Exhibit 10.4


 


LEAK-OUT AGREEMENT


 


March      , 2019


 


This agreement (the
“Leak-Out Agreement”) is being delivered to you in connection with an understanding by and among Electrameccanica
Vehicles Corp., a British Columbia corporation (the “Company”), and the person or persons named on the signature
pages hereto (collectively, the “Holder”).


 


Reference is hereby
made to the Securities Purchase Agreement, dated March       , 2019, by and among the Company and the certain purchasers signatory thereto
(the “SPA”), pursuant to which the Holder acquired shares of Common Stock (“Shares”). Terms
not otherwise defined herein shall have the meaning set forth in the SPA.


 


The
Holder agrees solely with the Company that from the date that both the undersigned executes the SPA and the Company or its agent
has notified the Holder that each other Purchaser under the SPA executes an agreement (collectively, the “Other Leak-Out
Agreements”) regarding such Purchaser’s trading with terms that are no less restrictive than the terms contained
herein (such date, the “Effective Date”) and ending at 4:00 pm (New York City time) on April 5, 2019 (such period,
the “Restricted Period”), neither the Holder, nor any Affiliate of such Holder which (x) had or has knowledge
of the transactions contemplated by the SPA, (y) has or shares discretion relating to such Holder’s investments or trading
or information concerning such Holder’s investments, including in respect of the Shares, or (z) is subject to such Holder’s
review or input concerning such Affiliate’s investments or trading (together, the “Holder’s Trading Affiliates”),
collectively, shall sell dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short
sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) on any Trading Day during
the Restricted Period (any such date, a “Date of Determination”), shares of Common Stock, or shares of Common
Stock underlying any Common Stock Equivalents, held by the Holder on the date hereof or otherwise acquired by the Holder following
the Effective Date, including the Shares (the “Restricted Securities”), in an amount more than [     ]1
of the trading volume of Common Stock as reported by
Bloomberg, LP for the applicable Date of Determination; provided, that the foregoing restriction shall no longer apply after
the volume weighted average price of the Common Stock exceeds $5.00 for five (5) consecutive Trading Days (in each case, as adjusted
for stock splits, stock dividends, stock combinations, recapitalizations or other similar events occurring after the date hereof).


 





 



 1 Pro rata portion of
25% among investors executing Leak-Out Agreements, based on Subscription Amount.


 




    	 



     


    

 


Notwithstanding anything
herein to the contrary, during the Restricted Period, the Holder may, directly or indirectly, sell or transfer all, or any part,
of the Shares to any Person (an “Assignee”) in a transaction which does not need to be reported on the Nasdaq
consolidated tape, without complying with (or otherwise limited by) the restrictions set forth in this Leak-Out Agreement; provided,
that as a condition to any such sale or transfer an authorized signatory of the Company and such Assignee duly execute and deliver
a leak-out agreement in the form of this Leak-Out Agreement (an “Assignee Agreement”, and each such transfer
a “Permitted Transfer”) and, subsequent to a Permitted Transfer, sales of the Holder and the Holder’s
Trading Affiliates and all Assignees (other than any such sales that constitute Permitted Transfers) shall be aggregated for all
purposes of this Leak-Out Agreement and all Assignee Agreements.


 


Any notices, consents,
waivers or other communications required or permitted to be given under the terms of this Leak-Out Agreement must be in writing
and shall be given in accordance with the terms of the SPA.


 


This Leak-Out Agreement
constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations,
letters and understandings relating to the subject matter hereof and are fully binding on the parties hereto.


 


This Leak-Out Agreement
may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such
counterparts shall constitute one and the same instrument. This Leak-Out Agreement may be executed and accepted by facsimile or
PDF signature and any such signature shall be of the same force and effect as an original signature.


 


The terms of this Leak-Out
Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and
assigns.


 


This Leak-Out Agreement
may not be amended or modified except in writing signed by each of the parties hereto.


 


All questions concerning
the construction, validity, enforcement and interpretation of this Leak-Out Agreement shall be governed by Sections 5.9 and 5.20
of the SPA.


 


Each party hereto acknowledges
that, in view of the uniqueness of the transactions contemplated by this Leak-Out Agreement, the other party or parties hereto
will not have an adequate remedy at law for money damages in the event that this Leak-Out Agreement has not been performed in accordance
with its terms, and therefore agrees that such other party or parties shall be entitled to seek specific enforcement of the terms
hereof in addition to any other remedy it may seek, at law or in equity.


 




    	 



     


    

 


The obligations of
the Holder under this Leak-Out Agreement are several and not joint with the obligations of any other holder of any of the Shares
issued under the SPA (each, an “Other Holder”) or any other holder of any of the Shares issued under the Registration
Statement that is not a signatory to the SPA (each, a “Prospectus Purchaser Other Holder”) under any other agreement,
and the Holder shall not be responsible in any way for the performance of the obligations of any Other Holder or any Prospectus
Purchaser Other Holder under any such other agreement. Nothing contained herein or in this Leak-Out Agreement, and no action taken
by the Holder pursuant hereto, shall be deemed to constitute the Holder and Other Holders or any Prospectus Purchaser Other Holder
as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and the
Other Holders or any Prospectus Purchaser Other Holder are in any way acting in concert or as a group with respect to such obligations
or the transactions contemplated by this Leak-Out Agreement and the Company acknowledges that the Holder and the Other Holders
or any Prospectus Purchaser Other Holder are not acting in concert or as a group with respect to such obligations or the transactions
contemplated by this Leak-Out Agreement or any other agreement. The Company and the Holder confirm that the Holder has independently
participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Holder
shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this
Leak-Out Agreement, and it shall not be necessary for any Other Holder or any Prospectus Purchaser Other Holder to be joined as
an additional party in any proceeding for such purpose.


 


The Company hereby
represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that it will enforce the
provisions of each Other Leak-Out Agreement in accordance with its terms. If any party to any Other Leak-Out Agreement breaches
any provision of such Other Leak-Out Agreement, the Company shall promptly use its best efforts to seek specific performance of
the terms of such Other Leak-Out Agreement.


 


The Company hereby
represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered
to any Other Holder or any Prospectus Purchaser Other Holder with respect to any restrictions on the sale of Shares substantially
in the form of this Leak-Out Agreement (or any amendment, modification, waiver or release thereof) (each a “Settlement
Document”), is or will be more favorable to such Other Holder than those of the Holder and this Leak-Out Agreement. If,
and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice
thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions of this Leak-Out Agreement shall
be, without any further action by the Holder or the Company, automatically amended and modified in an economically and legally
equivalent manner such that the Holder shall receive the benefit of the more favorable terms and/or conditions (as the case may
be) set forth in such Settlement Document, provided that upon written notice to the Company at any time the Holder may elect not
to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained in this
Leak-Out Agreement shall apply to the Holder as it was in effect immediately prior to such amendment or modification as if such
amendment or modification never occurred with respect to the Holder. The provisions of this paragraph shall apply similarly and
equally to each Settlement Document.


 


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left blank]


 




    	 



     


    

 


[Signature Page to SOLO Leak-out]


 


	 	 	 	Sincerely,
	 	 	 	 
	 	 	 	ELECTRAMECCANICA VEHICLES CORP.
	 	 	 	 	 
	 	 	 	By:	                  
	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	Agreed to and Acknowledged:	 	 	 
	 	 	 	 
	“HOLDER”	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 	 
	By: 	 	 	 	 
	 	Name: 	 	 	 
	 	Title: