Exhibit 10.11


 


Execution
Version


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is agreed upon and entered into this 10th day of December, 2020, by and between
Jason Luo (the “Employee”) and Electric Last Mile, Inc., a Delaware corporation, together with its affiliates, successors
and assigns (the “Company”) (each individually a “Party” and collectively the “Parties”).


 


RECITALS


 


A. Pursuant
to that Agreement and Plan of Merger by and among Forum Merger III Corporation, ELMS Merger Corp. (the “Merger Sub”),
the Company, and Jason Luo, in the capacity as the initial Stockholder Representative thereto, dated on or about December 10, 2020 (the
“Merger Agreement”), the Company intends to merge with and into the Merger Sub with the Company surviving the merger
(the “Merger”) upon the Effective Time (as such term in defined the Merger Agreement); and


 


B. The
Company desires to employ the Employee, and the Employee desires to be employed by the Company and any publicly-traded parent entity
of the Company, to the extent applicable (the “Parent”), to be effective as of the first business day immediately
following the Effective Time.


 


AGREEMENTS


 


In
consideration of the mutual covenants and agreements set forth in this Agreement and for good and valuable consideration, the receipt
of which is hereby acknowledged, the Parties, each intending to be legally bound hereby, agree as follows:


 


1. Employment


 


1.1. Duties.
The Employee shall serve as Executive Chairman of the Company and any Parent, as applicable in its discretion, and will, under the direction
of the Board of Directors of the Company (the “Company Board”) and any Board of Directors of the Parent (the “Parent
Board”), faithfully and to the best of the Employee’s ability perform the duties assigned by the Company Board and any
Parent Board in its discretion from time to time. The Employee shall, if requested, also serve as a member of the Company Board and Parent
Board or as a director or officer of any affiliate of the Company for no additional compensation.


 


1.2. Best
Efforts. The Employee agrees to devote a substantial portion of the Employee’s business time, and best effort, skill and attention
to the discharge of the Employee’s duties while employed by the Company.


 


1.3. Duty
to Act in the Best Interest of the Company. The Employee shall not, directly or indirectly, act in any manner which may damage the
business of the Company or which would adversely affect the goodwill, reputation or business relations of the Company with its customers,
the public generally, or with any of its other employees. The Employee shall act in the best interest of the Company at all times. The
Employee will not engage in any other business, profession, or occupation for compensation or otherwise
that would conflict or interfere with the performance of the Employee’s services under the Agreement either directly or indirectly
without the prior written consent of the Company Board and any Parent Board; provided that the Employee may serve on other boards of
directors, subject to any limits or requirements of the Company’s or Parent’s corporate governance policies (as in effect
from time to time) and to the extent such service does not conflict or interfere with the Employee’s duties to the Company. The
Employee agrees that the Employee will disclose any such directorship to the Company Board and Parent Board prior to the Effective Time
or prior to commencing such position, as applicable.


 






     


     


    

 


1.4. Place
of Performance; Required Travel. The Employee’s principal place of employment shall be the Company’s office as of the
Effective Time that is located in Auburn Hills, MI or the metropolitan area of Detroit, MI, provided that the Employee will be required
to travel as needed on Company business during the Term (as such term is defined in Section 2.1 below). Required travel is anticipated
to occupy up to 40% of Employee’s working time on average but may occupy more or less time depending on business needs.


 


2. Term
of Employment


 


2.1. Term.
The Employee’s employment with the Company shall commence on the day that is the first business day immediately following the Effective
Time of the Merger (the “Commencement Date”) and shall, subject to Section 2.2, continue until the Company or the
Employee terminate the Agreement in accordance with the terms herein (the “Term”).


 


2.2. “At
Will” Employment Status. Notwithstanding any term or provision of this Agreement, at all times the Employee shall be employed
by Company on an “at will” basis, subject to termination in accordance with Section 5.


 


3. Base
Compensation and Incentive Compensation.


 


3.1. Base
Compensation. During the Term, the Company shall pay to the Employee an annual base salary in the amount of $480,000.00 (the “Base
Compensation”). The Base Compensation shall be paid in periodic installments in accordance with the Company’s normal
payroll procedures, subject to all applicable taxes and withholdings. The Base Compensation may be increased from time-to-time by the
Company in accordance with the regular compensation review practices of the Company Board and any Parent Board or the Compensation Committee
of the Company Board and any Parent Board (the “Compensation Committee”), as applicable, and may be decreased from
time-to-time by the Company, but only to the extent such decrease is part of an across-the-board salary reduction that applies in a consistent
manner to similarly-situated executives of the Company.


 


3.2. Annual
Bonus. The Employee shall be eligible to participate in a Company annual cash incentive plan, as established by the independent directors
on the Company Board and Parent Board or the Compensation Committee from time to time for similarly-situated executives of the Company,
and through which the Company awards performance-based cash bonuses on an annual basis, subject to the Company achieving performance
targets as approved by the independent directors on the Company Board and Parent Board or by the Compensation Committee. The Employee
shall be eligible to participate in any such plan at a target bonus level as determined by the Compensation Committee from time to time,
but such target bonus level shall be no less than 100% of the Employee’s Base Compensation (as then in effect from time to time).
The Employee’s participation in any such plan shall be governed by the terms and conditions of such plan as then in effect and
the decision to provide any bonus opportunity and the amount and terms of any annual bonus shall
be in the sole and absolute discretion of the independent directors on the Company Board and Parent Board or
the Compensation Committee. The Company’s payment of any such bonus pursuant to such plan to the Employee shall be subject
to the Employee’s employment with the Company on the applicable bonus payment date.


 






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3.3. Long-Term
Incentive Compensation/Equity Awards. The Employee shall be eligible to participate in a Company long-term incentive compensation
plan, through which the Company grants equity awards to its key employees, pursuant to the separate terms and conditions of such plan.
The Employee shall be eligible to participate in any such plan at a target award level as determined by the independent directors on
the Company Board and Parent Board or the Compensation Committee from time to time. The Employee’s participation in any such plan
shall be governed by the terms and conditions of such plan as then in effect and any applicable award agreements, and the
decision to provide any award and the amount and terms of any award shall be in the sole and absolute discretion of the independent directors
on the Company Board and Parent Board or the Compensation Committee.


 


4. Benefits.


 


4.1. Employee
Benefits. During the Term, the Employee shall be entitled to participate in all employee benefit
plans, practices, and programs maintained by the Company, as in effect from time to time to the extent consistent with applicable law
and the terms of the applicable benefit plan, practice or program. Notwithstanding anything otherwise provided under this Agreement,
nothing contained herein shall obligate the Company to continue or maintain any particular benefit plan or program on an ongoing basis
and the Company reserves the right to amend, establish or terminate any benefit plan, practice
or program at any time in its sole discretion.


 


4.2. Paid
Time Off. During the Term, the Employee will be entitled to paid time off on a substantially-similar
basis as other similarly-situated executives of the Company in accordance with the Company’s policies as such policies may exist
from time to time.


 


4.3. Business
Expenses. The Employee shall be entitled to reimbursement for reasonable and necessary out-of-pocket
business expenses incurred by the Employee in connection with the performance of the Employee’s duties hereunder in accordance
with the Company’s expense reimbursement policies and procedures (including the requirement to provide appropriate documentation
of such expenses), as in effect from time to time.


