Exhibit 10.10

	
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1. Basic Provisions ("Basic Provisions").
1.1 Par es: This Sublease ("Sublease"), dated for reference purposes only 6-24-2021 , is made by and between NMC Group, Inc., a
California Corporation ("Sublessor") and Phoenix Cars LLC ("Sublessee"), (collec vely the "Par es", or individually a "Party").
1.2 Premises: That certain real property, including all improvements therein, and commonly known as (street address, city, state, zip) 1500
Lakeview Loop, Anaheim, CA 92807 located in the County of Orange , State of California and generally described as
(describe briefly the nature of the property) 39,043 SF ("Premises").
1.3 Term: 5 years and 7.5 months commencing 8/15/2021 ("Commencement Date") and ending 3/31/2027
("Expira on Date").
1.4 Early Possession: If the Premises are available Sublessee may have non-exclusive possession of the Premises commencing N/A ("Early
Possession Date").
1.5 Base Rent: $31,234.40 per month ("Base Rent"), payable on the 1st day of each month commencing 10/1/2021 .
If this box is checked, there are provisions in this Sublease for the Base Rent to be adjusted.
1.6 Base Rent and Other Monies Paid Upon Execu on:
1.7 Agreed Use: The Premises shall be used and occupied only for general administrative office and light metal
fabrication use and for no other purposes.
1.8 Real Estate Brokers.
agency rela onships in this Sublease with the following real estate brokers ("Broker(s)") and/or their agents ("Agent(s)"):
Sublessor's Brokerage Firm CBRE License No. is the broker of (check one): the Sublessor; or both the Sublessee and Sublessor
(dual agent).
Sublessor's Agent Alex Hayden License No. 01202588 is (check one): the Sublessor's Agent (salesperson or broker associate); or
both the Sublessee's Agent and the Sublessor's Agent (dual agent).
Sublessee's Brokerage Firm CBRE License No. Is the broker of (check one): the Sublessee; or both the Sublessee and Sublessor
(dual agent).
Sublessee's Agent Brandon Luckham License No. 02058915 is (check one): the Sublessee's Agent (salesperson or broker associate);
or both the Sublessee's Agent and the Sublessor's Agent (dual agent).
separate wri en agreement (or if there is no such agreement, the sum of or % of the total Base Rent) for the brokerage services rendered
by the Brokers.
1.9 Guarantor. The obliga ons of the Sublessee under this Sublease shall be guaranteed by Xiaofeng Peng,Chief Executive
Officer of SPI ENERGY COMPANY LTD.("Guarantor").
1.10 A achments. A ached hereto are the following, all of which cons tute a part of this Sublease:
an Addendum consis ng of Paragraphs 14 through 15 ;
a plot plan depic ng the Premises;
a Work Le er;
a copy of the master lease and any and all amendments to such lease (collec vely the "Master Lease");
other (specify): Sublessor shall deliver the building vacant and in the conditions set
forth in the Paragraph 2.2 of this Sublease Agreement .
2. Premises.
SUBLEASE FOR A SINGLE SUBLESSEE
To be used if the en re space (Premises) willbe subleased by a single sublessee whether or
not the space (Premises) is a single tenant buildingor is located in a mul -tenant building.
If there will be one or more sublessees sharing the space with each other and/or the lessee,
whether or not the space (Premises)is a single tenant building or is located in a mul -tenant
building, use the Sublease for Mul ple Tenants.
(a) Base Rent: $31,234.40 for the period 8/15/2021-9/15/2021 .
(b) Security Deposit: $62,468.80 ("Security Deposit").
(c) Associa on Fees: for the period .
(d) Other: Net Expenses @ $0.22 PSF or $8,589.46 for 8/15/2021-9/15/2021 .
(e) Total Due Upon Execu on of this Lease: $102,292.66 .
(a) Representa on: Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency Rela onship, confirms and consents to the following
(b) Payment to Brokers: Upon execu on and delivery of this Sublease by both Par es, Sublessor shall pay to the Brokers the brokerage fee agreed to in a





	
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2.1 Le ng. Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor, the Premises, for the term, at the rental, and upon all of
the terms, covenants and condi ons set forth in this Sublease. While the approximate square footage of the Premises may have been used in the marke ng of the
Premises for purposes of comparison, the Base Rent stated herein is NOT  ed to square footage and is not subject to adjustment should the actual size be determined
to be different. Note: Sublessee is advised to verify the actual size prior to execu ng this Sublease.
