CHARTER FOR THE COMPENSATION COMMITTEE





























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

















CHARTER FOR THE COMPENSATION COMMITTEE


OF THE BOARD OF DIRECTORS


OF


ELECTRAMECCANICA VEHICLES CORP.





PURPOSE:





The
Compensation Committee of the Board of Directors (“the Board)
of Electrameccanica Vehicles Corp. (the “Corporation”)
is established pursuant to this charter. The purpose of the
Compensation Committee is to review and make recommendations to the
Board regarding all forms of compensation to be provided to the
executive officers and directors of the Corporation, including
stock compensation and loans, and all bonus and stock compensation
to all employees.





The
Compensation Committee has the authority to undertake the specific
duties and responsibilities listed below and will have the
authority to undertake such other specific duties as the Board may
from time to time prescribe.





MEMBERSHIP:





The Compensation Committee shall consist of at least two (2)
members of the Board, all of whom shall be independent
directors in accordance with Rule 5605 (d) of the NASDAQ OMX Group
Company Guide. A majority of
the Board will appoint the members of the Compensation Committee.
No member of the Compensation
Committee shall be removed except by a majority vote of the
independent directors then in office.





RESPONSIBILITIES:





The
responsibilities and duties of the Compensation Committee shall
include:





1. To
review and approve annually the corporate goals and objectives
applicable to the compensation of the chief executive officer
("CEO"), evaluate at least annually the CEO's performance
considering those goals and objectives, and determine and approve
the CEO's compensation level based on this evaluation. In
determining the long-term incentive component of CEO compensation,
the Compensation Committee may consider the Corporation's
performance and relative stockholder return, the value of similar
incentive awards given to CEOs at comparable companies and the
awards given to the company's CEO in past years.





2.
Reviewing and making recommendations to the Board regarding the
compensation policy for executive officers and directors of the
Corporation, and such other officers of the Corporation as directed
by the Board.





3.
Reviewing and making recommendations to the Board regarding all
forms of compensation (including all “plan”
compensation, as such term is defined in Item 402(a)(7) of
Regulation S-K promulgated by the U.S. Securities and Exchange
Commission, and all non-plan compensation) to be provided to the
executive officers of the Corporation.





4.
Reviewing and making recommendations to the Board regarding general
compensation goals and guidelines for the Corporation's employees
and the criteria by which bonuses to the Corporation's employees
are determined.





5.
Acting as Administrator any
Stock Option Plan and administering, within the authority delegated
by the Board, any Employee Stock Purchase Plan adopted by the
Corporation. In its administration of the plans, the Compensation
Committee may, pursuant to authority delegated by the Board, grant
stock options or stock purchase rights to individuals eligible for
such grants and amend such stock options or stock purchase rights.
The Compensation Committee shall also make recommendations to the
Board with respect to amendments to the plans and changes in the
number of shares reserved for issuance hereunder.





6.
Reviewing and making recommendations to the Board regarding other
plans that are proposed for adoption or adopted by the Corporation
for the provision of compensation to employees of, directors of and
consultants to the Corporation.





7. Preparing a report (to be included in the
Corporation's proxy statement) which describes: (a) the criteria on
which compensation paid to the Chief Executive Officer for the last
completed fiscal year is based; (b) the relationship of such
compensation to the
Corporation's performance; and (c) the Compensation Committee's
executive compensation policies applicable to executive
officers.





8.
Authorizing the repurchase of shares from terminated employees
pursuant to applicable law.





If applicable, the Compensation Committee shall consider the
results of the most recent stockholder advisory vote on executive
compensation required by Section 14A of the Exchange Act in its
recommendations and decisions.














MEETINGS:





It is anticipated that the Compensation Committee will meet at
least two times each year. However, the Compensation Committee may
establish its own schedule, which it will provide to the Board in
advance. At a minimum of one of
such meetings annually, the Compensation Committee will consider
stock plans, performance goals and incentive awards, and the
overall coverage and composition of the compensation
package. The Compensation Committee will maintain written minutes
of its meetings, which minutes will be filed with the minutes of
the meetings of the Board. The Compensation Committee shall report
regularly to the Board regarding its actions and make
recommendations to the Board as appropriate.





The Compensation Committee may invite such members of management to
its meetings as it deems appropriate. However, the Compensation
Committee shall meet regularly without such members present, and in
all cases the CEO and any other such officers shall not be present
at meetings at which their compensation or performance is discussed
or determined.





REPORTS:





The
Compensation Committee will provide written reports to the Board of
the Corporation regarding recommendations of the Compensation
Committee submitted to the Board for action, and copies of the
written minutes of its meetings.





EVALUATION OF COMMITTEE PERFORMANCE:





The Compensation Committee shall on an annual basis, evaluate its
performance under this Charter. The Compensation Committee shall
address all matters that the Board of Directors considers relevant
to its performance. The Compensation 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 Compensation Committee shall have the authority to obtain
advice and seek assistance from internal and external legal,
accounting, and other advisors. The Compensation Committee shall
have sole authority to retain and terminate any compensation
consultant to be used to evaluate director or officer compensation,
including sole authority to approve the consulting firm’s fee
and retention terms.