 


5. Termination
of Employment


 


5.1. Termination
for Cause. The Company shall have the right to immediately terminate this Agreement and the Employee’s employment with the
Company at any time for any of the following causes (each a “Cause”):


 


(a) Any
act of fraud, dishonesty, gross negligence, misrepresentation, or embezzlement, misappropriation, or conversion of assets of the Company
or any of its affiliates (or attempt to do any of the foregoing);


 






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(b) Subject
to any protections set forth under applicable laws, commission of, indictment for, conviction of, pleading guilty or nolo contendere
to, or engaging in any crime that constitutes a felony or any crime or other act involving fraud, theft, embezzlement, or moral turpitude;


 


(c) Subject
to any protections set forth under applicable laws, commission of, conviction of, pleading guilty or nolo contendere to, or engaging
in any crime or other act that violates any other law, rule, or regulation that the Company Board and Parent Board reasonably determines
is job-related and/or is likely to have an adverse impact on the performance of the Employee’s duties under this Agreement;


 


(d) Willful
or material violation of any federal, state, or foreign securities laws;


 


(e) Conduct
or omission which the Company Board and Parent Board reasonably determines is or is reasonably likely to be detrimental to the reputation,
goodwill, public image, or business operations of the Company;


 


(f) Continued
failure by the Employee to perform the Employee’s duties or responsibilities to the Company or its affiliates (other than absence
due to bona fide illness or Disability as defined herein);


 


(g) The
Employee’s failure or refusal to comply with the lawful directions of the Company Board and Parent Board;


 


(h) Making
of threats or engaging in acts of violence in the workplace;


 


(i) Engaging
in sexual, racial, or other forms of harassment or discrimination in violation of the law or Company policies;


 


(j) Breach
of the Employee’s fiduciary duties or confidentiality obligations or engaging in any other act of material dishonesty or disloyalty
toward the Company;


 


(k) Violating
any of the Company’s written policies or codes of conduct including, but not limited to, written policies related to equal employment
opportunity, performance of illegal or unethical activities, and ethical misconduct;


 


(l) Repeatedly
reporting to work under the influence of alcohol or drugs in a manner that impacts the Employee’s ability to perform the duties
of the Employee’s job or the obligations under this Agreement;


 


(m) The
Employee’s failure to obtain and/or maintain proper authorization to work in the United States commensurate with the needs of the
Company;


 


(n) The
Employee’s voluntary resignation or other termination of employment effected by the Employee at any time when the Company could
effect a termination for Cause pursuant to this Agreement; and/or


 


(o) The
Employee’s material breach of any term of this Agreement or any other agreement with the Company or any of its affiliates or failure
to perform any of the Employee’s duties to the satisfaction of the Company Board and Parent Board.


 






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The
Company Board and Parent Board shall, in its sole discretion, have the authority to make the determination that the Employee has been
terminated for Cause. Upon the effectiveness of any termination for Cause by the Company, the Company shall have no further obligation
under this Agreement and payment of all compensation to the Employee under this Agreement shall cease immediately, except for (i) any
payment of compensation accrued but unpaid through the date of such termination for Cause, (ii) any vested employee benefits covered
by the Employee Retirement Income Security Act of 1974, as amended, to which the Employee is entitled upon termination of employment
with the Company in accordance with the terms and conditions of the applicable plans of the Company, as applicable, and (iii) reimbursement
for any unreimbursed business expenses incurred by the Employee on or prior to the Employee’s last date of employment with the
Company pursuant to Section 4.3 (collectively, the “Accrued Amounts”). In the event that (1) the Employee’s
employment with the Company terminates for any reason other than for Cause and (2) any of the facts and circumstances described in the
definition of Cause existed as of the date of such termination (whether or not known by the Company Board and Parent Board or the Company
or any of its affiliates as of the time of such termination or discovered after any such termination), then, the Company may deem such
termination of employment to have been for Cause, and such termination shall be treated as a termination by the Company for Cause and
the Employee acknowledges that the Employee’s compensation may also be subject to any clawback provisions required by law, rule,
regulation or Company policy (as in effect upon the Commencement Date or any time thereafter), as well as any other agreement between
the Company and the Employee that provides for clawback of any compensation or equity in the Company (including any equity related awards).


 


5.2. Termination
by the Company Without Cause. The Company shall have the right to immediately terminate this Agreement and the Employee’s employment
without Cause, at any time, and for any reason or no reason at all, subject to the following:


 


(a) If
the Company terminates this Agreement and the Employee’s employment and such termination is not a termination for Cause under Section
5.1, then the Employee shall receive the Accrued Amounts and a cash payment from the Company as severance (the “Severance Payment”)
equal to twelve (12) months of Base Compensation as in effect at the time of the termination, subject to all applicable federal, state,
local and other withholdings. The Severance Payment shall be paid in substantially equal installments with the Company’s regular
payroll over the twelve (12) month period (the “Severance Pay Period”) following the effective date of termination
of employment and commencing on the first administratively practicable payroll date on or next following the date the Release Agreement
becomes effective and fully irrevocable in accordance with Section 5.2(c) (provided that the initial and final payments may be a greater
or lesser amount so as to conform with the Company’s regular payroll period); provided that any amounts that would be payable prior
to the effectiveness of the Release Agreement (as defined below) shall be delayed until the Release Agreement is effective and fully
irrevocable.


 


(b) The
Severance Payment will be subject to offset by the amount of any compensation earned by the Employee or to which the Employee is entitled
during the Severance Pay Period (regardless of when any such amount is paid by a subsequent employer or by the Company): (i) from any
subsequent employer following the termination of the Employee’s employment with the Company, or (ii) from the Company under any
contingent employment agreement between the Company and the Employee. In the event the Employee obtains other employment before the end
of the Severance Pay Period, the Employee shall immediately notify the Company of such employment in writing.  The Employee expressly
agrees that failure to immediately advise Company of the Employee’s new employment shall constitute a material breach of this Agreement,
and the Employee will forfeit all Severance Payment amounts paid or that otherwise would be paid by the Company under this Section 5
from the date of the Employee’s new employment until the end of the Severance Pay Period.  The Employee shall immediately
repay to the Company all amounts paid by the Company as a Severance Payment applicable to the period commencing on the date of the Employee’s
new employment through the end of the Severance Pay Period.  Notwithstanding such forfeiture, the remaining provisions of this Agreement
shall remain in full force and effect. The Employee agrees to furnish promptly to the Company all documentation required and/or
reasonably requested by the Company to substantiate the Employee’s new employment and all compensation and rights under the Employee’s
new employment.


 






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(c) Before
receiving the Severance Payment set forth in Section 5.2(a), and as a condition to receiving the same, the Employee shall sign, and not
revoke, a release of any and all claims or potential claims against the Company which the Employee has or may have, whether known or
unknown, as of the date of execution of the release by the Employee (the “Release Agreement”). The Company must provide
the form of Release Agreement to the Employee within fifteen (15) days after the Employee’s separation from service and the Employee
must sign the Release Agreement and provide it to the Company within twenty-one (21) days (or forty-five (45) days, if applicable under
applicable law) after receiving it from the Company and not revoke such release during any applicable revocation period. The Release
Agreement shall be in the form as determined by the Company, in its sole discretion. To the extent the Severance Payment is subject to
Section 409A and the period for executing (and not revoking) the Release Agreement begins in one taxable year and ends in another taxable
year, the Severance Payment shall not begin until the beginning of the second taxable year; provided that, the first installment payment
shall include all amounts that would otherwise have been paid to the Employee during the period beginning on the date of the Employee’s
termination and ending on the first payment date if no delay had been imposed.


 


5.3. Termination
by the Employee for Good Reason. The Employee may terminate this Agreement and/or the Employee’s employment with the Company
for Good Reason, as defined below. If the Employee terminates this Agreement for Good Reason, then the Employee shall receive the Accrued
Amounts and the Severance Payment as set forth in Section 5.2(a), subject to the requirements of Sections 5.2(b) and (c). For purposes
of this Agreement, “Good Reason” shall mean:


 


(a) a
material diminution in the Employee’s authority, duties or responsibilities;


 


(b) a
material diminution in the Employee’s Base Compensation except for across-the-board salary reductions similarly affecting other
similarly-situated executives of the Company or due to unforeseeable business circumstances, pandemics, natural disasters or similar
circumstances;


 


(c) a
change that would require the Employee to relocate to a primary office that is more than fifty (50) miles from the location of the Company’s
then principal offices unless such relocation is closer to the Employee’s personal residence; or


 






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(d) a
material breach by the Company of any of its obligations under this Agreement.


 


Notwithstanding
the foregoing, no such event described above shall constitute Good Reason unless: (1) the Employee gives written notice to the Company
specifying the condition or event relied upon for such termination within thirty (30) days of the initial existence of such event;
and (2) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt
of the Employee’s written notice. If the Employee does not terminate his or her employment for Good Reason within sixty (60) days
after the end of such thirty (30)-day cure period, then the Employee will be deemed to have waived his or her right to terminate for
Good Reason with respect to such grounds. If the Company cures the Good Reason condition during such cure period, Good Reason will be
deemed not to have occurred.


