Employment Agreement with Christopher Nicoll

Exhibit 10.21

PRIVATE AND CONFIDENTIAL

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made between THUNDER POWER AI SUBSIDIARY, INC. (Hong Kong Branch) (the “Company”), and Mr. Christopher NICOLL (UK Passport No. 133522460) (the “Employee”). The Company and the Employee are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

WITNESSETH THAT:

WHEREAS, the Company is in the business of developing premium electric vehicles and their parts and components;

WHEREAS, the Company wishes to employ the Employee; and

WHEREAS, the Employee wishes to accept the Company’s employment.

NOW, THEREFORE, the Parties agree as follows:

The Employee shall accept the Company’s employment to serve as Chief Executive Officer and the Company reserves the right to transfer or re-assign the Employee to other position(s) commensurate with the capability, or other companies within the Group.

The commencement date of employment is 1 July 2024.

The initial principal location in which the Employee will perform his services to the Company is Hong Kong. The Company has the right to require the Employee to work elsewhere, if needed.

The Employee shall accept other teams and conditions state in Appendix regarding the employment with the Company.

IN WITNESS WHEREOF, the Parties are signing this Agreement on the date below their respective signatures.

Appendix

I. Definition

In this Agreement the following expressions shall have the following meanings:

“Business Day” shall mean a day, other than a Saturday or Sunday or any public holiday in Hong Kong.

“Companies Ordinance” means this Companies Ordinance (Cap 622 of the Laws of Hong Kong).

“Competing Activities” shall mean any business, trade or occupation which is the same as or similar to or in conflict or in competition with any activity carried on by the Group.

“Confidential Information” shall mean methods, processes, techniques, shop practices, formulae, compounds, composition, equipment, research data, technical knowledge and knowhow, personnel data, customers and suppliers’ lists, Group’s customers and suppliers, financial data, plans, business associations, transactions, financial arrangements and all other know-how and trade secrets which are in the possession of the Group and which have not been published or disclosed to the general public.

“Connected Person” shall mean spouse, child or step-child of the Employee or a body corporate with which the Employee is associated or is interested in any part of its equity share capital or is entitled to exercise or control the exercise of any part of the voting power at any meeting of that body or a person acting as trustee of the Employee.

“Employment” shall mean the employment of the Employee in accordance with the terms of this Agreement.

“Garden Leave Period” has the meaning ascribed to it in Appendix II(vii).

“Group” shall mean the Company, the Holding Company of the Company, and any company which is for the time being a Subsidiary of the Company or of the Company’s Holding Company.

“Holding Company” shall be defined in accordance with S. 13 of the Companies Ordinance.

“Inventions” shall mean all patentable and non-patentable inventions, discoveries and improvements, processes and know-how, copyright works (including without limitation computer programs), new designs and the like discovered or created by the Employee in the course of or for the Employment or discovered or created by the Employee as a result whether directly or indirectly of anything done by the Employee in pursuance of his duties hereunder and/or (as the case may be) based whether directly or indirectly on any item of the Confidential Information.

“Prohibited Business” shall mean any business or activity carried on by the Company or any Group Company at the Termination Date or at any time in the Relevant Period in which the Employee shall have been directly concerned in the course of his employment at any time in the Relevant Period.

“Relevant Period” shall mean (i) either the course of the Employee’s employment with the Company or (ii) if the Company exercises its right under Appendix II(vii), the expiry of the Garden Leave Period.

“Securities” shall mean shares, stocks and debentures of all kinds.

“Services” shall mean the duties to be performed by the Employee as the Position.

“Share” shall mean common stock of the Company.

“Subsidiary” shall be defined in accordance with S.14 of the Companies Ordinance.

“Termination Date” shall mean the date of termination of the Employee’s employment with the Company.

II. Restrictive Covenants

III. No Disparaging Remark

During the term of this Agreement and two years thereafter, the Employee shall make no disparaging remark about the Company to the public.

IV. Inventions

V. Confidentiality Obligations

VI. Irreparable Harm

The Parties acknowledge that a breach of Appendix II to V of this Agreement may cause irreparable harm for which monetary damages would be insufficient. Each party acknowledges that the aggrieved Party will have the right to seek equitable relief, in addition to all other remedies in any court having competent jurisdiction.

VII. Amendment

Any amendment of the terms of this Agreement will not be valid unless in writing signed by both Parties.

VIII. Governing Law and Dispute Resolution

The laws of Hong Kong, without giving effect to principles of conflict of laws, govern all matters arising out of this Agreement.

The Parties agree to submit to the non-exclusive jurisdiction of the Hong Kong courts.

IX. Survival

Clauses 6, Appendix I to XIV shall survive the termination of this Agreement in accordance with the terms of such rights and obligations.

X. Non-Assignment

Neither Party shall assign, wholly or partially, the rights and obligations under this Agreement except with the prior written consent of the other Party.

XI. Entire Agreement

This Agreement embodies the entire understanding between the Parties in relating to its subject matter and there are no promises, terms, conditions or obligations, oral or written expressed or implied other than those contained in this Agreement. No amendment to this Agreement will be effective unless it is in writing and signed by the Parties.

XII. Notices

Any notice required to be given under the provisions of this Agreement will be sufficiently given if sent by email to the Party to be served and registered post addressed to the principal place of business or last known address of the Party to be served. Any such notice will be deemed to have been received upon notice of actual receipt.

XIII. Non-Waiver

No failure or delay on the part of the Parties to exercise any right, power or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise by either Party of any rights, power or remedy. The rights, powers and remedies provided herein are cumulative and are not exclusive of any rights, powers or remedies by law.

XIV. Severability

If any provision of this Agreement is unenforceable to any extent, the remainder of this Agreement, or application of that provision to any persons or circumstances other than those as to which it is held unenforceable, will not be affected by that unenforceability and will be enforceable to the fullest extent permitted by law.

XV. Counterparts

The Parties may sign this Agreement in several counterparts, each of which will be deemed an original but all of which together will constitute one instrument. If one Party delivers a signed copy of this Agreement by email using “.pdf” format data file to the other Party, such delivery will create binding obligation on the delivering Party with the same effect as if such “.pdf” format data file is an original.

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