Exhibit 10.12

EVELOZCITY INC.

November 6, 2018

Bill Strickland

1081 Long Beach Blvd, Apt 419

Long Beach, CA 90813

Dear Bill:

EVelozcity Inc. (the “Company”) is pleased to offer you employment, reporting directly to Stefan Krause in his capacity as In Charge on the following terms. This letter is intended to amend and restate the terms of your employment previously agreed to by you and the Company as set forth in the Company’s offer letter to you dated December 8, 2017.

1. General. You will be In Charge of Programs. You will initially work at our facility located at 19951 Mariner Ave, Torrance, CA 90503. In this capacity, you shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties and responsibilities as your supervisor shall reasonably designate that are consistent with your position. Subject to Section 2(e), the Company may change your position, duties, and work location from time to time in its discretion.

2. Compensation.

a. Annual Salary. Your base salary will be $360,000 per year, less required payroll deductions and withholdings, paid on the Company’s normal payroll schedule. Normal business hours are from 9:00 a.m. to 5:00 p.m., Monday through Friday. As an exempt salaried employee, you will be expected to work additional hours as required by the nature of your work assignments. Your base salary will be reviewed periodically by your supervisor and may be increased from time to time.

b. Bonus. On the date the Board of Directors of the Company (the “Board”) establishes an annual incentive compensation plan (“AIP”) for the employees of the Company, you will be eligible to participate in the AIP as determined by the Board in its sole discretion at such time.

c. Equity Awards. Subject to approval by the Holdings Board (as defined below), you shall be provided the opportunity to purchase 585,000 restricted shares (“Initial Restricted Shares”), which shall be Ordinary Shares, par value $0.0001 per share (“Ordinary Shares”), of EVelozcity Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands and the overall parent of the Company (“EV Holdings”) at a per share purchase price of $0.01; this purchase price represents the fair market value of the Initial Restricted Shares for purposes of Section 83 of the Internal Revenue Code of 1986, as amended, as determined by the Board of Directors of of EV Holdings (the “Holdings Board”) in compliance with applicable IRS guidance. The Initial Restricted Shares shall be memorialized through a restricted stock purchase agreement provided to you by the Company (“Restricted Share Agreement”) along with a voting agreement, which shall include initial anti-dilution provisions resulting in, subject to approval by the Holdings Board, an additional equity grant of Ordinary Shares to you if EV Holdings issues or sells any additional shares of capital stock, options, or equivalent securities carrying any right to purchase or convert into EV Holdings capital stock, subject to the applicable limitations on such rights contained in such agreements, (“Future Issuance”, any shares purchased pursuant to a Restricted Share Agreement, whether Initial Restricted Shares or pursuant to a Future Issuance or any shares acquired upon the issuance of an option that was granted in connection with a Future Issuance, “Restricted Shares”) such that you will maintain your respective percentage-ownership of EV Holdings (on a fully-diluted, as-converted basis) as it existed immediately prior to the Future Issuance unless and until the Company has raised an aggregate amount of US$1 billion in its equity financings, provided that the shares underlying such equity award subject to any Future Issuance shall have the same vesting schedules as the Initial Restricted Shares. The additional terms and conditions of the anti-dilution protection and the vesting and repurchase conditions will be set forth in your Restricted Share Agreement.

d. Benefits; Visa; Reimbursement.

e. Termination.

3. Rules and Policies. As a Company employee, you will be expected to abide by Company rules and policies. As a condition of employment, you must comply with your previously executed Employee Confidential Information and Inventions Assignment Agreement which prohibits unauthorized use or disclosure of the Company’s proprietary information, among other obligations.

4. Confidential Information. In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. You hereby represent that you have disclosed to the Company any contract you have signed that may restrict your activities on behalf of the Company. The obligations of this Section 4 are in addition to any obligations you may have pursuant to the Company’s Confidential Information and Invention Assignment Agreement.

5. Indemnification.

a. Definitions. For purposes of this Section 5, the following terms shall have the following meanings:

“Action” means any civil, criminal, administrative, or regulatory action, arbitration, claim, demand, investigation, litigation, mediation, proceeding, or suit, in each instance, of whatever nature, known or unknown, liquidated or unliquidated

“EV Action”, means any Action that directly or indirectly involves you, or with which you may be threatened, in each instance relating to or arising from or out of the business and affairs of the Company or its affiliates.

“Prior Employer Action”, means any Action that directly or indirectly involves you, or with which you may be threatened, in each instance relating to, or arising from our out of (i) any act or omission by you, regardless of when taken (or failed to be taken) to the extent any such act or omission directly or indirectly benefitted (or was anticipated or expected by you, EV Holdings and/or the Company to benefit, and/or was alleged to have benefitted) EV holdings, the Company or their affiliates, or (ii) any act or omission by you in connection with your anticipated, expected, or actual employment with EV Holdings, the Company, or their affiliates to the extent such act or omission directly or indirectly benefitted (or was anticipated or expected by you, EV Holdings, and/or the Company to benefit, and/or was alleged to have benefitted) EV Holdings, the Company, or their affiliates. By way of example only, any action by your immediately preceding employer and any related or required counterclaims ( e.g., breach of a confidentiality agreement, breach of a non-competition agreement, breach of a non-solicitation agreement, breach of the duty of loyalty, breach of fiduciary duty, unfair competition, misappropriation of trade secret, misappropriation of confidential information, or other claims relating in any way to your former employment) shall be included as a Prior Employer Action. By further way of example only, a Prior Employer Action includes an Action involving your immediately preceding employer alleging, among others a breach of a non-solicitation arrangement or agreement, or a breach of a confidentiality arrangement or agreement.