 


5.4. Termination
by Employee Without Good Reason. The Employee may resign from employment without Good Reason by providing sixty (60) days’
advance, written notice of the Employee’s intent to resign from employment. Upon the effectiveness of such resignation, the Company
shall have no further obligation under this Agreement and payment of all compensation to the Employee under this Agreement shall cease
immediately, except for the Accrued Amounts. With respect to any notice period pursuant to the immediately preceding sentence, the Company
may in its sole discretion (a) place the Employee on a paid, non-working, garden leave during some or all of such notice period (and,
for the avoidance of doubt, relieve the Employee of the Employee’s title and duties during such period), and/or (b) waive such
notice, in whole or in part, by accelerating the Employee’s termination date and paying the Employee the Employee’s base
salary in lieu of the portion of the notice period waived by the Company and without affecting the voluntary nature of the Employee’s
termination.


 


5.5. Termination
Due to Disability or Death. The Company shall have the right to terminate this Agreement and the Employee’s employment, at
any time, upon the occurrence of the Employee’s death or Disability. If the Employee’s employment is terminated during the
Term on account of the Employee’s death or Disability, the Company shall have no further obligation under this Agreement and payment
of all compensation to the Employee under this Agreement shall cease immediately, except for the Accrued Amounts through the date of
such termination due to death or Disability. The term “Disability” as used in this Agreement shall mean that the Employee
is entitled to receive long-term disability benefits under the Company’s long-term disability plan or, if there is no such plan,
the Employee has incurred (1) a permanent and total disability within the meaning of Section 22(e)(3) of the Internal Revenue Code or
any successor provision, or (2) a physical or mental disability that renders the Employee unable to perform the required functions of
the Employee’s position, duties, and responsibilities under this Agreement, and which, in either case, has existed for at least
ninety (90) consecutive days or one hundred and twenty (120) non-consecutive days during any three hundred sixty-five (365) day period
as determined by the Company Board and Parent Board.


 


5.6. COBRA
Coverage. Solely in the event of a termination by the Company without Cause pursuant to Section 5.2 and subject to the execution
of the Release Agreement by the Employee and the Release Agreement becoming effective and fully irrevocable pursuant to Section 5.2(c),
if the Employee timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”), the Company shall reimburse the Employee for the difference between the monthly COBRA premium actually
paid by the Employee for the Employee and the Employee’s dependents and the monthly premium amount paid by similarly-situated active
executives of the Company during the same period. Such reimbursement shall be paid to the Employee in the month immediately following
the month in which the Employee timely remits the premium payment and the Employee provides proof of payment of such premium. The Employee
shall be eligible to receive such reimbursement until the earliest of: (i) the end of the Severance Period; (ii) the date the Employee
is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Employee becomes eligible to receive substantially
similar coverage from another employer or other source. Notwithstanding the foregoing, the Company may, in its sole discretion, elect
to provide a cash payment to the Employee in lieu of providing reimbursement as described herein in an amount reasonably determined by
the Company to be equivalent to the amount of COBRA premium reimbursements that would otherwise be due by the Company under this Section
5.6 for the Severance Period, without regard to any effect of taxation of such cash payment to the Employee. If the Employee obtains
other employment prior to the end of the Severance Period which offers any of such insurance coverage, the Company’s obligation
to reimburse the Employee for COBRA payments will be immediately terminated. The Employee agrees to furnish promptly to the Company all
documentation required and/or reasonably requested by the Company regarding subsequent benefit eligibility.


 






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5.7. Incentive
Compensation. In the event of any termination of employment, any equity-based or cash incentive awards shall be treated as provided
in the applicable plan document.


 


6.
Confidentiality, Inventions, and Non-Solicitation Agreement. 


Prior
to the Effective Time, the Employee shall enter into with the Company a Confidentiality, Inventions, and Non-Solicitation Agreement in
substantially the form set forth under Exhibit A hereto (the “CIIAA”). Notwithstanding anything to the contrary
herein, this Agreement shall have no force or effect and be null and void ab initio if the Employee fails to execute the CIIAA prior
to the Effective Time.


 


7.
Non-Competition, Non-Solicitation, and Non-Disparagement.


 


7.1. Definitions.
As used in this Agreement, the following terms shall have the following specified meanings:


 


(a) “Business”
means any business engaged in the manufacture, import, distribution and/or sale or resale of electric commercial delivery vehicles. A
Business includes any business pursuing research and development, products or services in competition with the products or services which
are, during and at the end of the Term, either (a) produced, marketed, distributed, sourced or otherwise commercially exploited by the
Company or (b) in actual or demonstrably anticipated research or development by the Company.


 


(b) “Competing
Business” means any Person, business, or subdivision of a business engaged in Business in competition with the Company or,
to the Employee’s actual knowledge, any such Persons who are actively pursuing or otherwise affirmatively planning to engage in
competition with the Company.


 


(c) “Customer”
means a Person to whom the Company provided products or services for compensation at any time during the Term and with whom the Employee
had direct contact, or provided services to, on behalf of the Company (or, if following the Employee’s last day of employment with
the Company (such day, the “Termination Date”), then as of such Termination Date or at any time during the twelve
(12) month period immediately preceding the Termination Date).


 






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(d) “Person”
shall be construed broadly to mean an individual, a partnership, a corporation, an association, a joint stock company, a limited liability
company, a trust, a joint venture, an unincorporated organization, an educational entity, a governmental entity or any department, agency,
or political subdivision thereof, and any other entity.


 


(e)
“Prospective Customer” shall mean a Person with whom the Company has had any negotiations or material discussions
regarding the possible supply of products or services for compensation and with whom the Employee had direct contact, or provided services
to on behalf of the Company (or, if following the Termination Date, then as of such Termination Date or at any time during the 12-month
period immediately preceding the Termination Date).


 


(f) “Restricted
Period” means the Term and for a period of twelve (12) months after the Termination Date.


 


(g) “Restricted
Territory” means the United States.


 


7.2. Non-Competition.
During the Restricted Period, the Employee shall not (and shall cause the Employee’s controlled affiliates not to) directly or
indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder,
partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant,
lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties,
carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third
party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to
the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or
capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf
of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation
or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing
Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership
of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are
more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales
(based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a
passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized
exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this
Section 7.2.


 


7.3. Non-Solicitation
of Customers/Clients. The Employee shall not (and shall cause the Employee’s controlled affiliates not to), during the Restricted
Period, directly or indirectly solicit, divert, or interfere with the Company’s relationship with, any of the Company’s Customers
or Prospective Customers that the Employee had direct contact with, provided services to, or had confidential information about, in order
to offer them goods and/or services competitive with those provided by the Company, or influence any Person to end or to curtail any
business they are currently, or have been, transacting with the Company or otherwise negatively reduce his/her/its business relationship
with the Company.


 






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7.4. Non-Solicitation
of Company Employees. The Employee recognizes that the Employee possesses confidential information about other employees of the Company
relating to their education, experience, skills, abilities, compensation and benefits, and interpersonal relationships with Customers
and Prospective Customers of the Company. The Employee recognizes that the information the Employee possesses about these other employees
is not generally known, is of substantial value to the Company in developing its business and in securing and retaining Customers, and
will be acquired by the Employee because of the Employee’s business position with the Company. The Employee agrees that, during
the Restricted Period, the Employee will not (and will cause the Employee’s controlled affiliates not to) (i) recruit or employ
or otherwise solicit, entice, or induce any Person that is or has been an employee, officer or consultant of the Company in the twelve
(12) months immediately prior to such action (or, if following the Termination Date, then as of such Termination Date and at any time
during the twelve (12) months immediately preceding the Employee’s Termination Date) to become employed by, engaged by, or establish
a business relationship with any Person other than the Company or its affiliated or related companies, or (ii) approach any such
employee, consultant or officer for such purpose or authorize or participate in the taking of such actions by any other Person, or assist
or participate with any such Person in taking such action. The restriction set forth in this paragraph does not apply to a general employment
solicitation to the public that is not directed towards one of the Company’s employees or consultants.


 


7.5. Non-Disparagement.
The Employee shall not (and shall cause the Employee’s controlled affiliates not to) during the Term and at any time thereafter
make, publish, encourage or support, any false, misleading or disparaging written, oral or electronic statements about the Company or
any of its affiliates, including the Company’s or its applicable affiliate’s (i) predecessors, members, present or former
directors, managers, employees, consultants, officers, partners, attorneys or other representatives, individually and in their official
capacities, or (ii) products, services, practices or operations. However, nothing in this Agreement shall prevent the Employee from testifying
truthfully under oath if compelled by law to do so in a deposition, lawsuit, or similar legal or dispute resolution proceeding; making
or publishing any such statements the Employee or the Employee’s controlled affiliate, as applicable, reasonably believes in good
faith to be necessary in responding to or initiating a bona fide legal claim involving the Employee’s or the Employee’s controlled
affiliate, as applicable; filing a complaint, participating in an investigation, or otherwise cooperating with any federal, state, or
local fair employment agency or other government or law enforcement agency.