2.2 Condi on. Sublessor shall deliver the Premises to Sublessee broom clean and free of debris on the Commencement Date or the Early Possession Date,
whichever first occurs ("Start Date"), and warrants that the exis ng electrical, plumbing, fire sprinkler, ligh ng, hea ng, ven la ng and air condi oning systems
("HVAC"), and any items which the Sublessor is obligated to construct pursuant to the Work Le er a ached hereto, if any, other than those constructed by Sublessee,
shall be in good opera ng condi on on said date. If a non-compliance with such warranty exists as of the Start Date, or if one of such systems or elements should
malfunc on or fail within the appropriate warranty period, Sublessor shall, as Sublessor's sole obliga on with respect to such ma er, except as otherwise provided in
this Sublease, promptly a er receipt of wri en no ce from Sublessee se ng forth with specificity the nature and extent of such non-compliance, malfunc on or
failure, rec fy same at Sublessor's expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems
and other elements. If Sublessee does not give Sublessor the required no ce within the appropriate warranty period, correc on of any such non-compliance,
malfunc on or failure shall be the obliga on of Sublessee at Sublessee's sole cost and expense.
2.3 Compliance. Sublessor warrants that any improvements, altera ons or u lity installa ons made or installed by or on behalf of Sublessor to or on the
Premises comply with all applicable covenants or restric ons of record and applicable building codes, regula ons and ordinances ("Applicable Requirements") in
effect on the date that they were made or installed. Sublessor makes no warranty as to the use to which Sublessee will put the Premises or to modifica ons which
may be required by the Americans with Disabili es Act or any similar laws as a result of Sublessee's use. NOTE: Sublessee is responsible for determining whether or
not the zoning and other Applicable Requirements are appropriate for Sublessee's intended use, and acknowledges that past uses of the Premises may no longer
be allowed. If the Premises do not comply with said warranty, Sublessor shall, except as otherwise provided, promptly a er receipt of wri en no ce from Sublessee
se ng forth with specificity the nature and extent of such non-compliance, rec fy the same.
2.4 Acknowledgements. Sublessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by
Sublessor and/or Brokers to sa sfy itself with respect to the size and condi on of the Premises (including but not limited to the electrical, HVAC and fire sprinkler
systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabili es Act), and their suitability for Sublessee's
intended use, (c) Sublessee has made such inves ga on as it deems necessary with reference to such ma ers and assumes all responsibility therefor as the same
relate to its occupancy of the Premises, (d) it is not relying on any representa on as to the size of the Premises made by Brokers or Sublessor, (e) the square footage of
the Premises was not material to Sublessee's decision to sublease the Premises and pay the Rent stated herein, and (f) neither Sublessor, Sublessor's agents, nor
Brokers have made any oral or wri en representa ons or warran es with respect to said ma ers other than as set forth in this Sublease. In addi on, Sublessor
acknowledges that: (i) Brokers have made no representa ons, promises or warran es concerning Sublessee's ability to honor the Sublease or suitability to occupy the
Premises, and (ii) it is Sublessor's sole responsibility to inves gate the financial capability and/or suitability of all proposed tenants.
2.5 Americans with Disabili es Act. In the event that as a result of Sublessee's use, or intended use, of the Premises the Americans with Disabili es Act or any
similar law requires modifica ons or the construc on or installa on of improvements in or to the Premises, Building, Project and/or Common Areas, the Par es agree
that such modifica ons, construc on or improvements shall be made at: Sublessor's expense Sublessee's expense.
3. Possession.
3.1 Early Possession. Any provision herein gran ng Sublessee Early Possession of the Premises is subject to and condi oned upon the Premises being available
for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If Sublessee totally or
par ally occupies the Premises prior to the Commencement Date, the obliga on to pay Base Rent shall be abated for the period of such Early Possession. All other
terms of this Sublease (including but not limited to the obliga ons to pay Sublessee's Share of Common Area Opera ng Expenses, Real Property Taxes and insurance
premiums and to maintain the Premises) shall, however, be in effect during such period. Any such Early Possession shall not affect the Expira on Date.
3.2 Delay in Commencement. Sublessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises by the Commencement
Date. If, despite said efforts, Sublessor is unable to deliver possession as agreed, the rights and obliga ons of Sublessor and Sublessee shall be as set forth in
Paragraph 3.3 of the Master Lease (as modified by Paragraph 6.3 of this Sublease).
3.3 Sublessee Compliance. Sublessor shall not be required to tender possession of the Premises to Sublessee un l Sublessee complies with its obliga on to
provide evidence of insurance. Pending delivery of such evidence, Sublessee shall be required to perform all of its obliga ons under this Sublease from and a er the
Start Date, including the payment of Rent, notwithstanding Sublessor's elec on to withhold possession pending receipt of such evidence of insurance. Further, if
Sublessee is required to perform any other condi ons prior to or concurrent with the Start Date, the Start Date shall occur but Sublessor may elect to withhold
possession un l such condi ons are sa sfied.
4. Rent and Other Charges.
4.1 Rent Defined. All monetary obliga ons of Sublessee to Sublessor under the terms of this Sublease (except for the Security Deposit) are deemed to be rent
("Rent"). Rent shall be payable in lawful money of the United States to Sublessor at the address stated herein or to such other persons or at such other places as
Sublessor may designate in wri ng.
4.2 U li es. Sublessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other u li es and services supplied to the Premises,
together with any taxes thereon.
5. Security Deposit. The rights and obliga ons of Sublessor and Sublessee as to said Security Deposit shall be as set forth in Paragraph 5 of the Master Lease (as
modified by Paragraph 6.3 of this Sublease).
6. Master Lease.
6.1 Sublessor is the lessee of the Premises by virtue of the "Master Lease", wherein Alemi Properties LLC is the lessor, hereina er the
"Master Lessor".
6.2 This Sublease is and shall be at all  mes subject and subordinate to the Master Lease.
6.3 The terms, condi ons and respec ve obliga ons of Sublessor and Sublessee to each other under this Sublease shall be the terms and condi ons of the
Master Lease except for those provisions of the Master Lease which are directly contradicted by this Sublease in which event the terms of this Sublease document
shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease the word "Lessor" is used it shall be deemed to mean
the Sublessor herein and wherever in the Master Lease the word "Lessee" is used it shall be deemed to mean the Sublessee herein.
6.4 During the term of this Sublease and for all periods subsequent for obliga ons which have arisen prior to the termina on of this Sublease, Sublessee does
hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obliga on of Sublessor under the





	
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Master Lease except for the following paragraphs which are excluded therefrom: N/A .
6.5 The obliga ons that Sublessee has assumed under paragraph 6.4 hereof are hereina er referred to as the "Sublessee's Assumed Obliga ons". The
obliga ons that sublessee has not assumed under paragraph 6.4 hereof are hereina er referred to as the "Sublessor's Remaining Obliga ons".
6.6 Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable a orneys fees,
arising out of Sublessee's failure to comply with or perform Sublessee's Assumed Obliga ons.
6.7 Sublessor agrees to maintain the Master Lease during the en re term of this Sublease, subject, however, to any earlier termina on of the Master Lease
without the fault of the Sublessor, and to comply with or perform Sublessor's Remaining Obliga ons and to hold Sublessee free and harmless from all liability,
judgments, costs, damages, claims or demands arising out of Sublessor's failure to comply with or perform Sublessor's Remaining Obliga ons.
6.8 Sublessor represents to Sublessee that the Master Lease is in full force and effect and that no default exists on the part of any Party to the Master Lease.
7. Assignment of Sublease and Default.
7.1 Sublessor hereby assigns and transfers to Master Lessor the Sublessor's interest in this Sublease, subject however to the provisions of Paragraph 8.2 hereof.
7.2 Master Lessor, by execu ng this document, agrees that un l a Default shall occur in the performance of Sublessor's Obliga ons under the Master Lease,
that Sublessor may receive, collect and enjoy the Rent accruing under this Sublease. However, if Sublessor shall Default in the performance of its obliga ons to
Master Lessor then Master Lessor may, at its op on, receive and collect, directly from Sublessee, all Rent owing and to be owed under this Sublease. In the event,
however, that the amount collected by Master Lessor exceeds Sublessor's obliga ons any such excess shall be refunded to Sublessor. Master Lessor shall not, by
reason of this assignment of the Sublease nor by reason of the collec on of the Rent from the Sublessee, be deemed liable to Sublessee for any failure of the
Sublessor to perform and comply with Sublessor's Remaining Obliga ons.
