________________________________


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: _______________________________________________


 


Signature of Authorized Signatory of Investing Entity: _________________________________________


 


Name of Authorized Signatory: _________________________________________


 


Title of Authorized Signatory: _________________________________________


 


Date: _________________________________________


 




    	 	B-1	 



     


    

 


ANNEX C


 


[FORM OF CERTIFICATED WARRANT] 


COMMON SHARE PURCHASE WARRANT


ELECTRAMECCANICA VEHICLES CORP.


 


	Warrant Shares:	Initial Exercise Date:               , 2018
	 	Issue Date:                  , 2018


 


CUSIP:         


 


ISIN:            


 


THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”)
certifies that, for value received, __________________ or its assigns (the “Holder”) is entitled, upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after              
, 2018 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary
of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Electrameccanica
Vehicles Corp., a British Columbia corporation (the “Company”), up to_____________ Common Shares (as subject to adjustment
hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise
Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry
form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this
Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant
Agent Agreement, in which case this sentence shall not apply.


 


Section 1.          Definitions. In
addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:


 


“Affiliate” means any Person
that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a
Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Business Day” means any
day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking
institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Commission” means the United States Securities
and Exchange Commission.


 


“Common Share” means the common stock of the
Company, no par value, and any other class of securities into which such securities may hereafter be reclassified or changed.


 


“Common Share Equivalents”
means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Share,
including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible
into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Share


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Person” means an individual
or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 




    	 	C-1	 



     


    

 


“Proceeding” means an action, claim, suit, investigation
or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced
or threatened.


 


“Registration Statement” means the Company’s
registration statement on Form F-1 (File No. 333-222814).


 


“Rule 144” means Rule 144
promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


“Securities Act” means the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder.


 


“Trading Day” means a day on which the Common
Share is traded on a Trading Market.


 


“Trading Market” means any
of the following markets or exchanges on which the Common Share is listed or quoted for trading on the date in question: the NYSE
American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange
(or any successors to any of the foregoing).


 


“Transfer Agent” means              
, with a mailing address of               , and any successor
transfer agent of the Company.


 


“Warrant Agent
Agreement” means that certain Warrant Agent Agreement, dated as of the Initial Exercise Date, between the Company and
the Warrant Agent.


 


“Warrant Agent” means the Transfer Agent and
any successor warrant agent of the Company.


 


“Warrants” means this Warrant and other Common
Share Purchase Warrants issued by the Company pursuant to the Registration Statement.


 


Section 2.             Exercise.


 


a)           Exercise of the purchase rights represented
by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before close
of business on the Termination Date by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the
Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading
Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i)) following the
date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable
Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure
specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be
required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required.
Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company
until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which
case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final
Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total
number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable
hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records
showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice
of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant,
acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares
hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on
the face hereof.


 




    	 	C-2	 



     


    

 


Notwithstanding the foregoing
in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this
Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions),
shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as
applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required
by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant
in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.


 


b)            Exercise Price.
The exercise price per share of the Common Share under this Warrant shall be $              ,
subject to adjustment hereunder (the “Exercise Price”).


 


c)              Cashless
Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained
therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole
or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number
of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) = the last VWAP immediately preceding the
time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable
Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such
that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP
shall be used in this calculation);


 


(B) = the Exercise Price of this Warrant, as adjusted hereunder;
and


 


(X) = the number of Warrant Shares that would
be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash
exercise rather than a cashless exercise.


 


If Warrant Shares are issued in such a cashless
exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall
take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to
this Section 2(c).


 


“VWAP” means, for any date,
the price determined by the first of the following clauses that applies: (a) if the Common Share is then listed or quoted on a
Trading Market, the daily volume weighted average price of the Common Share for such date (or the nearest preceding date) on the
Trading Market on which the Common Share is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted
average price of the Common Share for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common
Share is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Share are then reported in the “Pink
Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of the Common Share so reported, or (d) in all other cases, the fair market value
of a share of Common Share as determined by an independent appraiser selected in good faith by the holders of a majority in interest
of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the
Company.


 


Notwithstanding anything herein to the contrary,
on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).


 




    	 	C-3	 



     


    

 


d)            Mechanics of Exercise.