 


7.6. Performance
of Duties Not Affected. For the avoidance of doubt, this Agreement shall not restrict the Employee from performing his duties as
an officer, director, or employee of the Company or any of its affiliates.


 


8. Miscellaneous
Provisions Governing Restrictive Covenants.


 


8.1. Reasonableness
of Restrictions and Covenants. The Employee hereby confirms that the Employee was informed of the time, territory, scope and other
essential requirements of the restrictions set forth in Section 7 of this Agreement when the Employee agreed to become employed with
the Company under the terms set forth in this Agreement and the Employee acknowledges that the Company would not have entered into this
Agreement had the Employee not agreed to the restrictions set forth in Section 7 of the Agreement. The Employee further acknowledges
that the Employee has received sufficient and valuable consideration for the Employee’s agreement to such restrictions. The Employee
also agrees that the covenants and restrictions contained in this Agreement are reasonable and valid and hereby agrees that the Company
would suffer irreparable injury in the event of any breach by the Employee of the Employee’s obligations under any such covenant
or restriction. Accordingly, the Employee hereby agrees that damages would be an inadequate remedy at law in connection with any such
breach and that the Company shall therefore be entitled, in addition to any other right or remedy which it may have at law, in equity
or otherwise, to temporary and permanent injunctive relief enjoining and restraining the Employee from any such breach. The Employee
further consents and stipulates to the entry of such injunctive relief without the need to post any bond or other security.


 






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8.2. Survival.
The provisions of Sections 7, 8, 9, 10.2 and 11 of this Agreement shall remain in full force and effect notwithstanding the termination
of the Employee’s employment and regardless of the circumstances that result in such termination. This provision shall not be construed
to limit the survival of any other provisions that also survive the termination of this Agreement by the express or implied terms of
such provisions.


 


8.3. Enforcement,
Severability, and Modification. If, at the time of enforcement of any provision of Section 7 of this Agreement, a court or arbitrator
holds that the restrictions stated in Section 7 of this Agreement are unreasonable or unenforceable under the circumstances then existing,
the Parties agree that (i) the court/arbitrator should first reform the provisions of Section 7 prior to severing any provisions, and
if the court/arbitrator will not or cannot reform such provisions, then the court/arbitrator may sever provisions as described in this
paragraph, (ii) the provisions of Section 7 of this Agreement shall be severable in the event that any of such provisions are, for any
reason whatsoever, deemed invalid, void or otherwise unenforceable, (iii) such invalid, void or otherwise unenforceable provisions in
Section 7 of this Agreement shall be automatically replaced by other provisions which are as similar as possible in terms to such invalid,
void or otherwise unenforceable provisions but are valid and enforceable, and (iv) the remaining provisions in Section 7 of this Agreement
shall remain enforceable to the fullest extent permitted by law.


 


9. Post-Termination
Cooperation


 


For
a period of two (2) years following the Termination Date, the Employee agrees to be reasonably available to assist and cooperate with
the Company in connection with any litigation, administrative proceedings, audits or other governmental or regulatory inquiries. Such
assistance and cooperation will, when under the control of the Company, be at a mutually convenient time and location and may include,
without limitation, appearing for meetings, consultations, depositions, hearings, or trials. The Company will reimburse the Employee
for reasonable, pre-approved travel, lodging and meal expenses incurred in connection with providing such assistance and cooperation.


 


10. Disclosures


 


10.1. Upon
Employment. In entering into this Agreement, the Employee represents and warrants that the Employee does not have any obligation,
whether express or implied, to any third party that would interfere with, hamper, or limit the Employee’s ability to provide any
employment services or to otherwise comply with the Employee’s obligations under this Agreement. The Employee explicitly represents
and warrants to the Company that the Employee is not a party to any confidentiality, non-competition, non-solicitation or similar agreements
with any third party, or to any agreement the terms of which could prohibit the Employee from performing the Employee’s employment
duties for the Company, or to any agreement which could be breached by the Employee’s entry into this Agreement and/or performance
of the Employee’s employment duties for the Company.


 






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10.2. Upon
Termination of Employment. For any period of time when the restrictions referenced in Section 7 of this Agreement apply, the Employee
shall promptly notify any subsequent employer of the terms of this Agreement to ensure that this Agreement is not breached by the Employee.


 


11. General
Provisions


 


11.1. Clawback
Provisions. Any amounts payable under this Agreement are subject to any policy (whether in existence as of the Commencement Date
or later adopted or modified) established by the Company providing for clawback or recovery of amounts that were paid to the Employee.
The Company will make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law or
regulation.


 


11.2. Resignation
of All Other Positions. Upon termination of the Employee’s employment hereunder for any reason, the Employee agrees
to resign and shall be deemed to have resigned from all positions that the Employee holds as an officer of the Company or any of its
affiliates or as a member of the Company Board and Parent Board (or a committee thereof) of the Company or any of its affiliates.


 


11.3. Assignment
and Successors. This Agreement is intended to bind and inure to the benefit of and be enforceable by the Employee, the Company, and
their respective successors and assigns, except that the Employee may not assign any of the Employee’s duties hereunder and the
Employee may not assign any of the Employee’s rights hereunder without the prior written consent of the Company. This Agreement
is personal to the Employee and shall not be assigned by the Employee. Any purported assignment by the Employee shall be null and void
from the initial date of the purported assignment. The Company may assign this Agreement to any entity which controls, is controlled
by, or is under common control with the Company, or to any successor or assign (whether direct or indirect, by purchase, merger, consolidation,
or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the
Company and the permitted successors and assigns.


 


11.4. Notices.
All notices, requests, demands, or other communications under this Agreement shall be in writing and shall be deemed to be duly given
by the Employee to the Company only if provided to the Company, Attention: General Counsel, and shall be deemed to be duly given by the
Company to the Employee if provided by mail, email, mail, or nationally or internationally recognized carrier to the Employee at the
Employee’s address as shown in the Company’s records.


 


11.5. Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable
law. If any provision or portion of this Agreement shall be or become illegal, invalid or unenforceable in whole or in part for any reason,
such provision shall be ineffective only to the extent of such illegality, invalidity or unenforceability, without invalidating the remainder
of such provision or the remaining provisions of this Agreement. If any court of competent jurisdiction should deem any covenant herein
to be invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope
of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.


 






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11.6. Code
Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations and guidance
promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer,
interpret, and construe this Agreement in a manner that does not result in the imposition on the Employee of any additional tax, penalty,
or interest under Section 409A, provided, however, that the Employee understands and agrees that the Company shall not
be held liable or responsible for any taxes, penalties, interests or other expenses incurred by the Employee on account of non-compliance
with Section 409A.


 


(a) For
purposes of Section 409A, each installment payment or payroll period amount provided under this Agreement shall be treated as a separate
payment.


 


(b) A
termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment
of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service”
within the meaning of Section 409A.


 


(c) If
the Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A,
then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A payable
on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or
a short-term deferral (or otherwise), such payment or benefit shall not be made or provided until the date which is the earlier of (i) the
first regular payroll date following the expiration of the six (6)-month period measured from the date of such “separation from
service” of the Employee, or (ii) the date of the Employee’s death (the “Delay Period”).  Upon
the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise
been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Employee in a lump sum
without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal
payment dates specified for them herein. 


 


(d) With
regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A,
all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred.


 


11.7. Governing
Law. The Parties agree that this Agreement shall be governed by and construed in accordance with the substantive laws of the State
of Michigan without giving effect to any conflict of law provisions.


 






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11.8. Mandatory
Arbitration; Subsequent Court Jurisdiction. The Parties agree that any dispute over this Agreement will be submitted to and settled
exclusively by binding arbitration, in accordance with the provisions of this section, subject only to any applicable requirement of
law that the Parties engage in a preliminary non-binding mediation or arbitration. Binding arbitration shall be conducted in accordance
with the Judicial Arbitration and Mediation Service Streamlined Rules & Procedures (the “JAMS Rules”). Arbitration
shall be held in Oakland County, Michigan, before an arbitrator selected pursuant to the JAMS Rules who will have no personal or pecuniary
interest, either directly or indirectly, from any business or family relationship with either of the Parties. All decisions of the
arbitrator will be final, binding, and conclusive on the Parties.