7.3 Sublessor hereby irrevocably authorizes and directs Sublessee upon receipt of any wri en no ce from the Master Lessor sta ng that a Default exists in the
performance of Sublessor's obliga ons under the Master Lease, to pay to Master Lessor the Rent due and to become due under the Sublease. Sublessor agrees that
Sublessee shall have the right to rely upon any such statement and request from Master Lessor, and that Sublessee shall pay such Rent to Master Lessor without any
obliga on or right to inquire as to whether such Default exists and notwithstanding any no ce from or claim from Sublessor to the contrary and Sublessor shall have
no right or claim against Sublessee for any such Rent so paid by Sublessee.
7.4 No changes or modifica ons shall be made to this Sublease without the consent of Master Lessor.
8. Consent of Master Lessor.
8.1 In the event that the Master Lease requires that Sublessor obtain the consent of Master Lessor to any suble ng by Sublessor then, this Sublease shall not
be effec ve unless, within 10 days of the date hereof, Master Lessor signs this Sublease thereby giving its consent to this Suble ng.
8.2 In the event that the obliga ons of the Sublessor under the Master Lease have been guaranteed by third par es, then neither this Sublease, nor the Master
Lessor's consent, shall be effec ve unless, within 10 days of the date hereof, said guarantors sign this Sublease thereby giving their consent to this Sublease.
8.3 In the event that Master Lessor does give such consent then:
(a) Such consent shall not release Sublessor of its obliga ons or alter the primary liability of Sublessor to pay the Rent and perform and comply with all of
the obliga ons of Sublessor to be performed under the Master Lease.
(b) The acceptance of Rent by Master Lessor from Sublessee or any one else liable under the Master Lease shall not be deemed a waiver by Master
Lessor of any provisions of the Master Lease.
(c) The consent to this Sublease shall not cons tute a consent to any subsequent suble ng or assignment.
(d) In the event of any Default of Sublessor under the Master Lease, Master Lessor may proceed directly against Sublessor, any guarantors or any one
else liable under the Master Lease or this Sublease without first exhaus ng Master Lessor's remedies against any other person or en ty liable thereon to Master
Lessor.
(e) Master Lessor may consent to subsequent suble ngs and assignments of the Master Lease or this Sublease or any amendments or modifica ons
thereto without no fying Sublessor or any one else liable under the Master Lease and without obtaining their consent and such ac on shall not relieve such persons
from liability.
(f) In the event that Sublessor shall Default in its obliga ons under the Master Lease, then Master Lessor, at its op on and without being obligated to do
so, may require Sublessee to a orn to Master Lessor in which event Master Lessor shall undertake the obliga ons of Sublessor under this Sublease from the  me of
the exercise of said op on to termina on of this Sublease but Master Lessor shall not be liable for any prepaid Rent nor any Security Deposit paid by Sublessee, nor
shall Master Lessor be liable for any other Defaults of the Sublessor under the Sublease.
(g) Unless directly contradicted by other provisions of this Sublease, the consent of Master Lessor to this Sublease shall not cons tute an agreement to
allow Sublessee to exercise any op ons which may have been granted to Sublessor in the Master Lease (see Paragraph 39.2 of the Master Lease).
8.4 The signatures of the Master Lessor and any Guarantors of Sublessor at the end of this document shall cons tute their consent to the terms of this
Sublease.
8.5 Master Lessor acknowledges that, to the best of Master Lessor's knowledge, no Default presently exists under the Master Lease of obliga ons to be
performed by Sublessor and that the Master Lease is in full force and effect.
8.6 In the event that Sublessor Defaults under its obliga ons to be performed under the Master Lease by Sublessor, Master Lessor agrees to deliver to
Sublessee a copy of any such no ce of default. Sublessee shall have the right to cure any Default of Sublessor described in any no ce of default if Sublessee does so
within the same number of days set forth in the no ce of default given to Sublessor. If such Default is cured by Sublessee then Sublessee shall have the right of
reimbursement and offset from and against Sublessor.
9. Addi onal Brokers Commissions.
9.1 Sublessor agrees that if Sublessee exercises any op on or right of first refusal as granted by Sublessor herein, or any op on or right substan ally similar
thereto, either to extend the term of this Sublease, to renew this Sublease, to purchase the Premises, or to lease or purchase adjacent property which Sublessor may
own or in which Sublessor has an interest, then Sublessor shall pay to Broker a fee in accordance with the schedule of Broker in effect at the  me of the execu on of
this Sublease. Notwithstanding the foregoing, Sublessor's obliga on under this Paragraph is limited to a transac on in which Sublessor is ac ng as a Sublessor, lessor
or seller.
