CHARTER FOR THE REGULATORY, FOREIGN COMPLIANCE & GOVERNMENT
AFFAIRS COMMITTEE (FCPA)





























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Adopted
by Electrameccanica Vehicles Corp. Board of Directors on this ____
day of December 2017.














FCPA COMMITTEE CHARTER


Purpose





The
Regulatory, Compliance & Government Affairs Committee (the
"Committee") shall report to and assist the Board of Directors
("Board") of Electrameccanica Vehicles Corp. (the "Company") by
providing oversight of regulatory, compliance and governmental
matters that may impact the Company and such other matters as
directed by the Board or this Charter.





Membership





1.
 The Committee shall
be comprised of not less than three members of the
Board.





2.
 All members of the
Committee shall be independent directors, members of the Board, all
of whom shall be independent directors in accordance with Rule
10A-3 under the Securities Exchange Act of 1934 (subject to any
applicable exemptions) and as specified in Rule 5605 (c)(1) of the
Company Guide of the NASDAQ Stock Market Rules.





3.
 At least one member
of the Committee shall serve concurrently on the Audit
Committee.





4.
 Members of the
Committee shall be appointed and may be removed by the
Board.





5.
 Members of the
Committee shall be informed, or shall become informed within a
reasonable period after appointment to the Committee, with respect
to matters of legal and regulatory compliance that are within the
Committee's oversight responsibilities.





Committee Chairman





The
Board shall designate one member of the Committee to act as the
Chairman of the Committee. The Committee member so designated shall
(a) chair all meetings of the Committee; and (b) perform such other
activities as from time to time are requested by the other
Committee members or as circumstances indicate.





Meetings





1.
 The Committee will
meet formally at least four times each fiscal year.





2.
 The Committee will
hold separate private meetings at least semi-annually with each of
the General Counsel, the Chief Compliance Officer, the Chief
Quality Officer, and the Vice President of Corporate Internal
Audit.





3.
 In the discretion
of the Chairman of the Committee, but at least once each year, the
members of the Committee shall meet in Executive
Session.

















Duties and Responsibilities





Among its duties and responsibilities, the Committee
shall:





1.
 Oversee the
Company's major compliance programs with respect to legal and
regulatory requirements (including, but not limited to, the
Company's policies and procedures for monitoring health care
compliance; product quality and compliance; product safety;
privacy; environmental regulation; employee health and safety; and
compliance with the U.S. Foreign Corrupt Practices Act of 1977, as
amended), except with respect to matters of financial compliance
(i.e., accounting, auditing and financial reporting), which are the
responsibility of the Audit Committee. (See Appendix
“A”).





2.
 Oversee compliance
with any ongoing Corporate Integrity Agreements or similar
undertakings by the Company with the U.S. Food and Drug
Administration, U.S. Department of Justice, U.S. Securities and
Exchange Commission, or any other government agency.





3.
 At least annually,
review with the Chief Compliance Officer the organization,
implementation and effectiveness of the Company's compliance and
ethics programs, and the adequacy of the resources for those
programs.





4.
 At least annually,
review with the Chief Executive Officer the organization,
implementation and effectiveness of the Company's quality and
compliance programs, and the adequacy of the resources for those
programs.





5.
 Review the metrics
used by management to provide insight into the Company's compliance
systems and organization.





6.
 Oversee the
Company's Policy on Business Conduct and Code of Business Conduct
& Ethics for Members of the Board of Directors and Executive
Officers, including the annual certification processes, and the
procedures for identifying and investigating any alleged violation
of such Policy or Code. The Vice President of Corporate Internal
Audit shall at least annually report to the Committee on actual and
alleged violations of such Policy or Code, including any matters
that involve criminal conduct or potential criminal
conduct.





7.
 Oversee significant
complaints and other matters raised through the Company's
compliance reporting mechanisms (other than those involving
accounting, auditing, and financial reporting, which are the
responsibility of the Audit Committee).





8.
 As necessary,
review and make recommendations to the Board regarding whether to
grant any waivers of provisions of the Policy on Business Conduct
and Code of Business Conduct & Ethics for Members of the Board
of Directors and Executive Officers for a director or executive
officer.





9.
 At least annually,
review the Company's government affairs strategies and
priorities.





10.
 At least annually,
review the policies, practices and priorities for the Company's
political expenditure and lobbying activities.