“Liability” means any claim, cost (including but not limited to attorneys’ fees), damage, debt, demand, expense, liability, loss, or obligation, in each instance, whether incurred, known or unknown, asserted or unasserted, determined or determinable, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, incurred, paid or payable, in each instance whether in connection with the satisfaction of any defense, disposition, judgment, settlement, award, or compromise.

“Prior Employer Covered Claims” means any Action or Liability brought by, or directly or indirectly involving or relating to, or arising from, your previous employer, or any of your prior employer’s shareholders, officers, successors or assigns, whether relating to your duties as an employee or otherwise, to the extent such Action or Liability is fully covered and actually paid by an insurance policy (e.g., D&O insurance previously purchased by such prior employer) for which you are included as an insured or additional insured.

b. EV Action. EV Holdings and the Company shall, to the fullest extent permitted by law, indemnify, defend, hold harmless, and release you for, from, and against all Liabilities arising from any EV Action, other than any EV Action which is finally determined (whether by admission in a settlement or as determined by a final, non-appealable judgment by a court of competent jurisdiction) to have resulted from (1) an act of fraud perpetrated by you against EV Holdings or the Company, (2) your gross negligence or willful misconduct in the performance of your duties towards EV Holdings or the Company or (3) an act of yours resulting in a conviction or plea of guilty or nolo contendere for any crime involving an act of moral turpitude, fraud or dishonesty.

c. Prior Employer Action. Except to the extent covered as a Prior Employer Covered Claim, EV Holdings and the Company shall, to the fullest extent permitted by law, indemnify, hold harmless, and release you for, from and against all Liabilities arising from any Prior Employer Action.

d. General. Any right to indemnification you may have pursuant to this Section 5 shall be cumulative with, and in addition to, any and all rights to which you may otherwise be entitled, and shall extend to your heirs, successors, and assigns. In any such Action, you shall have the right to engage, at the Company’s reasonable expense, separate counsel of your own choice. Any amounts payable to you pursuant to this Section 5 shall be increased such that (i) after you pay any taxes on the amounts received by you pursuant to this Section 5, and (ii) after you pay any Liabilities relating to such Action, you shall not be in a worse position than you would have been had such Action never commenced.

e. Cooperation.

(a) reasonably cooperate with one another in diligently and actively pursuing the defense or settlement of such Action,

(b) permit the other to participate in all decision making and other aspects of such Action,

(c) keep each other fully informed regarding the status and progress of such Action,

(d) provide copies of written communications relating to such Action, and

(e) not settle such Action without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned, or delayed.

f. Matters Involving the Company.

1. the Company shall give written notice to you respecting such matter; and

2. the Company and its affiliates, shall keep you and your counsel reasonably and timely informed of all developments relating to such Action, and shall timely provide you and your counsel with copies of all material correspondence with respect thereto.

g. Expenses. Expenses incurred by you in connection with any Action (including the defense or settlement thereof) that may be subject to a right of indemnification pursuant to this Section 5 shall be advanced to you by the Company as such amounts are incurred, or are reasonably expected to be incurred by you.

h. Insurance. EV Holdings or the Company covenants to pay for, and maintain, adequate D&O insurance respecting any liabilities that may arise pursuant to this Section 5 and provide proof of such insurance for (i) any Action arising after the date of this agreement and (ii) any Prior Employer Action.

i. Survival. The obligations contemplated in this Section 5 shall survive the expiration of the term, or termination, of your employment.

6. Miscellaneous.

a. This offer is contingent upon a reference check and satisfactory proof of your right to work in the United States. You agree to assist as needed and to complete any documentation at the Company’s request to meet these conditions.

b. This letter, together with your Employee Confidential Information and Inventions Assignment Agreement and Employment Arbitration Agreement, forms the complete and exclusive statement of your employment agreement with the Company. It supersedes any other agreements or promises made to you by anyone, whether oral or written. Changes in your employment terms, other than those changes expressly reserved to the Company’s discretion in this letter, require a written modification signed by an officer of the Company. If any provision of this offer letter agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this offer letter agreement, and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law.

c. To the fullest extent applicable, amounts and other benefits under this letter are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (“Section 409A”) in accordance with one or more of the exemptions available under the final Treasury Regulations promulgated under Section 409A and, to the extent that any such amount or benefit is or becomes subject to Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation in accordance with such final Treasury regulations, this letter is intended to comply with the applicable requirements of Section 409A with respect to such amounts or benefits. Notwithstanding anything else provided herein, to the extent any payments provided under this letter in connection with your “separation from service” as defined in Section 409A constitute deferred compensation subject to Section 409A, and you are deemed at the time of such termination of employment to be a “specified employee” as defined in Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from your separation from service from the Company or (ii) the date of your death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you including, without limitation, the additional tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. Payments pursuant to this letter are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

Please sign and date this letter, and the enclosed Employee Confidential Information and Inventions Assignment Agreement and Employment Arbitration Agreement and return them to me.

We look forward to your favorable reply and to a productive and enjoyable work relationship.

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