 


The
Parties will equally share the costs of the arbitrator and the arbitration fee (if any). Each Party will bear that Party’s own
attorneys’ fees and costs, and the prevailing Party will not be entitled to reimbursement by the other Party of any of its fees
or costs incurred in connection with the arbitration hereunder, regardless of any rule to the contrary in the applicable arbitration
rules. Either Party may seek confirmation of the arbitration award in the federal or state courts with jurisdiction over Auburn Hills,
Michigan and such court shall be the sole, exclusive, and mandatory venue and jurisdiction for any disputes between the Parties arising
from or relating to this Agreement. If any action is filed, by any party, relating to a breach of this Agreement and/or enforcement of
this Agreement, each Party hereby consents to the exclusive jurisdiction and venue of the federal and state courts with jurisdiction
over Auburn Hills, Michigan in any claim or action arising hereunder and waives any claim that such court is an inconvenient forum.


 


11.9. WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY TO THIS AGREEMENT CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER; ACKNOWLEDGES THAT IT AND THE OTHER PARTIES TO THIS AGREEMENT HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION; AND AGREES THAT IF SUCH PARTY SEEKS A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT, ANY OTHER PARTY MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
TO THIS AGREEMENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


11.10. Interpretation.
The headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation
of this Agreement. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning, and not
strictly for or against any Party. In this Agreement, unless the context otherwise requires, the masculine, feminine and neuter genders
and the singular and the plural include one another.


 


11.11. Non-Waiver
of Rights and Breaches. No failure or delay of any Party in the exercise of any right given to such Party under this Agreement shall
constitute a waiver unless the time specified for the exercise of such right has expired, nor shall any single or partial exercise of
any right preclude other or further exercise thereof or of any other right. The waiver by a Party of any default of any other Party shall
not be deemed to be a waiver of any subsequent default or other default by such Party.


 






    14


     


    

 


11.12. Withholding.
Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder shall be subject to withholding of
such amounts relating to taxes as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation.
In lieu of withholding such amounts, in whole or in part, the Company may, in its sole discretion, accept other provisions for payment
of taxes as permitted by law, provided it is satisfied in its sole discretion that all requirements of law affecting its responsibilities
to withhold such taxes have been satisfied.


 


11.13. Representation
by Counsel; No Strict Construction. Each Party acknowledges that such Party has been represented
by independent counsel of such Party’s choice with respect to this Agreement, including throughout all negotiations that have preceded
the execution of this Agreement and that each Party has executed the same with consent and upon the advice of said independent counsel.
The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question
of intent arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall
arise, or rule of strict construction applied, favoring or disfavoring any Party by virtue of the authorship of any of the provisions
of this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement
against the Party that drafted this Agreement is of no application and is hereby expressly waived by the Parties.


 


11.14. Attorneys’
Fees. Each Party shall bear its own attorneys’ fees and other reasonably related costs and expenses (“Fees”)
associated with any claim asserted under this Agreement; provided, however, that if either Party asserts a claim which is finally determined
by a court of competent jurisdiction to have been asserted frivolously or in bad faith, the Party against whom such claim was brought
shall be entitled to recovery of its Fees from the Party bringing such claim.


 


11.15. Headings.
The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation
of this Agreement.


 


11.16. Integration,
Amendment and Waiver. This Agreement and the CIIAA constitute the entire understanding and agreement between the Company and the
Employee, superseding all prior arrangements, understandings, and agreements, oral or otherwise, among the Parties with respect to the
subject matter hereof. All negotiations by the Parties concerning the subject matter hereof are merged into this Agreement and the CIIAA,
and there are no representations, warranties, covenants, understandings or agreements, oral or otherwise, by the Parties in relation
to this Agreement or the CIIAA other than those incorporated herein or in the CIIAA. No supplement, modification, waiver, or amendment
of this Agreement or the CIIAA shall be binding unless executed in writing and signed by both Parties.


 


11.17. Counterparts;
Original. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together
shall constitute one and the same instrument. Any facsimile, photocopy, pdf copy, or electronic copy of any Party’s executed counterpart
of this Agreement will be deemed to be an executed original thereof.


 


[SIGNATURE
PAGE FOLLOWS]




 






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IN
WITNESS WHEREOF, the Company and the Employee have caused this Agreement to be duly executed as of the date first written above.


 


	EMPLOYEE:	 	THE COMPANY:
	 	 	 	 
		 	ELECTRIC LAST MILE, INC.
		 	 	                                  
	/s/ Jason Luo	 	By:	/s/ Benjamin Wu
	Jason Luo	 	Name:  	Benjamin Wu
	 	 	Title:	Secretary



 




    16


     


    

 


Exhibit
A to Employment Agreement

Confidentiality, Inventions, and Non-Solicitation Agreement


 




    17


     


    

 


CONFIDENTIALITY,
INVENTIONS, AND 


NON-SOLICITATION
AGREEMENT


 


This
Confidentiality, Inventions and Non-Solicitation Agreement (this “Agreement”) is entered into by and between Electric
Last Mile, Inc. and its successors and assigns (the “Company”), a Delaware corporation and Jason Luo (“Employee”).


 


RECITALS


 


WHEREAS,
the Company has offered to employ or to continue to employ Employee in a position of trust, in which Employee acknowledges Employee will
obtain new or updated Confidential Information (as defined below) about the business of the Company and the Company Affiliates (as defined
below) to or for whom Employee provides services;


 


WHEREAS,
in the course of Employee’s employment with the Company, Employee may Create Inventions (as such terms are defined below);


 


WHEREAS,
the Company and the Company Affiliates collaborate in the course of business such that Employee has obtained, or will obtain, Confidential
Information about both the Company and the Company Affiliates; and


 


WHEREAS,
the Company and Employee agree that some of the purposes of this Agreement are to memorialize the parties’ respective ownership
and rights to Inventions (as defined below) and to prevent irreparable harm to the Company and the Company Affiliates and that any restrictions
set forth herein are reasonable and necessary to protect Confidential Information, goodwill, existing business relationships and other
legitimate business interests.


 


NOW,
THEREFORE, in consideration of Employee’s employment or continued employment and the Company’s entrusting to Employee confidential
information relating to the Company Affiliates’ business, and for the mutual promises and covenants in this Agreement and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby mutually agree
as follows:


 


		1.	Definitions.



 


		a.	“Company
                                            Affiliates” means (i) all Persons controlling, controlled by or under common control
                                            with, the Company (including, without limitation, its parent, brother-sister companies, other
                                            affiliates, subsidiaries, and joint ventures), (ii) all Persons in which the Company owns
                                            an equity interest and (iii) all predecessors, successors and assigns of those affiliates
                                            identified in (i) and (ii). As used in this definition, “control” (including,
                                            with correlative meanings, “controlling”, “controlled by” and “under
                                            common control with”) shall mean possession, directly or indirectly, of the power to
                                            direct or cause the direction of the management and policies (whether through ownership of
                                            securities, partnership or other ownership interests, by contract or otherwise).



 






     


    


    

 


		b.	“Confidential
                                            Information” means any and all confidential, proprietary or trade secret information
                                            not generally known or available outside the Company and/or the Company Affiliates, and/or
                                            information entrusted to the Company and/or the Company Affiliates in confidence by third
                                            parties, in each case, whether disclosed, directly or indirectly, verbally, in writing or
                                            by any other means in tangible or intangible form, including that which is Created by Employee.
                                            Confidential Information includes, without limitation, all Work Products (as defined below),
                                            technical data, trade secrets, know-how, improvements, research, product or service ideas
                                            or plans, software (whether in source code or object code), designs, developments, processes,
                                            formulas, techniques, biological materials, mask works, designs and drawings, hardware configuration
                                            information, information relating to existing or potential employees, consultants, clients,
                                            suppliers, vendors, or other service providers of the Company and the Company Affiliates
                                            (including, but not limited to, their names, contact information, jobs, compensation and
                                            expertise), information relating to suppliers and customers, information relating to stockholders
                                            or lenders, price lists, pricing methodologies, cost data, market share data, marketing plans,
                                            licenses, contract information, business plans, financial forecasts, financial statements,
                                            profit margins, sales information, historical financial data, budgets or other business information.
                                            Confidential Information also means all similar information disclosed to the Company by third
                                            parties, which is subject to confidentiality obligations. Confidential Information shall
                                            not include information that is generally available to and known by the public, provided
                                            that such disclosure to the public is through no direct or indirect fault of the Employee
                                            or Person(s) acting on the Employee’s behalf.