11.
 Oversee the
Company's exposure to risks relating to regulatory compliance
matters.





12.
 Consult, as
necessary, with the Audit Committee of the Board regarding the
internal audit plans related to compliance.





13.
 Consult, as
necessary, with the Compensation and Benefits Committee of the
Board regarding the role of compliance in performance
evaluations.





14.
 Monitor and
evaluate new developments and current and emerging trends relating
to regulatory compliance and government relations that affect or
could affect the Company.





Oversight of Committee Matters





1.
 The Committee shall
report regularly to the Board on its meetings and review with the
Board significant issues and concerns that arise at Committee
meetings.





2.
 The Committee may
form and delegate authority to subcommittees when
appropriate.





3.
 The Committee shall
have authority and appropriate funds to retain, consult with and
compensate outside counsel and other advisors as the Committee may
deem appropriate.





4.
 The Committee shall
conduct an annual evaluation of its performance in fulfilling its
duties and responsibilities under this Charter, and shall assess
the adequacy of the reporting and information provided by
management to support the Committee's oversight
responsibilities.





5.
 The Committee
shall, on an annual basis, review and reassess the adequacy of this
Charter and recommend any proposed changes to the Board for
approval.























APPENDIX “A”





SENSITIVE PAYMENTS AND FOREIGN CORRUPT PRACTICES ACT





The
term sensitive payments are commonly used to describe a broad range
of corporate dealings that are generally considered to be either
illegal, unethical, immoral, or to reflect on the integrity of
management. Such payments are usually in the nature of kickbacks,
bribes, or payoffs to favorably influence a decision affecting a
company's business or for the personal gain of an officer or
employee.





Sensitive
transactions may result in violation of U.S. federal laws such as
domestic anti-bribery laws, mail fraud and wire fraud (telephone
and telegraph) statutes, anti-racketeering statutes, the Foreign
Corrupt Practices Act, and other state laws or laws of foreign
countries in which Electrameccanica Vehicles Corp. (the
“Company” has operations. The Company and its officers
and directors as well as employees directly involved may, if
violations of the Foreign Corrupt Practices Act occur, be subject
to fines, imprisonment, and civil litigation.





Moreover,
because the Company is a public company, it is subject to strict
SEC disclosure requirements. The SEC considers that sensitive
transactions may reflect on the integrity of management, and if
sensitive transactions are identified within a publicly owned
company, the matter may have to be publicly disclosed. Failure to
investigate and disclose such transactions may cause a company to
violate U.S. law and the rules and regulations of the SEC, which
specifically require compliance with record-keeping and internal
controls requirements aimed at recording the true nature of all
payments and ensuring their propriety. Disclosure may result in
criminal and civil proceedings against a company and may seriously
injure a company's reputation and business, particularly if the
transaction occurs in a foreign authority.





If any
question exists as to the propriety of any proposed transaction,
the matter should be referred to the chief financial officer prior
to entering the transaction. In all cases, specific conduct must be
carefully considered by Company management.





Sensitive Payments





The
Company’s corporate policy strictly prohibits sensitive
payments. Personnel who either make or receive such a payment are
subject to disciplinary action, including dismissal, as well as the
legal consequences of applicable U.S. federal, state, or foreign
laws.





Any
out-of-the ordinary payment from corporate funds for the express
purpose of obtaining or retaining business or unduly influencing
some matter (such as a tax decision) in favor of the Company should
be considered a “sensitive” payment. Such a payment
could also take the form of extravagant entertainment or a gift of
any value. These payments may be considered to be bribes and may,
as noted above, result in violation of U.S. federal, state, or
foreign laws with attendant criminal and civil sanctions and
requirements for disclosure.





In
1977, the Foreign Corrupt Practices Act (the FCPA) became U.S. law,
largely because of disclosures made by American companies in the
early and mid-1970s. It should be emphasized, however, that the
fact that conduct does not violate the FCPA does not mean that it
may not violate other laws with potentially serious consequences
for the Company and the individuals concerned, or may not violate
the Company's ethical standards, rules of corporate governance, or
community standards, which impact our images as a good corporate
citizen.





The
FCPA prohibits the Company, its employees, and agents from
corruptly offering or giving anything of value to:





1.
 a foreign official,
including any person acting in an official capacity for a foreign
government;





2.
 a foreign political
party official or political party;





3.
 a candidate for
foreign political office;





4.
 or any officer
or employee of a public international organization such as the IOC,
IMF, World Bank, the United Nations and its agencies, and the like,
for influencing any act or decision of these individuals in their
official capacity to help the Company obtain or retain business or
direct business to any person or corporate entity.





The
FCPA also prohibits the offering or paying of anything of value to
any person or entity if all or part of the payment will be used for
any of the above prohibited actions. This provision includes
situations where intermediaries, such as foreign affiliates or
agents, are used to channel payoffs to foreign
officials.





The
FCPA defines the term foreign official as any officer or employee
of a foreign government or public international organization, or
any department, agency, or instrumentality thereof, or any person
acting in an official capacity for or on behalf of such government
or department, agency, or instrumentality. The term does not
include an employee of a foreign government, public international
organization, or any department, agency, or instrumentality thereof
whose duties are essentially ministerial or clerical. For purposes
of compliance with the FCPA, officials of government-owned
corporations are to be considered “foreign
officials”.





Grease Payments





The
Company may on occasion be required to make a minor payment to a
foreign government employee whose duties are essentially
ministerial or clerical in nature. This minor payment is usually
for expediting rather than influencing a decision or transaction,
and it is made simply to expedite some matter in a more timely or
efficient manner. Such facilitating payments (also called
“grease” payments) may not be illegal under the FCPA,
or foreign government law enforcement policies and customs;
however, in certain instances, such payments may violate local law
or other U.S. federal statutes, particularly if they involve
substantial amounts. If they involve large amounts, or are
otherwise material, public disclosure under SEC regulations (as
noted above) may be also required.





Facilitating
payments must be strictly controlled and every effort must be made
to eliminate or minimize such payments. Facilitating payments, if
required, will be made only in accordance with local custom and
practice and with applicable management approval and prior review
by our chief financial officer.





Accounting Standards





The
Company's corporate policy requires that each one of our
subsidiaries, branches, and overseas offices maintain books and
records that accurately reflect all transactions of the Company. In
addition, each Company entity and each Company office is
responsible for the design and maintenance of an adequate system of
internal accounting control. Basically, Company corporate policy
requires that each transaction entered into by a Company entity
have proper authorization and initial approval, then proper and
complete accounting and reporting of the transaction. The handling
of each transaction is subject to the Company's internal audit
verification, with reporting of exceptions to management and the
chief financial officer.





Selection and Retention of Foreign Commercial Agents





The use
of intermediaries for the payment of bribes or other illegal
payments is expressly prohibited, and for this reason no director,
officer, or manager may retain a foreign commercial agent except
with the approval of the Company's board of directors. The board of
directors will comply with the Company's specific procedure for
evaluating, selecting, and retaining such agents which is contained
in the corporate policy and procedure manual.

















EVALUATION OF THE COMMITTEE’S PERFORMANCE





The
Committee shall, on an annual basis, evaluate its performance under
this Charter. The Committee shall address all matters that the
Committee considers relevant to its performance. The Committee
shall deliver a report setting forth the results of its evaluation,
including any recommended amendments to this Charter and any
recommended changes to the Board’s or the Corporation’s
policies or procedures.





COMMITTEE RESOURCES





The
Committee may conduct or authorize investigations into or studies
of matters within the Committee’s scope of responsibilities,
and may retain, at the Corporation’s expense, such
independent counsel, or other advisors as it deems necessary. The
Committee shall have the sole authority to retain or terminate any
search firm to be used to identify director candidates, including
sole authority to approve the search firm’s fees and other
retention terms, and such related fees are to be borne by the
Corporation.





REPORTS:





The
Committee will record its summaries of recommendations to the Board
in written form, which will be incorporated as a part of the
minutes of the meeting of the Board at which those recommendations
are presented.





MINUTES:





The
Committee will maintain written minutes of its meetings, which
minutes will be filed with the minutes of the meetings of the
Board.





NON-EXHAUSTIVE LIST





The
foregoing list of duties is not exhaustive, and the Board Chair
may, in addition, perform such other functions as may be necessary
or appropriate in the circumstances. The Board Chair shall have the
power to delegate his or her authority and duties to a Committee of
the Board or an individual member of the Board as he or she
considers appropriate.