 


i.           Delivery of Warrant Shares Upon Exercise.
The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting
the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit
or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A)
there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by
Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered
in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the
Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that
is earlier of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading
Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant
Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes
to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of
the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a
cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the
Standard Settlement Period following the delivery of the Notice of Exercise. If the Company fails for any reason to deliver to
the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the
Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based
on the VWAP of the Common Share on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading
Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery
Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent
that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s
primary Trading Market with respect to the Common Share as in effect on the date of delivery of the Notice of Exercise.


 


ii.          Delivery of New Warrants Upon Exercise.
If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant
certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder
to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical
with this Warrant.


 


iii.         Rescission Rights. If the Company
fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share
Delivery Date, then the Holder will have the right to rescind such exercise.


 




    	 	C-4	 



     


    

 


iv.         Compensation for Buy-In on Failure to
Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails
to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above
pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker
to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Common Shares
to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise
(a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s
total purchase price (including brokerage commissions, if any) for the Common Shares so purchased exceeds (y) the amount obtained
by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise
at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option
of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was
not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Common Shares that would
have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder
purchases Common Share having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Common
Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding
sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.
Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely
deliver Common Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 


v.           No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional Shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


vi.          Charges, Taxes and Expenses. Issuance
of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect
of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall
be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that in the event Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as
a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall
pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same- day electronic delivery of the Warrant
Shares.


 


vii.         Closing of Books. The Company will
not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms
hereof.


 




    	 	C-5	 



     


    

 


e)             Holder’s Exercise Limitations.
The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this
Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth
on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as
a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would
beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of Common Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of
Common Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of Common Shares which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially
owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted
portion of any other securities of the Company (including, without limitation, any other Common Share Equivalents) subject to a
limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,
it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with
Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.
To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion
of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall
be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each
case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy
of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e),
in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected
in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent
public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number
of Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally
and in writing to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares
shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by
the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares was reported.
The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of
any Warrants, 9.99%) of the number of shares of the Common Share outstanding immediately after giving effect to the issuance of
Common Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99%
of the number of shares of the Common Share outstanding immediately after giving effect to the issuance of Common Shares upon exercise
of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial
Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of
this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section
2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership
Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.
The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 


Section 3.          Certain Adjustments.


 


a)            
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions on shares of its Common Share or any other equity or equity equivalent securities
payable in Common Shares (which, for avoidance of doubt, shall not include any Common Shares issued by the Company upon exercise
of this Warrant), (ii) subdivides outstanding Common Shares into a larger number of shares, (iii) combines (including by way of
reverse stock split) outstanding Common Shares into a smaller number of shares, or (iv) issues by reclassification of shares of
the Common Share any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction
of which the numerator shall be the number of Common Shares (excluding treasury shares, if any) outstanding immediately before
such event and of which the denominator shall be the number of Common Shares outstanding immediately after such event, and the
number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price
of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after
the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination or re-classification.


 




    	 	C-6	 



     


    

 


b)             Subsequent Rights Offerings. In addition
to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Share Equivalents
or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Shares
(the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase
Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Common Shares acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the
Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such
Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Shares are to be determined
for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate
in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not
be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of
such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such
time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


c)             Pro Rata Distributions. During such
time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or
rights to acquire its assets) to holders of Common Shares, by way of return of capital or otherwise (including, without limitation,
any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate
rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"), at any time after the issuance
of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that
the Holder would have participated therein if the Holder had held the number of Common Shares acquirable upon complete exercise
of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)
immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which
the record holders of Common Shares are to be determined for the participation in such Distribution (provided, however,
to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial
ownership of any Common Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held
in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Beneficial Ownership Limitation).


 




    	 	C-7	 



     


    

 


e)             Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Share are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Share, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Share or any compulsory share exchange pursuant to which the Common Share is effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group
acquires more than 50% of the outstanding Common Shares (not including any Common Shares held by the other Person or other Persons
making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement
or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this
Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately
prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section
2(e) on the exercise of this Warrant), the number of Common Shares of the successor or acquiring corporation or of the Company,
if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable
as a result of such Fundamental Transaction by a holder of the number of Common Shares for which this Warrant is exercisable immediately
prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For
purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Share in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Share are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company
shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions
of this Section 3(d) pursuant to written agreements prior to such Fundamental Transaction and shall, at the option of the Holder,
deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such
Successor Entity (or its parent entity) equivalent to the Common Shares acquirable and receivable upon exercise of this Warrant
(without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise
price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of
the Common Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares
of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior
to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity
shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this
Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and
power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such
Successor Entity had been named as the Company herein.