 


		c.	“Create”
                                            means make, create, author, discover, develop, invent, conceive, or reduce to practice.



 


		d.	“Inventions”
                                            means any and all inventions, discoveries, developments, concepts, designs, ideas, know how,
                                            improvements, trade secrets, code, algorithms, works of authorship, and/or expressions thereof
                                            and any technology relating thereto, in each case, whether or not patentable, copyrightable
                                            or otherwise legally protectable, as well as any and all rights in and to patents, copyright,
                                            trademark, trade secret or other intellectual property rights (in the United States or elsewhere),
                                            including all pending and future applications and registrations therefor. This includes,
                                            but is not limited to, any new product, machine, article of manufacture, biological material,
                                            method, procedure, process, technique, use, equipment, device, apparatus, system, compound,
                                            formulation, composition of matter, design or configuration of any kind, or any improvement
                                            thereon.



 


		e.	“Person”
                                            means an individual, partnership, corporation, limited liability company, joint stock company,
                                            unincorporated organization or association, trust, joint venture, entity, association or
                                            other organization, whether or not a legal entity, or a governmental entity.



 


		f.	“Tangible
                                            Embodiments” means any and all tangible documents, materials, records, notebooks,
                                            tapes, disks, drives, software (whether in source code, object code or machine- readable
                                            copies), work notes, flow-charts, diagrams, test data, reports, samples and other tangible
                                            evidence, results or other embodiments.



 






     


    


    

 


		g.	“Work
                                            Product” means any and all Inventions that Employee, solely or jointly with others,
                                            Creates, in whole or in part, during the period of Employee’s employment or within
                                            one (1) year following termination of such employment, including those that relate to or
                                            result from the actual or anticipated business, work, research, or investigation of the Company
                                            or any of the Company Affiliates or which are suggested by, relate to, or result from any
                                            task assigned to or performed by Employee for the Company or any of the Company Affiliates.



 


		2.	Confidential
                                            Information.



 


		a.	Employee
                                            acknowledges that all Confidential Information constitutes a protectable business interest
                                            of the Company, and covenants and agrees that at all times during the period of Employee’s
                                            employment and thereafter, Employee agrees (i) to hold in strictest confidence the Confidential
                                            Information, (ii) not to, directly or indirectly, disclose, furnish, or make available to
                                            any Person any Confidential Information without prior written authorization from the Company,
                                            and (iii) not to use any Confidential Information except during the term of Employee’s
                                            employment in the course of performing Employee’s duties as an employee of the Company.
                                            Employee will abide by the Company’s policies and rules as may be established from
                                            time to time by it for the protection of its Confidential Information and will not make any
                                            copies of Confidential Information except as authorized by the Company. Employee agrees that
                                            in the course of employment with the Company, Employee will not bring to the Company’s
                                            offices nor use for the Company’s benefit, nor disclose, furnish or make available
                                            to the Company or any Company Affiliate, or induce the Company or any Company Affiliate to
                                            use, any confidential or proprietary information or Tangible Embodiments belonging to others.
                                            Employee’s obligations under this Section 2(a) with respect to particular Confidential
                                            Information will survive expiration or termination of this Agreement and Employee’s
                                            employment with the Company, and will terminate only at such time (if any) as the Confidential
                                            Information in question becomes publicly and widely known to the public other than as a result
                                            of any wrongful act of Employee or Employee’s breach of this Agreement (or a breach
                                            by those acting in concert with the Employee or on the Employee’s behalf) or wrongful
                                            act of any other Person who was under confidentiality obligations as to the item or items
                                            involved.



 


		b.	For
                                            clarity, Employee’s agreements in this Section 2 are intended to be for the
                                            benefit of the Company, the Company Affiliates, and any third party that has entrusted information
                                            or Tangible Embodiments to the Company or the Company Affiliates in confidence. This Agreement
                                            is intended to supplement, and not to supersede, any rights the Company or the Company Affiliates
                                            may have with respect to the protection of trade secrets or confidential or proprietary information.



 


		c.	Notwithstanding
                                            any other provision of this Agreement, an individual (including Employee) shall not be held
                                            criminally or civilly liable under any federal or state trade secret law for the disclosure
                                            of a trade secret that is made in confidence to a federal, state, or local government official
                                            or to an attorney solely for the purpose of reporting or investigating a suspected violation
                                            of law. An individual (including Employee) shall not be held criminally or civilly liable
                                            under any federal or state trade secret law for the disclosure of a trade secret that is
                                            made in a complaint or other document filed in a lawsuit or other proceeding, if such filing
                                            is made under seal. An individual (including Employee) who files a lawsuit for retaliation
                                            by an employer for reporting a suspected violation of law may disclose the trade secret to
                                            the attorney of the individual and use the trade secret information in the court proceeding,
                                            if the individual files any document containing the trade secret under seal, and does not
                                            disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended
                                            to conflict with federal law protecting confidential disclosures of a trade secret to the
                                            government or in a court filing, 18 U.S.C. § 1833(b), or to create liability for disclosures
                                            of Confidential Information that are expressly allowed by 18 U.S.C. § 1833(b).



 






     


    


    

 


		3.	Return
                                            of Materials. Upon termination of employment with the Company or otherwise upon the Company’s
                                            request, and regardless of the reason for such termination, Employee agrees to promptly return
                                            to the Company or destroy all Tangible Embodiments of the foregoing in Employee’s possession,
                                            custody, or control that contain, summarize, abstract, or in any way reflect, relate to,
                                            or embody any Confidential Information or any other information concerning the Company, any
                                            of the Company Affiliates or any of its or their products, services or clients, whether prepared
                                            by the Employee or others. At the time Employee returns or destroys these materials (or otherwise
                                            upon the Company’s request), Employee will acknowledge to the Company, in writing and
                                            under oath, in the form attached as Exhibit A, that Employee has complied with the
                                            terms of this Section 3.



 


		4.	Work
                                            Product.



 


		a.	Employee
                                            agrees to promptly and fully disclose in writing to the Company all Work Product (including
                                            all original works of authorship and all work product relating thereto). This disclosure
                                            will include complete and accurate copies of all Tangible Embodiments of such Work Product.



 


		b.	Employee
                                            covenants and agrees that all Work Product and Tangible Embodiments are and shall be the
                                            sole and exclusive property of the Company. Employee acknowledges that all Work Product that
                                            are original works of authorship Created by Employee (solely or jointly) within the scope
                                            of Employee’s employment are “works made for hire” to the maximum extent
                                            permitted under applicable law and as that term is under the United States Copyright Act
                                            (17 U.S.C., et seq.). Without limiting the foregoing, Employee hereby agrees to hold in trust
                                            for the sole right and benefit of the Company and hereby assigns (and without limiting the
                                            foregoing, agrees in the future to assign) to the Company all of the entire worldwide right,
                                            title, and interest in and to all Work Product (and Tangible Embodiments thereof) throughout
                                            the world, without any requirement of further documentation or consideration, including,
                                            for clarity, any and all patent rights, copyrights, trademark rights, mask work rights, moral
                                            rights, sui generis database rights, and all other intellectual property rights therein
                                            or pertaining thereto and all rights to prosecute, enforce, and sue for past, present and
                                            future infringements, misappropriations or other violations thereof, throughout the universe
                                            in perpetuity or for the longest period permitted by law. Employee hereby waives and irrevocably
                                            quitclaims to the Company or its designee any and all claims, of any nature whatsoever, that
                                            Employee now has or may hereafter have for infringement of any and all Work Product and/or
                                            Tangible Embodiments and intellectual property rights related thereto.