9.2 If a separate brokerage fee agreement is a ached then Master Lessor agrees that if Sublessee shall exercise any op on or right of first refusal granted to
Sublessee by Master Lessor in connec on with this Sublease, or any op on or right substan ally similar thereto, either to extend or renew the Master Lease, to
purchase the Premises or any part thereof, or to lease or purchase adjacent property which Master Lessor may own or in which Master Lessor has an interest, or if
Broker is the procuring cause of any other lease or sale entered into between Sublessee and Master Lessor pertaining to the Premises, any part thereof, or any
adjacent property which Master Lessor owns or in which it has an interest, then as to any of said transac ons, Master Lessor shall pay to Broker a fee, in cash, in





	
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accordance with the schedule a ached to such brokerage fee agreement.
9.3 Any fee due from Sublessor or Master Lessor hereunder shall be due and payable upon the exercise of any op on to extend or renew, upon the execu on
of any new lease, or, in the event of a purchase, at the close of escrow.
9.4 Any transferee of Sublessor's interest in this Sublease, or of Master Lessor's interest in the Master Lease, by accep ng an assignment thereof, shall be
deemed to have assumed the respec ve obliga ons of Sublessor or Master Lessor under this Paragraph 9. Broker shall be deemed to be a third-party beneficiary of
this paragraph 9.
10. Representa ons and Indemni es of Broker Rela onships. The Par es each represent and warrant to the other that it has had no dealings with any person,
 firm, broker, agent or finder (other than the Brokers and Agents, if any) in connec on with this Sublease, and that no one other than said named Brokers and Agents is
en tled to any commission or finder's fee in connec on herewith. Sublessee and Sublessor do each hereby agree to indemnify, protect, defend and hold the other
harmless from and against liability for compensa on or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any
dealings or ac ons of the indemnifying Party, including any costs, expenses, a orneys' fees reasonably incurred with respect thereto.
11. A orney's fees. If any Party or Broker brings an ac on or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights
hereunder, the Prevailing Party (as herea er defined) in any such proceeding, ac on, or appeal thereon, shall be en tled to reasonable a orneys' fees. Such fees may
be awarded in the same suit or recovered in a separate suit, whether or not such ac on or proceeding is pursued to decision or judgment. The term, "Prevailing
Party" shall include, without limita on, a Party or Broker who substan ally obtains or defeats the relief sought, as the case may be, whether by compromise,
se lement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The a orneys' fees award shall not be computed in accordance with
any court fee schedule, but shall be such as to fully reimburse all a orneys' fees reasonably incurred. In addi on, Sublessor shall be en tled to a orneys' fees, costs
and expenses incurred in the prepara on and service of no ces of Default and consulta ons in connec on therewith, whether or not a legal ac on is subsequently
commenced in connec on with such Default or resul ng Breach ($200 is a reasonable minimum per occurrence for such services and consulta on).
12. No Prior or Other Agreements; Broker Disclaimer. This Sublease contains all agreements between the Par es with respect to any ma er men oned herein, and
no other prior or contemporaneous agreement or understanding shall be effec ve. Sublessor and Sublessee each represents and warrants to the Brokers that it has
made, and is relying solely upon, its own inves ga on as to the nature, quality, character and financial responsibility of the other Party to this Sublease and as to the
use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party.
The liability (including court costs and a orneys' fees), of any Broker with respect to nego a on, execu on, delivery or performance by either Sublessor or Sublessee
under this Sublease or any amendment or modifica on hereto shall be limited to an amount up to the fee received by such Broker pursuant to this Sublease;
provided, however, that the foregoing limita on on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker.
Signatures to this Sublease accomplished by means of electronic signature or similar technology shall be legal and binding.