 


d)            Calculations. All calculations under
this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section
3, the number of Common Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Common
Shares (excluding treasury shares, if any) issued and outstanding.


 


e)            Notice to Holder.


 


i.           Adjustment to Exercise Price. Whenever
the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by
facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of
Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 




    	 	C-8	 



     


    

 


ii.           Notice to Allow Exercise by Holder.
If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Share, (B) the Company shall
declare a special nonrecurring cash dividend on or a redemption of the Common Share, (C) the Company shall authorize the granting
to all holders of the Common Share rights or warrants to subscribe for or purchase any shares of capital stock of any class or
of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of
the Common Share, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all
of the assets of the Company, or any compulsory share exchange whereby the Common Share is converted into other securities, cash
or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs
of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile
number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose
of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders
of the Common Share of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective
or close, and the date as of which it is expected that holders of the Common Share of record shall be entitled to exchange their
shares of the Common Share for securities, cash or other property deliverable upon such reclassification, consolidation, merger,
sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof
shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided
in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the
Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain
entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering
such notice except as may otherwise be expressly set forth herein.


 


Section 4.           Transfer of Warrant.


 


a)             Transferability. This Warrant and
all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company
or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed
by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name
of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly
be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant
to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the
Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant
full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares
without having a new Warrant issued.


 


b)            New
Warrants. If this Warrant is not held in global form through DTC (or any successor depository), this Warrant may be divided
or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney.
Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company
shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice. All Warrants issued on transfers or exchanges shall be dated the original Initial Exercise Date of this Warrant
and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 




    	 	C-9	 



     


    

 


c)             Warrant Register. The Warrant Agent
shall register this Warrant, upon records to be maintained by the Warrant Agent for that purpose (the “Warrant Register”),
in the name of the record Holder hereof from time to time. The Company and the Warrant Agent may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary.


 


Section 5.          Miscellaneous.


 


a)             No Rights as Stockholder Until Exercise.
This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior
to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.


 


b)            Loss, Theft, Destruction or Mutilation
of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting
of any bond by any institutional investor), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of
such Warrant or stock certificate.


 


c)             Saturdays, Sundays, Holidays, etc.
If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be
a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.


 


d)            Authorized Shares.


 


The Company covenants that, during the period
the Warrant is outstanding, it will reserve from its authorized and unissued Common Share a sufficient number of shares to provide
for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants
that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the
necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable
action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable
law or regulation, or of any requirements of the Trading Market upon which the Common Share may be listed. The Company covenants
that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized,
validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by the Company in respect of the
issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).


 


Except and to the extent as waived or consented
to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation
or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times
in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing,
the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately
prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction
thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 




    	 	C-10	 



     


    

 


Before taking any action which would result
in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall
obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body
or bodies having jurisdiction thereof.


 


e)            Governing Law. All questions concerning
the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party agrees
that all legal Proceedings concerning the interpretation, enforcement and defense of this Warrant shall be commenced in the state
and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party
hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of any provision hereunder), and hereby irrevocably waives, and agrees not to assert in any suit, action or Proceeding, any claim
that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient
venue for such Proceeding. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any
and all right to trial by jury in any legal Proceeding arising out of or relating to this Warrant. If any party shall commence
an action or Proceeding to enforce any provisions of this Warrant, then the prevailing party in such action or Proceeding shall
be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation
and prosecution of such action or Proceeding.


 


f)              Restrictions. The Holder acknowledges
that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless
exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


g)             Nonwaiver and Expenses. No course
of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right
or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant, if
the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to
the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys’ fees, including those of appellate Proceedings, incurred by the Holder in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


h)            Notices. Any and all notices or other
communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Exercise, shall
be in writing and delivered personally, by facsimile or by e-mail, or sent by a nationally recognized overnight courier service,
addressed to the Company, at               , Attention:              
, facsimile number: (              )              
-              , email address:               .com,
or such other facsimile number, email address or address as the Company may specify for such purposes by notice to the Holders.
Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered
personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile
number or address of such Holder appearing on the books of the Warrant Agent. Any notice or other communication or deliveries hereunder
shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City
time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number or e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than
5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be
given. Notwithstanding any other provision of this Warrant, where this Warrant provides for notice of any event to the Holder,
if this Warrant is held in global form by DTC (or any successor depositary), such notice shall be sufficiently given if given to
DTC (or any successor depositary) pursuant to the procedures of DTC (or such successor depositary), subject to a Holder’s
right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this
sentence shall not apply.