 






     


    


    

 


		c.	At
                                            any time during or after Employee’s employment with the Company, at the request of
                                            the Company or any of the Company Affiliates, Employee agrees to perform, during and after
                                            employment, all acts deemed necessary or desirable by the Company to permit and assist it,
                                            at the Company’s expense, in registering, recording, obtaining, maintaining, defending,
                                            perfecting, enforcing, and/or assigning any Work Product and Tangible Embodiments in any
                                            and all countries. In the event Employee refuses or fails to perform such acts, Employee
                                            hereby irrevocably designates and appoints the Company and its duly authorized officers and
                                            agents as Employee’s agents and attorneys-in-fact to act for and in Employee’s
                                            behalf and instead of Employee, to execute and file any documents and to do all other lawfully
                                            permitted acts to further the above purposes with the same legal force and effect as if executed
                                            by Employee; this designation and appointment constitutes an irrevocable power of attorney
                                            and is coupled with an interest.



 


		d.	To
                                            the extent that such an assignment of any Work Product and/or Tangible Embodiment is not
                                            permitted under applicable law, Employee hereby grants to (and without limiting the foregoing,
                                            agrees in the future to grant to) the Company an exclusive (even as to Employee), royalty-free,
                                            fully paid up, irrevocable, perpetual, worldwide, sublicenseable and transferable license
                                            to make, have made, copy, modify, make derivative works of, use, publicly perform, display,
                                            sell, offer for sale, import, distribute, and/or otherwise exploit such Work Product or Tangible
                                            Embodiment for any commercial or internal business purposes and all other purposes. To the
                                            extent not assignable, Employee hereby irrevocably waives, to the extent permitted by applicable
                                            law, any and all claims Employee may now or hereafter have in any jurisdiction to any so-called
                                            “moral rights” in connection with the Work Product and acknowledges and agrees
                                            that the Company may use, exploit, distribute, reproduce, advertise, promote, publicize,
                                            alter, modify or edit the Work Product or combine the Work Product with other works, in the
                                            Company’s sole discretion, in any format or medium hereafter devised.



 


		e.	Without
                                            limiting the generality of any other provision of this Section 4, Employee hereby
                                            authorizes the Company and each of the Company Affiliates to make any desired changes to
                                            any part of any Work Product, to combine it with other materials in any manner desired, and
                                            to withhold Employee’s identity in connection with any distribution or use thereof
                                            alone or in combination with other materials.



 


		f.	The
                                            obligations of Employee set forth in this Section 4 (including, but not limited to,
                                            the assignment obligations) will continue beyond the termination of Employee’s employment
                                            with respect to Work Product Created by Employee alone or jointly with others during Employee’s
                                            employment with the Company and for one (1) year thereafter, whether pursuant to this Agreement
                                            or otherwise. These obligations will be binding upon Employee and Employee’s executors,
                                            administrators and other representatives.



 






     


    


    

 


		g.	Employee
                                            agrees that Employee will register all domains, usernames, handles, social media accounts
                                            and similar online accounts which Employee registers on behalf of the Company and which relate
                                            to the Company or its intellectual property rights (the “Online Accounts”)
                                            in the name of the Company, except to the extent that such requests by the Company are prohibited
                                            by law. If any Online Account that is not (or by the terms of such Online Account cannot
                                            be) registered in the name of the Company is registered in Employee’s name or under
                                            Employee’s control, Employee agrees to assign ownership and control of such Online
                                            Account to any Person designated by the Company upon the Company’s request. Employee
                                            agrees to use any Online Account, whether registered in Employee’s name or the name
                                            of the Company, in compliance with any applicable policies or guidelines of the Company.



 


		h.	Notwithstanding
                                            anything to the contrary herein, this Agreement does not apply to any Invention which qualifies
                                            as a non-assignable Invention under the provisions of California Labor Code Section 2870
                                            (“Section 2870”), a copy of which is attached as Exhibit B. Employee
                                            will advise the Company promptly in writing of any Inventions that Employee believes fully
                                            qualify for protection under Section 2870; and Employee will at that time provide to
                                            the Company in writing all evidence necessary to substantiate that belief. The Company will
                                            keep in confidence and will not use for any purpose or disclose to third parties without
                                            Employee’s consent any confidential information disclosed in writing to the Company
                                            pursuant to this Agreement relating to Inventions that qualify fully for protection under
                                            the provisions of Section 2870. Employee will preserve the confidentiality of any Invention
                                            that does not fully qualify for protection under Section 2870. BY SIGNING THIS AGREEMENT,
                                            EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED EXHIBIT B, WHICH SHALL CONSTITUTE
                                            WRITTEN NOTICE OF THE PROVISIONS OF SECTION 2870.



 


		5.	Excluded
                                            IP. 



 


		a.	As
                                            a matter of record, Employee has set forth on Exhibit C hereto a list with non-confidential
                                            descriptions of any and all proprietary information, works of authorship, ideas, reports,
                                            creative works, intellectual property or other Inventions which have been made by Employee
                                            prior to employment with the Company and which are excluded from the scope of this Agreement
                                            (collectively, the “Excluded IP”). Employee hereby represents and warrants
                                            that such list is accurate and complete. If no list is attached (or if the list is empty),
                                            then Employee hereby represents and warrants that there is no Excluded IP. Employee will
                                            not assert any right, title or interest in or to any Work Product nor claim that Employee
                                            Created any Work Product before Employee’s employment with the Company unless Employee
                                            has specifically identified that Invention as an Excluded IP on the attached Exhibit C
                                            prior to the execution of this Agreement.



 


		b.	If
                                            in the course of Employee’s employment, Employee uses or incorporates into any Work
                                            Product or Tangible Embodiment any Inventions (including any Excluded IP) in which Employee
                                            or a third Person has any interest and which is not covered by Section 4(b) hereof,
                                            Employee will promptly so inform the Company. Whether or not Employee gives such notice,
                                            Employee hereby grants to (and without limiting the foregoing, agrees in the future to grant
                                            to) the Company an exclusive, royalty-free, fully paid up, irrevocable, perpetual, worldwide,
                                            sublicenseable and transferable license to make, have made, copy, modify, make derivative
                                            works of, use, publicly perform, display, sell, offer for sale, import, distribute, and/or
                                            otherwise exploit such Invention (including such Excluded IP) for any commercial or internal
                                            business purposes and all other purposes.



 






     


    


    

 


		6.	Representations
                                            and Warranties.



 


		a.	No
                                            Conflicts. Employee hereby represents and warrants that Employee is not subject to any
                                            obligation to any third Person, including any former employer, that would be inconsistent
                                            with any provision of this Agreement, including with respect to any Excluded IP, and that
                                            Employee has the right to grant the license and rights granted in Section 5(b).



 


		b.	No
                                            Infringement. Employee hereby represents and warrants that all Excluded IP licensed to
                                            the Employer pursuant to Section 5(b) do not (and all Work Product will not) infringe,
                                            misappropriate, dilute, or otherwise violate any third Person’s patents, copyrights,
                                            trademarks, trade secrets, or other intellectual property rights or other rights.



 


		7.	Equitable
                                            Remedies. Employee acknowledges and agrees that the agreements and covenants set forth
                                            in this Agreement are reasonable and necessary for the protection of the Company’s
                                            and the Company Affiliates’ business interests, that irreparable injury will result
                                            to the Company and the Company Affiliates if Employee breaches any of the terms of said covenants,
                                            and that in the event of Employee’s actual or threatened breach of any such covenants,
                                            the Company and the Company Affiliates will have no adequate remedy at law. Employee accordingly
                                            agrees that, in the event of any actual or threatened breach by Employee of any of said covenants,
                                            the Company or any of the Company Affiliates, as applicable, will be entitled to immediate
                                            injunctive and other equitable relief, without posting bond or other security and without
                                            the necessity of showing actual monetary damages. Nothing in this Section 7 will be
                                            construed as prohibiting the Company or any of the Company Affiliates from pursuing any other
                                            remedies available to it for such breach or threatened breach, including the recovery of
                                            any damages that it is able to prove.



 


		8.	No
                                            Right to Employment. No provision of this Agreement shall give Employee any right to
                                            continue in the employ of the Company or any of the Company Affiliates, create any inference
                                            as to the length of employment of Employee, affect the right of the Company or the Company
                                            Affiliates to terminate the employment of Employee, with or without cause, or give Employee
                                            any right to participate in any employee welfare or benefit plan or other program of the
                                            Company or any of the Company Affiliates. Notwithstanding the foregoing, in the event Employee
                                            has executed a written employment agreement with the Company, in the event of any direct
                                            and irresolvable conflict between the terms of this Agreement and such employment agreement,
                                            the terms of this Agreement shall control with respect to all Inventions and Confidential
                                            Information, but otherwise the terms of the employment agreement shall control.