13. Accessibility; Americans with Disabili es Act.
(a) The Premises:
have not undergone an inspec on by a Cer fied Access Specialist (CASp). Note: A Cer fied Access Specialist (CASp) can inspect the subject premises and
determine whether the subject premises comply with all of the applicable construc on-related accessibility standards under state law. Although state law does not
require a CASp inspec on of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspec on of
the subject premises for the occupancy or poten al occupancy of the lessee or tenant, if requested by the lessee or tenant. The par es shall mutually agree on the
arrangements for the  me and manner of the CASp inspec on, the payment of the fee for the CASp inspec on, and the cost of making any repairs necessary to
correct viola ons of construc on-related accessibility standards within the premises.
have undergone an inspec on by a Cer fied Access Specialist (CASp) and it was determined that the Premises met all applicable construc on-related accessibility
standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspec on report at least 48 hours prior to execu ng
this Lease and agrees to keep such report confiden al.
have undergone an inspec on by a Cer fied Access Specialist (CASp) and it was determined that the Premises did not meet all applicable construc on-related
accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspec on report at least 48 hours prior to
execu ng this Lease and agrees to keep such report confiden al except as necessary to complete repairs and correc ons of viola ons of construc on related
accessibility standards.
In the event that the Premises have been issued an inspec on report by a CASp the Lessor shall provide a copy of the disability access inspec on cer ficate to Lessee
within 7 days of the execu on of this Lease.
(b) Since compliance with the Americans with Disabili es Act (ADA) and other state and local accessibility statutes are dependent upon Lessee's specific
use of the Premises, Lessor makes no warranty or representa on as to whether or not the Premises comply with ADA or any similar legisla on. In the event that
Lessee's use of the Premises requires modifica ons or addi ons to the Premises in order to be in compliance with ADA or other accessibility statutes, Lessee agrees to
make any such necessary modifica ons and/or addi ons at Lessee's expense.
ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR CRE OR BY ANY REAL ESTATE BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR
TAX CONSEQUENCES OF THIS SUBLEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:
1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS SUBLEASE.
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE
LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF
AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR SUBLESSEE'S INTENDED USE.
WARNING: IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE SUBLEASE MAY NEED TO BE REVISED TO
COMPLY WITH LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED
Executed At:
On:
By Sublessor:
Executed At:
On:
By Sublessee:
7/16/2021 7/16/2021





	
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NMC Group, Inc., a California Corporation
By:
Name Printed: Kevin McHenry
Title: NMC/Kirkhill President
Phone:
Fax:
Email: kmchenry@kirkhill.com
By: TRANSDIGM AS GUARANTOR
By:_______________________________
Name Printed: Michael Lisman
Title: Chief Financial Officer
Phone:
Fax:
Email: mlisman@transdigm.com
Address:
Federal ID No.:
Phoenix Cars LLC
By:
Name Printed: Chris Wang
Title: Chief Financial Officer
Phone:
Fax:
Email: chrisw@phoenixmotorcars.com
By:
SPI ENERGY COMPANY, LTD.,
AS GUARANTOR
By:______________________________
Name Printed: Xiaofeng Peng
Title: Chief Executive Office
Phone:
Fax:
Email: denton.peng@spigroups.com
Address:
Federal ID No.:
BROKER
CBRE
A n: Alex Hayden
Title:
Address:
Phone:
Fax:
Email:
Federal ID No.:
Broker DRE License #:
Agent DRE License #: 01202588
BROKER
CBRE
A n: Brandon Luckham
Title:
Address:
Phone:
Fax:
Email:
Federal ID No.:
Broker DRE License #:
Agent DRE License #: 02058915
Consent to the above Sublease is hereby given.
Executed At:
Executed On:
By Master Lessor:
Alemi Properties LLC
By:
Name Printed:
Title:
Phone:
Fax:
Email:
By:
Name Printed:
Title:
Phone:
Fax:
Email:
Address:
Executed At:
Executed On:
By Guarantor:
By:
Name Printed:
Title:
Address:
By:
Name Printed:
Title:
Address:





	
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SBS-9.04, Revised 10-22-2020 Page 6 of 6
Federal ID No.:
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ASL-1.00, Revised 10-22-2020 Page 1 of 1
ADDENDUM TO SUBLEASE
Date: 6-24-2021
By and Between
Sublessor: NMC Group, Inc., a California Corporation
Sublessee: Phoenix Cars LLC
Property Address: 1500 Lakeview Loop, Anaheim, CA 92807
(street address, city, state, zip)
Paragraph: 14.
