Exhibit 10.4


 


	 	 	FUTURE TECHNOLOGY TODAY
	 	 



 


PHOENIX CARS,
LLC


OFFER OF EMPLOYMENT


 


November 4, 2021


 


Dear Chris Wang:


 


We are very excited that you will be continuing
with Phoenix Cars LLC, a California Limited Liability Company (the “Company”), as Chief Financial Officer of the Company reporting
to Chief Executive Officer, effective on November 1, 2021. This letter will confirm the terms of your employment.


 


Position and Duties 


You shall serve in the position of Chief Financial
Officer of the Company and shall perform all the duties of that position as described on Exhibit A. Your position, job description, salary,
duties and responsibilities may be modified from time to time in the sole discretion of the Company. You agree to strictly adhere to all
of the rules and regulations of the Company as may be set forth in any Employee Manual or published policies of the Company now or in
the future, including all amendments to the Manual which may be made in the future in the Company’s sole discretion (as published or amended
from time to time, the “Manual”).


 


No Other Employment 


You agree to devote your full business time, attention,
and best efforts to the business of the Company during the employment relationship. The Company’s normal business hours are from
8:00 a.m. to 5:00 p.m. PST, Monday through Friday.


 


Compensation of Employee 


 


		(a)	Salary - The Company shall pay you, and you agree to accept from the Company in payment for your
services to the Company, a salary of $200,000.00 per year (the “Yearly Salary”), payable in equal bi-monthly installments on
regular dates established by the Company, subject to applicable tax withholding requirements. Any proposed increase of your salary, compensation
or benefits must be approved by the CEO and/or CFO.



 


		(b)	Vacation; Sick Leave; Holidays - 4 weeks Paid Time off (PTO). PTO is accrued on a monthly basis
for each full month of employment after the completion of the 90-day introductory period. PTO may be applied to vacations, sick days,
doctor visits, or other personal leaves and time off as you may choose, not to exceed your total accrual. Prior supervisor approval should
be obtained whenever possible, emergency situations notwithstanding. Standard company holidays are established by Company management during
the first few weeks of each year. For the current year (2021) the Company currently recognizes nine (9) fixed holidays and one floating
holiday. A list of approved holidays is included as an addendum to the employee handbook which will be provided by the Human Resources
Department.



 






    1500 LAKEVIEW LOOP. ANAHEIM, CALIFORNIA 92807 | 909.987.0815 | INFO@PHOENIXMOTORCARS.COM  | WWW. PHOENIXMOTORCARS.COM


     


    

 





	 	 	FUTURE TECHNOLOGY TODAY
	 	 


 


		(c)	Insurance - Effective the first day of the of employment, you will be eligible to participate in
the Company healthcare benefit plan which includes medical, dental and vision coverage for you and your family. The Company pays 75% of
the Gold 0/30 BlueShield of California plan cost of employee and eligible Family member. 75% of the cost of coverage for you, as an employee
and eligible family. The company will also contribute 75% of life insurance coverage for you equivalent to your base annual wage rate,
subject to coverage limitations of the insurance carrier. Although you may be eligible for such benefits if they become available in the
future, the Company does not promise or represent that such benefits will in fact become available or that once made available they will
be continued.



 


		(d)	401(k) Plan - The Company offers a 401K plan. You will be eligible to enter the plan at the beginning
of the month following completion of 90 days employment. There is no Company match for the plan at this time, but the Company may elect
to make future contributions to the plan at its sole discretion.



 


		(e)	Employee Expenses - The Company will reimburse you for pre-approved business expenses (approved
by the CEO, COO and/or CFO), as provided within the guidelines of the Company’s expense policy. All expenses shall be subject to
review and approval by your direct report and shall require reasonable documentation.



 


Confidential Information and Invention Assignment
Agreement 


During your employment with the Company, you may
have access to certain confidential and proprietary information. Your acceptance of this offer and commencement of employment is contingent
upon the execution and delivery of the Company’s Confidential Information and Invention Assignment Agreement (the “Confidentiality
Agreement”) to the Company prior to your start date, a copy of which has been enclosed for your review and execution.


 


Governing Law 


This Agreement is made and shall be construed
and enforced in accordance with the laws of the State of California. This Agreement and the Exhibits supersede and replace all prior agreements
or understandings, oral or written, between the Company and you, except for prior confidentiality agreements, if any. This Agreement may
not be modified except in writing signed both by the Company CEO and/or CFO and by you.


 


At-Will Employment 


Employment with the Company is employment at-will.
Employment at-will may be terminated with or without cause and with or without notice at any time at the will of either you or the Company.
Terms and conditions of employment with the Company may be modified at the sole discretion of the Company with or without cause and with
or without notice. Other than the Company (“CEO, COO and/or CFO”), no one has the authority to make any agreement for employment
other than for employment at-will or to make any agreement limiting the Company’s discretion to modify the terms and conditions of employment.
Only the CEO, COO and/or CFO has the authority to make any such agreement and then only in writing and signed by the CEO, COO and/or CFO
and the respective employee. No implied contract concerning any employment-related decision or term, or condition of employment can be
established by any other statement, conduct, policy, or practice.


  






    1500 LAKEVIEW LOOP. ANAHEIM, CALIFORNIA 92807 | 909.987.0815 | INFO@PHOENIXMOTORCARS.COM  | WWW. PHOENIXMOTORCARS.COM


     


    

 





	 	 	FUTURE TECHNOLOGY TODAY
	 	 


 


You acknowledge that, prior to signing this
Agreement; you have had an opportunity to seek the advice of independent counsel of your choice relating to the terms of this Agreement.


 


This employment offer will expire if not accepted
within five days of the document posted date. To accept the offer before this expiration date, you must sign and date this letter in the
space provided below and return it to me, along with a signed and dated copy of the Confidentiality Agreement. This letter, together with
the Confidentiality Agreement, constitutes and contains the entire agreement, and replaces any and all prior discussions and agreements.
This is an integrated agreement.


 


Please sign and date this letter below confirming
your agreement to all the foregoing.


 


	Sincerely,	 	 
	/s/ Joe Mitchell	 	 
	Joe Mitchell	 	 




 


I accept the Company’s offer of employment as stated in this
letter and I agree that the employment relationship is terminable at will by either the Company or me.


 


	Wenbing Wang	 	11/10/21
	[Print Name]	 	[Date]
	 	 	 
	/s/ Wenbing Wang	 	 
	[Signature]	 	 



 






    1500 LAKEVIEW LOOP. ANAHEIM, CALIFORNIA 92807 | 909.987.0815 | INFO@PHOENIXMOTORCARS.COM  | WWW. PHOENIXMOTORCARS.COM