Exhibit 10.7

	
	
 FUTURE TECHNOLOGY TODAY








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

PHOENIX CARS, LLC
OFFER OF EMPLOYMENT

September 27, 2021

Jose Paul
15674 Altamira Dr.
Chino Hills, CA 91709

Dear Jose Paul:

We are very excited that you will be continuing with Phoenix Cars LLC, a California Limited Liability Company (the
"Company"), as Chief Marketing Officer of the Company reporting to our Chief Executive Officer, effective on September
27, 2021. This letter will confirm the terms of your employment.

Position and Duties
You shall serve in the position of Chief Marketing 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 $150,000.00 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) Commissions - In addition to the base salary paid to you, you will be eligible to earn commissions of 1% of vehicle
sales originated by you. The commissions will be earned upon payment in full for each vehicle sold and will be
paid to you within two weeks of receipt of final payment by Phoenix.  Commissions are payable on transactions
completed through the final day of employment, only. Any transactions completed after that date, including orders
shipped or paid for, will not qualify for commissions.

(c) Stock Option – Per prior approval and plans of the Company governing the vesting practices, you were granted
440,000 shares of stock options of Phoenix Motor Inc's Common Stock.

DocuSign Envelope ID: B63D1AF1-2028-407F-9C60-2B2E9971A162 DocuSign Envelope ID: B555623C-AA02-407C-9975-B9893622607E





	
	
 FUTURE TECHNOLOGY TODAY








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

(d) Relocation  Assistance –You will  receive the Company-paid  relocation  assistance  of  $5,000.00. You agree  if
terminated or resign for any reasons before the 24 months, you will repay the Company for it’s relocation expense.

(e) Visa – The Company has agreed to pay the related costs incurred in obtaining your H1-B Visa as needed. In the
event  that  your  employment  is  terminated  for  any  reason  at  any  time  prior  to  the  second  anniversary  of  your
employment start date, you agree to promptly reimburse the Company for all fees, costs and expenses incurred by
the Company in connection with its sponsorship of your H1-B Visa [including all attorney’s fees incurred by the
Company, if any, in enforcing this provision].

(f) Vehicle Allowance -   The Company has agreed to pay $500 per month as a car allowance. This car allowance will
be paid through payroll and will be subject to all applicable payroll taxes.

(g) 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.

(h) 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.

(i) 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.

(j) 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.


DocuSign Envelope ID: B63D1AF1-2028-407F-9C60-2B2E9971A162 DocuSign Envelope ID: B555623C-AA02-407C-9975-B9893622607E





	
	
 FUTURE TECHNOLOGY TODAY








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

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.

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,


_____________________
Joseph R. Mitchell
Chief Executive Officer



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.


_____________________________   _____________________________
[Print Name]      [Date]

_____________________________
[Signature]
DocuSign Envelope ID: B63D1AF1-2028-407F-9C60-2B2E9971A162 DocuSign Envelope ID: B555623C-AA02-407C-9975-B9893622607E
Jose Paul 10/22/2021