14. Triple Net Expenses: In addition to Base Rent, Sublessee shall be responsible for triple net
expenses which are currently approximately $0.22 Per Sq Ft or $8,589.46/month
15. Rent Schedule:
Months Rent Per Month
8/15/2021-9/15/2021 $31,234.40 NNN
9/16/2021-9/30/2021 $15,617.20 NNN
10/01/2021-7/31/2022 $31,234.40 NNN
8/01/2022-7/31/2023 $32,171.43 NNN
8/01/2023-7/31/2024 $33,136.57 NNN
8/01/2024-7/31/2025 $34,130.67 NNN
8/01/2025-7/31/2026 $35,154.59 NNN
8/01/2026-3/31/2027 $36,209.23 NNN
In the event of any conflict between the provisions of this Addendum and the printed provisions of the Sublease, this Addendum shall control.
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GUARANTY OF LEASE
WHEREAS, NMC Group, Inc., hereina er "SubLessor", and Phoenix Cars LLC , hereina er "SubLessee", are about to
execute a document en tled "SubLease" dated 6-24-2021 concerning the premises commonly known as (street address, city, state, zip) 1500
Lakeview Loop, Anaheim, CA 92807 wherein SubLessor will lease the premises to SubLessee, and
WHEREAS, SPI Energy Company Ltd. hereina er "Guarantors" have a financial interest in Lessee, and
WHEREAS, Lessor would not execute the Lease if Guarantors did not execute and deliver to Lessor this Guaranty of Lease.
NOW THEREFORE, in considera on of the execu on of said Lease by Lessor and as a material inducement to Lessor to execute said Lease, Guarantors hereby
jointly, severally, uncondi onally and irrevocably guarantee the prompt payment by Lessee of all rents and all other sums payable by Lessee under said Lease and the
faithful and prompt performance by Lessee of each and every one of the terms, condi ons and covenants of said Lease to be kept and performed by Lessee.
It is specifically agreed by Lessor and Guarantors that: (i) the terms of the foregoing Lease may be modified by agreement between Lessor and Lessee, or by a
course of conduct, and (ii) said Lease may be assigned by Lessor or any assignee of Lessor without the consent of or no ce to Guarantors and that this Guaranty shall
guarantee the performance of said Lease as so modified.
This Guaranty shall not be released, modified or affected by the failure or delay on the part of Lessor to enforce any of the rights or remedies of the Lessor under
said Lease.
No no ce of default by Lessee under the Lease need be given by Lessor to Guarantors, it being specifically agreed that the guarantee of the undersigned is a
con nuing guarantee under which Lessor may proceed immediately against Lessee and/or against Guarantors following any breach or default by Lessee or for the
enforcement of any rights which Lessor may have as against Lessee under the terms of the Lease or at law or in equity.
Lessor shall have the right to proceed against Guarantors following any breach or default by Lessee under the Lease without first proceeding against Lessee and
without previous no ce to or demand upon either Lessee or Guarantors.
Guarantors hereby waive (a) no ce of acceptance of this Guaranty. (b) demand of payment, presenta on and protest, (c) all right to assert or plead any statute
of limita ons rela ng to this Guaranty or the Lease, (d) any right to require the Lessor to proceed against the Lessee or any other Guarantor or any other person or
en ty liable to Lessor, (e) any right to require Lessor to apply to any default any security deposit or other security it may hold under the Lease, (f) any right to require
Lessor to proceed under any other remedy Lessor may have before proceeding against Guarantors, (g) any right of subroga on that Guarantors may have against
Lessee.
Guarantors do hereby subordinate all exis ng or future indebtedness of Lessee to Guarantors to the obliga ons owed to Lessor under the Lease and this
Guaranty.
If a Guarantor is married, such Guarantor expressly agrees that recourse may be had against his or her separate property for all of the obliga ons hereunder.
The obliga ons of Lessee under the Lease to execute and deliver estoppel statements and financial statements, as therein provided, shall be deemed to also
require the Guarantors to provide estoppel statements and financial statements to Lessor. The failure of the Guarantors to provide the same to Lessor shall cons tute
a default under the Lease.
The term "Lessor" refers to and means the SubLessor named in the SubLease and also SubLessor's successors and assigns. So long as Lessor's interest in
the Lease, the leased premises or the rents, issues and profits therefrom, are subject to any mortgage or deed of trust or assignment for security, no acquisi on by
Guarantors of the Lessor's interest shall affect the con nuing obliga on of Guarantors under this Guaranty which shall nevertheless con nue in full force and effect for
the benefit of the mortgagee, beneficiary, trustee or assignee under such mortgage, deed of trust or assignment and their successors and assigns.