 






     


    


    

 


		9.	Modification
                                            and Waiver. This Agreement may not be modified or amended except by an instrument in
                                            writing signed by the parties. No term or condition of this Agreement will be deemed to have
                                            been waived, except by written instrument of the party charged with such waiver. No such
                                            written waiver will be deemed to be a continuing waiver unless specifically stated therein,
                                            and each such waiver will operate only as to the specific term or condition waived and shall
                                            not constitute a waiver of such term or condition for the future or as to any act other than
                                            that specifically waived.



 


		10.	Severability.
                                            Employee acknowledges that the agreements and covenants contained in this Agreement are
                                            essential to protect the Company and the Company Affiliates and their goodwill. Each of the
                                            covenants in this Agreement will be construed as independent of any other covenants or other
                                            provisions of this Agreement. If any court of competent jurisdiction at any time deems the
                                            Restricted Period unreasonably lengthy or any of the covenants set forth in this Agreement
                                            not fully enforceable, the other provisions of this Agreement will nevertheless stand and
                                            to the full extent consistent with law continue in full force and effect, and it is the intention
                                            and desire of the parties that the court treat any provisions of this Agreement which are
                                            not fully enforceable as having been modified to the extent deemed necessary by the court
                                            to render them reasonable and enforceable and that the court enforce them to such extent.



 


		11.	Notices.
                                            Any notice, consent, waiver and other communications required or permitted pursuant to
                                            the provisions of this Agreement must be in writing and will be deemed to have been properly
                                            given (a) when delivered by hand; (b) five (5) days after sent by certified mail, return
                                            receipt requested; or (c) one (1) day after deposit with a nationally recognized overnight
                                            delivery service, in each case to the appropriate addresses set forth below:



 


If
to the Company: the address of the Company’s current headquarters, Attention: General Counsel.


 


If
to Employee: to the last-known address of the Employee as shown in the Company’s records.


 


Each
party will be entitled to provide a different address for the receipt of subsequent notices by giving written notice thereof to the other
party in accordance with this Section 11.


 


		12.	Headings.
                                            The headings and other captions in this Agreement are included solely for convenience
                                            of reference and will not control the meaning and interpretation of any provision of this
                                            Agreement.



 


		13.	Governing
                                            Law. This Agreement has been executed in the State of Michigan, and its validity, interpretation,
                                            performance, and enforcement will be governed by the laws of such state, except with respect
                                            to conflicts of laws principles. The parties hereby consent to the exclusive jurisdiction
                                            of the federal or state courts with jurisdiction over Auburn Hills, Michigan in any action
                                            or claim arising out of, under or in connection with this Agreement, or the relationship
                                            between the parties hereto.



 






     


    


    

 


		14.	Binding
                                            Effect. This Agreement will be binding upon and inure to the benefit of Employee, the
                                            Company, the Company Affiliates, and their respective successors and permitted assigns. The
                                            Company will be entitled to assign its rights and duties under this Agreement, without the
                                            Employee’s prior consent. Employee may not assign this Agreement or any part hereof.
                                            Any purported assignment by Employee shall be null and void ab initio.



 


		15.	No
                                            Strict Construction. The language used in this Agreement will be deemed to be the language
                                            chosen by the parties to express their mutual intent, and no rule of strict construction
                                            will be applied against any person.



 


		16.	Waiver
                                            of Jury. THE COMPANY AND THE EMPLOYEE KNOWINGLY AND VOLUNTARILY WAIVE ANY AND ALL RIGHT
                                            TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF, UNDER OR IN CONNECTION WITH
                                            THIS AGREEMENT, OR THE RELATIONSHIP BETWEEN THE PARTIES HERETO.



 


		17.	Voluntary
                                            Execution. Employee acknowledges and agrees that Employee has carefully read all of the
                                            provisions of this Agreement, that Employee understands and has voluntarily accepted such
                                            provisions, and that Employee will fully and faithfully comply with such provisions.



 


		18.	Advice
                                            of Counsel. EMPLOYEE ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, EMPLOYEE HAS HAD
                                            THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND EMPLOYEE HAS READ AND
                                            UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE
                                            CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.



 


		19.	Counterparts.
                                            This Agreement may be executed in counterparts, each of which shall be deemed an original,
                                            but all of which taken together shall constitute one and the same instrument. Delivery of
                                            an executed counterpart’s signature page of this Agreement by facsimile, email in portable
                                            document format (.pdf), or by any other electronic means intended to preserve the original
                                            graphic and pictorial appearance of a document has the same effect as delivery of an executed
                                            original of this Agreement



 


[Signature
Page Follows]


 




     


    


    

 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and Employee has signed this Agreement,
as of the date written below.


 


	 	EMPLOYEE
	 	 
	 	 
	 	Name:  
	 	 
	 	Date:  
	 	State of Residence:
	 	 
	 	COMPANY
	 	 
	 	 
	 	Electric Last Mile, Inc.
	 	 
	 	Name:  
	 	 
	 	Date:  



 




     


     


    

 


EXHIBIT
A 


 


My
engagement by Electric Last Mile, Inc., (the “Company”) is now terminated. I have reviewed my Confidentiality, Inventions
and Non-Solicitation Agreement with the Company, dated ________________ ___, 20__ (the “Agreement”), and I hereby
swear, under penalty of perjury, that:


 


		●	I
                                            have complied and will continue to comply with all of the provisions of the Agreement.



 


		●	I
                                            understand that all of the Company’s materials (including without limitation, written
                                            or printed documents, email and computer disks or tapes, whether machine or user readable,
                                            computer memory, and other information reduced to any recorded format or medium), whether
                                            or not they contain Confidential Information (as that phrase is defined in the Agreement),
                                            are and remain the property of the Company. I have delivered to authorized Company personnel,
                                            or have destroyed, all of those documents and all other Company materials in my possession.



 


		●	Any
                                            breach of my declarations hereunder would cause irreparable injury to the Company for which
                                            monetary damages would not be an adequate remedy and, therefore, will entitle the Company
                                            to injunctive relief (including specific performance). The rights and remedies provided to
                                            the Company hereunder are cumulative and in addition to any other rights and remedies available
                                            to the Company at law or in equity. I hereby acknowledge that the Company shall be entitled
                                            to recover its reasonable attorneys’ fees and litigation expenses incurred in any action
                                            to enforce its rights in the event of a breach of my declarations hereunder.



 


		 	Employee:
	 	 	 
	Date:	 	 	 
	 	 	 
		 	Name:
	 	 	 
	 	 	 



 




     


     


    

 


EXHIBIT
B 


 


California
Labor Code Section 2870


 


Invention
On Own Time – Exemption From Agreement


 


“(a)
Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in
an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without
using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:


 


		(1)	Relate
                                            at the time of conception or reduction to practice of the invention to the employer’s
                                            business, or actual or demonstrably anticipated research or development of the employer;
                                            or



 


		(2)	Result
                                            from any work performed by the employee for the employer.



 


(b)
To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.”


 




     


     


    

 


EXHIBIT
C


 


I
hereby represent and warrant that I have disclosed on this Exhibit all inventions, discoveries, developments, concepts, designs, ideas,
know how, improvements, trade secrets, code, algorithms, works of authorship, and/or expressions thereof and any technology relating
thereto and other intellectual property (including all Excluded IP) that I have made, created, authored, discovered, developed, invented,
conceived, or reduced to practice, prior to employment with the Company. I agree that any present or future patent, idea, copyright,
writing, computer program, or other Invention that is not listed on this Exhibit is a Work Product is subject to (and assigned by) the
assignment under the attached Confidentiality, Inventions and Non-Solicitation Agreement to which this is an Exhibit. I further agree
that under no circumstances will I incorporate in any work that I perform for the Company any of the Excluded IP that I have disclosed
on this Exhibit without the prior written consent of the Company.


 


	Brief
Description of Excluded IP (e.g., inventions, discoveries, developments, concepts, designs, ideas, know how, improvements, trade secrets,
code, algorithms, works of authorship, and/or expressions thereof and any technology relating thereto inventions, proprietary information,
works of authorship, computer programs, know-how, trade secrets, ideas, reports, creative works, and other intellectual property)
	Right,
    Title or Interest and Date Acquired
	 	 
	 	 
	 	 
	 	 


 


	 	 	Employee:
	 	 	 
	Date:	 	 	 



 


	 	Name: