CHARTER FOR THE NOMINATING COMMITTEE





























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











CHARTER FOR THE
CORPORATE GOVERNANCE AND
NOMINATING COMMITTEE


OF





THE BOARD OF DIRECTORS
OF ELECTRAMECCANICA VEHICLES
CORP.





PURPOSE:





The purpose of the Corporate Governance and Nominating Committee
(the “Committee”) of the Board of Directors (the
“Board”) of Electrameccanica Vehicles Corp. (the
“Corporation”) shall be to review and make recommendations to the Board
regarding matters concerning corporate governance;
review the composition of and evaluate
the performance of the Board; recommend persons for election to the
Board and evaluate director compensation; review the composition of committees of the Board
and recommend persons to be members of such committees; review and
maintain compliance of committee membership with applicable
regulatory requirements; and review conflicts of interest of members of the
Board and corporate officers. In addition, the Committee will undertake those
specific duties and responsibilities listed below and such other
duties as the Board may from time to time
prescribe.





MEMBERSHIP:





The
Committee shall consist of no fewer than two members of the Board.
All members of the Committee shall be appointed by a majority of the Board and shall be
independent of the Corporation and its affiliates, shall have no
relationship to the Corporation or its affiliates that may
interfere with the exercise of their independence, and shall
otherwise be deemed to be “independent directors” as
defined in Rule 5605 (e)(2) of the
NASDAQ OMX Group Company Guide (the “Guide”). The Board may
designate one member of the Committee as its Chair. The Committee
may form and delegate authority to subcommittees, consisting of no fewer than two members of the
Committee, when appropriate. No
member of the Committee shall be removed except by a majority vote
of the independent directors then in office.





RESPONSIBILITIES:





The
responsibilities and duties of the Committee shall
include:





Corporate Governance Generally





1.
Developing principles of corporate governance and recommending them
to the Board for its consideration and approval.





2.
Reviewing annually the principles of corporate governance approved
by the Board to ensure that they remain relevant and is being
complied with.





3.
Overseeing compliance by the Board and its committees with
applicable laws and regulations, including the NASDAQ
Rules, the Amex Guide and
regulations promulgated by the U.S. Securities and Exchange
Commission.





4. To
review and discuss with management the disclosure regarding the
operations of the Committee and director independence; and, to
recommend that the disclosure be included in the
Corporation’s Proxy Statement or annual report on SEC Form
10-K, as applicable.








Composition of the Board of Directors, Evaluation and Nominating
Activities





5.
Reviewing the composition and size of the Board and determining the
criteria for membership of the Board, including issues of
character, judgment, independence, diversity, age, expertise,
corporate experience, length of service, and other commitments
outside the Corporation.





6.
Conducting an annual evaluation of the Board as a
whole.





7.
Identifying, considering, and recommending candidates to fill new
positions or vacancies on the Board, and reviewing any candidates
recommended by stockholders in accordance with the bylaws. In
performing these duties, the Committee shall have the authority to
retain any search firm to be used to identify candidates for the
Board and shall have sole authority to approve the search
firm’s fees and other retention terms.





8.
Evaluating the performance of individual members of the Board
eligible for re-election, and recommending the director nominees by
class for election to the Board by the stockholders at the annual
meeting of stockholders.





9.
Evaluating director compensation, consulting with outside
consultants when appropriate, and making recommendations to the
Board regarding director compensation.





10.
Reviewing and making recommendations to the Board with respect to a
Director Option Plan and any proposed amendments thereto, subject
to obtaining stockholder approval of any amendments as required by
law or NASDAQ OMX or the NYSE Market LLC Company Guide
Rules.














Committees of the Board of Directors





11.
Periodically reviewing the composition of each committee of the
Board and making recommendations to the Board for the creation of
additional committees or the change in mandate or dissolution of
committees.





12.
Recommending to the Board persons to be members of the various
committees and Committee Chairperson, annually.








Conflicts of Interest





13.
Reviewing and monitoring compliance with the Corporation’s
Code of Business Conduct and Ethics.





14.
Considering questions of possible conflicts of interest of members
of the Board and of corporate officers.





15.
Reviewing actual and potential conflicts of interest of members of
the Board and corporate officers, and clearing any involvement of
such persons in matters that may involve a conflict of
interest.





MEETINGS:





The
Committee will meet at least once a year. The Committee may
establish its own meeting schedule, which it will provide to the
Board. Special meetings may be convened as required. The Committee,
or its Chair, shall report to the Board on the results of these
meetings. The Committee may invite to its meetings other Directors,
Corporate management and such other persons, as the Committee deems
appropriate in order to carry out its responsibilities.
A majority of the members of the
Committee, present in person or by means of a conference telephone
or other communications equipment by means of which all persons
participating in the meeting can hear each other, shall constitute
a quorum.





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





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.