CHARTER FOR THE CORPORATE GOVERNANCE AND


HUMAN RESOURCES COMMITTEE





OF



































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








CHARTER FOR THE CORPORATE
GOVERNANCE AND


HUMAN RESOURCES COMMITTEE





OF THE BOARD OF DIRECTORS


OF ELECTRAMECCANICA VEHICLES
CORP.





PURPOSE





The
Corporate Governance and Human Resources Committee (the
“Committee”) of Electrameccanica Vehicles Corp. (the
“Corporation”) is responsible for:





1.
 Developing the
Corporation’s approach to Board of Directors (the
“Board”) and corporate governance issues;





2.
 Helping to maintain
an effective working relationship between the Board and
Management;





3.
 Exercising, within
the limits imposed by the by-laws of the Corporation, by applicable
laws, and by the Board, the powers of the Board for the management
and direction of the affairs of the Corporation during the
intervals between meetings of the Board;





4.
 Reviewing and
making recommendations to the Board for the appointment of Senior
Executives (defined below) of the Corporation and for considering
their terms of employment;





5.
 Reviewing
succession planning, matters of compensation (including design of
Remuneration (defined below) and benefit plans);





6.
 Recommending awards
under the Corporation’s long term and short-term incentive
plans;





7.
 Assuming the role
of administrator, whether by delegation or by statute, for the
corporate-sponsored registered pension plans and the Supplementary
Executive Retirement Plan (the “Plans”) of the
Corporation and its wholly-owned subsidiaries and any future,
additional or replacement plans relating to the Plans;
and





8.
 Subject to any
power (a) conferred to the Committee under the Corporation’s
by-laws or any applicable laws, rules or regulations (including
those of any stock exchange), or (b) otherwise assigned to the
Committee by resolution of the Board, the Committee shall have no
decision-making authority other than as specifically contemplated
in this Charter.





INTERPRETATION





For the
purpose of this Charter:





"Senior
Executives" means senior executives of the Corporation, namely the
Chief Executive Officer (the “CEO”), Executive
Vice-Presidents, the Chief Financial Officer, and other direct
reports of the CEO.





“Remuneration”
includes:





1.
 Changes in
individual salaries and salary ranges, or the basis for
establishing salary levels;





2.
 Individual bonus
payments and the basis for these payments, including performance
against established objectives and targets; and





3.
 Individual long
term and short-term incentive grants, including stock options,
stock purchase and rights grants and the basis for these grants.
All other capitalized terms are as defined in the Mandate of the
Board.





MEMBERSHIP





1.
 The Committee shall
consist of not fewer than three directors all of whom will be
Independent Directors, as defined Rule 5605 (b)(1) of the NASDAQ
OMX Group Company Guide;





2.
 All members of the
Committee shall have a working familiarity with basic board and
corporate governance, human resources, Remuneration, and
pension-related practices;





3.
 Members of the
Committee shall be appointed by the Board and shall serve at the
pleasure of the Board. If a chairman is not appointed by the Board,
the members of the Committee will select its chairman (the
“Chairman”);





MEETINGS





1.
 The Committee shall
meet at least four times annually, or more frequently as
circumstances dictate.





2.
 Meetings of the
Committee may be called by its Chairman or the chairman of the
Board; provided that if the Committee is to exercise Executive
Functions, such meetings may be called by order of the chairman of
the Board, the Chairman or at the request of the President and CEO
and only if, in the opinion of the chairman of the Board, the
Chairman or the President and CEO, an urgent situation has
arisen.





3.
 The chairman of the
Board, or in his absence, the Chairman shall preside at all
meetings of the Committee in which Executive Functions are
exercised.





4.
 Minutes of all
meetings of the Committee shall be maintained and submitted as soon
as practicable to the Board.





5.
 The Committee will
report to the Board on the Committee’s activities at the
Board meeting following each Committee meeting. A majority of
Committee members shall constitute a 3 out of 4 quorums; provided
that quorum for all meetings at which Executive Functions are
exercised shall be four members of the Committee.





6.
 The members of the
Committee shall have the right, for the purposes of discharging the
powers and responsibilities of the Committee, to inspect any
relevant records of the Corporation and its subsidiaries and to
meet with Senior Executives or other employees as they deem
appropriate.





7.
 The Committee shall
also have the right to hire independent counsel and other advisors
at the Corporation’s expense, if necessary, to carry out its
duties. At the request of the Committee, any member of management
may attend the meetings of the Committee. The Committee shall meet
at least annually to review the compensation of Senior
Executives.