 




    	 	C-11	 



     


    

 


i)            Warrant Agent Agreement. If this
Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject to the Warrant Agent Agreement.
To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agent Agreement, the provisions
of this Warrant shall govern and be controlling.


 


j)              Limitation of Liability. No provision
hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration
herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any
Common Share or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.


 


k)             Remedies. The Holder, in addition
to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance
of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action
for specific performance that a remedy at law would be adequate.


 


l)              Successors and Assigns. Subject to
applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding
upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of
this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the
Holder or holder of Warrant Shares.


 


m)            Amendment. This Warrant may be modified
or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder or the beneficial
owner of this Warrant, on the other hand.


 


n)             Severability. Wherever possible,
each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.


 


o)             Headings. The headings used in this
Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.


 


********************


 


(Signature Page Follows)


 




    	 	C-12	 



     


    

 


IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized as of the date first above indicated.


 








	 	ELECTRAMECCANICA VEHICLES CORP. 








 


	 	By:	 
	 	Name: 	 
	 	Title	 


 




     


     


    

 


NOTICE OF EXERCISE


 


		TO:	Electrameccanica Vehicles Corp.



 


		(1)	The undersigned hereby elects to purchase Warrant Shares
of the Companypursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise
price in full, together with all applicable transfer taxes, if any.



 


		(2)	Payment shall take the form of (check applicable box):



 


 ̈
in lawful money of the United States; or


 


 ̈
if permitted the cancellation of such number of Warrant Shares as is necessary,
in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant
Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).


 





		(3)	Please issue said Warrant Shares in the name of the undersigned
or in such other name as is specified below:





 


	 
	 





 


The
Warrant Shares shall be delivered to the following DWAC Account Number:


 


	 
	 
	 
	 
	 







 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: _______________________________________________


 


Signature of Authorized Signatory of Investing Entity: _________________________________________


 


Name of Authorized Signatory: _________________________________________


 


Title of Authorized Signatory: _________________________________________


 


Date: _________________________________________


 




     


     


    

 


ASSIGNMENT FORM


 


(To assign the foregoing Warrant, execute this form and supply
required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to


 


	Name: 	 	 
	 	(Please Print) 	 
	 	 	 
	Address: 	 	 
	 	(Please Print) 	 



 


	Phone Number: : 	 	 
	 	(Please Print) 	 
	 	 	 
	Email Address: : 	 	 
	 	(Please Print) 	 


 


Dated: ________


 


Holder’s Signature: ________________


 


	Holder’s Address: 	 	 
	 	(Please Print) 	 


 




     


     


    

 


ANNEX D


 


AUTHORIZED


REPRESENTATIVES


 


	Name	 	Title	 	Signature
	 	 	 	 	 


 




     


     


    

 


Annex E: Form of Warrant Certificate Request
Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


 


		To:	as Warrant Agent for Electrameccanica Vehicles Corp. (the
“Company”)



 


The undersigned Holder of Common Share Purchase
Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to receive a Definitive Certificate
evidencing the Warrants held by the Holder as specified below:


 


		1)	Name of Holder of Warrants in form of Global Warrants:



 


		2)	Name of Holder in Definitive Certificate (if different
from name of Holder of Warrants in form of Global Warrants):



 


		3)	Number of Warrants in name of Holder in form of Global
Warrants:



 


		4)	Number of Warrants for which Definitive Certificate shall
be issued:



 


		5)	Number of Warrants in name of Holder in form of Global
Warrants after issuance of



 


Definitive Certificate, if any: 


 


		6)	Definitive
Certificate shall be delivered to the following address:



 





	 
	 
	 
	 
	 
	 
	 




 


The undersigned hereby acknowledges and agrees
that, in connection with this Warrant Exchange and the issuance of the Definitive Certificate, the Holder is deemed to have surrendered
the number of Warrants in form of Global Warrants in the name of the Holder equal to the number of Warrants evidenced by the Definitive
Certificate.


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: _____________________________________


 


Signature of Authorized Signatory of Investing Entity: _____________________________


 


Name of Authorized Signatory: _____________________________________


 


Title of Authorized Signatory: _____________________________________


 


Date:____________________________________