Employment Agreement between Ronald Iacobelli and Phoenix Car, LLC dated Oct 7, 2021

Exhibit 10.5

PHOENIX CARS, LLC

OFFER OF EMPLOYMENT

October 7, 2021

Ronald Iacobelli

5138 Cypress Street

Vancouver, BC, V6M 4J1

Cell ###-###-####

***@***

Dear Mr. Iacobelli,

We are very excited that you will be joining Phoenix Cars LLC, a Delaware Limited Liability Company (the “Company”), as CTO reporting to the CEO Joseph R. Mitchell, effective on October 11, 2021 (the “Effective Date”). This letter will confirm the terms of your employment.

Position and Duties

You shall serve in the position of CTO of the Company and shall perform all the duties assigned by the CEO. 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”).

Limited 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. Notwithstanding the foregoing provisions of this paragraph, you may provide services only to INTGR8 in the same manner/scope of work as currently performing, so long as such services do not interfere with the performance of your obligations to the Company or the provision of such services has been approved in writing by the Company. The Company acknowledges that you are co-owner and executive of INTGR8 Technologies Inc. and agrees that you will continue only in that role and as within the terms of this paragraph.

Compensation of Employee

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, 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 has the authority to make any such agreement and then only in writing and signed by the CEO 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.

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 by you.

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. This offer letter will expire on October 8, 2021 at 5pm PST.

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.