RESPONSIBILITIES AND DUTIES





The
Committee shall - With respect to Board and corporate governance
matters:





1.
 Review and report
to the Board annually on the size, composition, and profile of the
Board (age, geographical representation, disciplines, independence,
etc.). In its review of the size of the Board, the Committee will
evaluate the impact of the number of Board members upon its
effectiveness and, if required, implement a program to modify the
number of directors to facilitate more effective decision
making;





2.
 Develop and review
periodically standards to be applied in making determinations as to
the presence or absence of material relationships between a
director and the Corporation;





3.
 Recommend suitable
candidates for nominees for election or, when vacancies occur,
appointment as directors, and specify which of the criteria
established by the Board form the basis of each
recommendation;





4.
 review and
recommend to the Board any changes it considers necessary or
desirable with respect to the committees, the ability of any
committee to delegate any or all of its responsibilities to a
sub-committee of that committee and the process by which each
committee reports to the Board;





5.
 Establish and
update the Corporation’s Code of Ethics and Business
Conduct;





6.
 Review annually the
continued compliance, by nominees to the Board to be named in
management's proxy circular for re-election, with the criteria
underlying the appointment of each director;





7.
 Review
annually:





(a)
 Compliance by Board
members and executive officers with the Corporation’s Code of
Ethics and Business Conduct;





(b)
 The competencies,
skills, personal qualities, status, and contribution of members to
the effective operation of the Board and committees of the Board;
and





(c)
 The performance of
the Board and its committees, including this Committee, and report
to the Board thereon. This report, where appropriate, will include
an assessment of the areas in which the Committee believes a better
contribution could be made and recommendations to improve the
performance of the Board, its members, and its
committees;





8.
 Review from time to
time director tenure, succession, and the number of boards on which
directors may sit and propose amendments to the Board guidelines
with respect thereto as appropriate;





9.
 Conduct an annual
review of directors' compensation for Board and committee service
and recommend changes where appropriate to ensure that compensation
adequately reflects the responsibilities assumed;





10.
 In conjunction with
the chairman of the Board, recommend to the Board the membership
and chairmen of the committees of the Board after considering the
skills, preferences and availability of individual Board members,
as well as the appropriateness of periodically rotating committee
members;





11.
 Recommend to the
Board the Mandate of the Board and position descriptions for the
chair of the Board as well as the chairs of each committee of the
Board and periodically review the foregoing;





12.
 Review annually the
Board/management relationship and recommend to the Board structures
and procedures to ensure that the Board can function independently
of management;





13.
 Advise the chairman
of the Board on the disposition of a tender of resignation which a
director offers or is expected to offer: (a) when such director
retires or changes the position held when he/she joined the Board;
(b) when such director is in a position of conflict of interest; or
(c) when one or more of the criteria underlying the appointment of
such director are no longer met;





14.
 Review and report
to the Board on the accuracy and completeness of disclosure (other
than financial) as well as the process by which information was
obtained for the disclosure to be contained in the Corporation's
periodic public disclosure documents, as required by any applicable
exchange or regulator or best practices;





15.
 Review the
Corporation’s approach to governance issues, revise the
Corporation’s corporate governance guidelines and such other
matters relating to corporate governance as the Committee may
consider suitable or the Board may specifically
direct;





16.
 As part of the
review of the Corporation’s public disclosure documents,
review the management proxy circular and annual information form
and report to the Board thereon;





17.
 Ensure that the
Corporation adopts suitable policies regulating communication with
shareholders, the investment community, members of the media,
governments and organizations, employees, and the greater
public;





18.
 Ensure that the
Corporation adopts suitable policies relating to insider
trading;





19.
 Review and approve,
from time to time, an appropriate orientation and education program
for new members of the Board and continuing education program for
all Board members. The Committee shall ensure that prospective
candidates Board membership have received the appropriate
information to permit them to fully understand the role of the
Board and its committees, the contributions expected from
individual directors, as well as a general understanding of the
nature and operations of the Corporation’s
business;





20.
 Review periodically
corporate preparedness for change of control transactions such as
take-over bids or other forms of significant reorganization
transactions; and





21.
 Subject to
applicable law and the articles and by-laws of the Corporation, be
responsible for administering all policies and practices of the
Corporation with respect to the indemnification of directors by the
Corporation and approving all payments made pursuant to such
policies and practices.








With
respect to employees, policies, and practices of the
Corporation:





1.
 Make
recommendations to the Board for the appointment of the CEO and the
corporate objectives which the CEO is responsible for meeting,
assess the CEO against these objectives and report to the Board
thereon, and monitor the CEO's performance;





2.
 Having regard for
competitive position, internal equity, and individual performance,
annually review and recommend to the Board for approval the
appointment and Remuneration of the Senior Executives provided,
however, that any director has right of access to more detailed
information beyond that contained in such
recommendation;





3.
 Annually review and
approve the Remuneration of corporate officers (other than the
Senior Executives) and the Remuneration of all other employees of
the Corporation on an aggregate basis, having regard for
competitive position and internal equity and report to the Board
thereon. The report to the Board shall provide, on an aggregate
basis, the Remuneration approved by the Committee of such corporate
officers and the adjustment to salary ranges for all other
employees. The Committee has authority to retain independent
consultants to provide advice and counsel on total compensation
policy matters;





4.
 Review and
recommend to the Board for approval any special employment
contracts including, retiring allowance agreements or any agreement
to take effect in the event of termination or change in control
affecting the Senior Executives and corporate officers of the
Corporation;





5.
 Review and report
to the Board, annually, on the appropriateness of the current and
future organizational structure of the Corporation and plans for
the succession of the Senior Executives (including the appointment
of Senior Executives and the review of plans in respect of
unexpected incapacitation of the CEO or other key Senior
Executives);





6.
 Compare
periodically, the total Remuneration and its main components of the
Senior Executives of the Corporation with the Remuneration
practices of similar companies in similar industries;





7.
 Review the total
compensation practices of the Corporation on an annual
basis;





8.
 Review and monitor
the executive development programs of the Corporation;





9.
 Annually review
long range plans and personnel policies for recruiting, developing
and motivating employees of the Corporation;





10.
 Assess the
directors and officer’s insurance of the Corporation and make
recommendations for its renewal or amendment or the replacement of
the insurer;





11.
 Review policies and
practices of management of the Corporation respecting the
Corporation’s compliance with applicable legal prohibitions,
disclosure requirements or other requirements on making or
arranging for personal loans to directors and Senior Executives or
amending or extending any such personal loans or arrangements;
and





12.
 Fulfill the
obligations assigned to the Committee pursuant to any Remuneration
plans approved by the Board.





With
respect to the Short-Term Incentive Plan, Director Share Unit Plan,
Performance Conditioned Restricted Share Unit Plan, Performance
Share Unit Plan and any future, additional or replacement plans
relating thereto (the "Plans"):





1.
 Review and
recommend to the Board the approval of any new Plan, any proposed
amendments to the Plans, as well as the granting of rights
thereunder;





2.
 Review and
recommend to the Board for approval the granting of options in
accordance with the terms of existing plans;





3.
 Review and
recommend to the Board for approval the waiver of any termination
provisions of the Plans for Senior Executives who cease employment
with the Corporation;





4.
 Administer all
other matters related to the Plans to which the Committee has been
delegated authority pursuant to the Plans; and





With
respect to the corporate sponsored pension plans and the
Supplementary Executive Retirement Plans of the Corporation and its
wholly-owned subsidiaries, if any, and any future, additional or
replacement plans relating to said plans (the
“Plans”):





1.
 Review and
recommend to the Board the approval of any new Plan;





2.
 Review and approve
any proposed amendments to governance structure or design of
benefits or any material agreement entered into pursuant to said
plans, except for those plans that require Board approval for such
amendments in which case the Committee will make a recommendation
to the appropriate Board of the MagneGas entity whose pension plan
is proposed to be amended thereon;





3.
 Approve and amend a
statement of Investment Policies and procedures for each
Plan;





4.
 Supervise
management’s review and implementation of funding assumptions
and methods, actuarial valuation and contributions;





5.
 Determine all
questions of interpretation and application of the Plans and any
document or agreement written or entered pursuant to the
Plans;





6.
 Approve changes to
funding policy recommended by management;





7.
 Make
recommendations to the Board for approval of the Code of Ethics and
Business Conduct Policy for plan administrators;





8.
 Approve any master
trust arrangement to commingle assets of the Plans for greater
efficiency, diversification, and opportunity of investment,
determine its appropriateness for the management of the assets of
the Plans and make arrangements for plans of an affiliate of the
Corporation to participate in the master trust when such
participation has been formally approved by such
affiliate;





9.
 Approve, maintain,
and modify an external investment management
structure;





10.
 Select, appoint,
and replace, when deemed necessary, the actuaries, the
custodians/trustees/record keepers, the investment managers and the
investment advisors;





11.
 Select and modify,
when deemed necessary, the investment options offered to
participants of defined contribution arrangements;





12.
 Monitor the
performance of the funds on a quarterly basis, using such measures
and standards as it may consider appropriate, and compliance with
the Investment Policies;





13.
 Monitor the
performance and continued suitability of the investment managers,
each investment manager’s compliance with the Investment
Policies and their respective investment mandates; and





14.
 Report to the Board
as needed (but at least annually) on fund performance.














GENERAL





The
Committee shall:





1.
 Review such other
matters relating to corporate governance, nomination, human
resources, compensation, and benefit plans as, from time to time,
the Committee may consider suitable or the Board may specifically
direct;





2.
 Meet at least
annually with management to review the execution of the
responsibilities delegated to it by the Committee; and





3.
 Consider and, if it
deems advisable, approve, any contemplated charitable donation by
the Corporation to organizations with which a director is
affiliated, after consideration of any impact that such donation
may have on director independence and whether such donations may be
considered a form of director compensation.





The
Committee may:





1.
 Delegate any or all
its responsibilities to a sub-committee;





2.
 Exercise the
Executive Functions. All decisions of the Committee pursuant to the
exercise of the Executive Functions shall be subject to revision,
alteration, or rescission by the Board, provided that the rights or
interests of third parties are not prejudicially affected or
invalidated thereby; and





3.
 Through its
Chairman, evaluate and, if deemed appropriate, approve any
requested engagement by individual directors of outside advisors at
the Corporation's expense.