The term "Lessee" refers to and means the SubLessee named in the SubLease and also SubLessee's successors and assigns.
The term "Lease" refers to and means the Sublease.
Any description of the transaction should only reflect these terms.
Any recovery by Lessor from any other guarantor or insurer shall first be credited to the por on of Lessee's indebtedness to Lessor which exceeds the maximum
liability of Guarantors under this Guaranty.
No provision of this Guaranty or right of the Lessor can be waived, nor can the Guarantors be released from their obliga ons except in wri ng signed by the
Lessor.
Any li ga on concerning this Guaranty shall be ini ated in a state court of competent jurisdic on in the county in which the leased premises are located and the
Guarantors consent to the jurisdic on of such court. This Guaranty shall be governed by the laws of the State in which the leased premises are located and for the
purposes of any rules regarding conflicts of law the par es shall be treated as if they were all residents or domiciles of such State.
In the event any ac on be brought by said Lessor against Guarantors hereunder to enforce the obliga on of Guarantors hereunder, the unsuccessful party in
such ac on shall pay to the prevailing party therein a reasonable a orney's fee. The a orney's fee award shall not be computed in accordance with any court fee





	
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schedule, but shall be such as to full reimburse all a orneys' fees reasonably incurred.
If any Guarantor is a corpora on, partnership, or limited liability company, each individual execu ng this Guaranty on said en ty's behalf represents and
warrants that he or she is duly authorized to execute this Guaranty on behalf of such en ty. Signatures to this Guaranty accomplished by means of electronic
signature or similar technology shall be legal and binding.
If this Form has been filled in, it has been prepared for submission to your a orney for his approval. No representa on or recommenda on is made by AIR CRE,
the real estate broker or its agents or employees as to the legal sufficiency, legal effect, or tax consequences of this Form or the transac on rela ng thereto.
GUARANTORS
SPI Energy Company Ltd.
Executed At:
On:
By:
Name Printed: Xiaofeng Peng
Title: Chief Executive Officer
Address:
email: denton.peng@spigroups.com
By:
Name Printed:
Title:
Address:
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7/16/2021





	
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AD-3.01, Revised 10-22-2020 Page1 of 4
DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP
(As required by the Civil Code)
When you enter into a discussion with a real estate agent regarding a real estate transac on, you should from the outset understand what type of agency rela onship
or representa on you wish to have with the agent in the transac on.
SELLER'S AGENT
A Seller's agent under a lis ng agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirma ve
obliga ons:
To the Seller: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller.
To the Buyer and the Seller:
(a) Diligent exercise of reasonable skill and care in performance of the agent's du es.
(b) A duty of honest and fair dealing and good faith.
(c) A duty to disclose all facts known to the agent materially affec ng the value or desirability of the property that are not known to, or within the diligent a en on
and observa on of, the par es.
An agent is not obligated to reveal to either party any confiden al informa on obtained from the other party that does not involve the affirma ve du es set
forth above.
BUYER'S AGENT
A Buyer's agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situa ons, the agent is not the Seller's agent, even if by agreement the
agent may receive compensa on for services rendered, either in full or in part from the Seller. An agent ac ng only for a Buyer has the following affirma ve
obliga ons:
To the Buyer: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer.
To the Buyer and the Seller:
(a) Diligent exercise of reasonable skill and care in performance of the agent's du es.
(b) A duty of honest and fair dealing and good faith.
(c) A duty to disclose all facts known to the agent materially affec ng the value or desirability of the property that are not known to, or within the diligent
a en on and observa on of, the par es.
An agent is not obligated to reveal to either party any confiden al informa on obtained from the other party that does not involve the affirma ve du es set forth
above.
AGENT REPRESENTING BOTH SELLER AND BUYER
A real estate agent, either ac ng directly or through one or more salesperson and broker associates, can legally be the agent of both the Seller and the Buyer in a
transac on, but only with the knowledge and consent of both the Seller and the Buyer.
In a dual agency situa on, the agent has the following affirma ve obliga ons to both the Seller and the Buyer:
(a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either the Seller or the Buyer.
(b) Other du es to the Seller and the Buyer as stated above in their respec ve sec ons.
In represen ng both Seller and Buyer, a dual agent may not, without the express permission of the respec ve party, disclose to the other party confiden al
informa on, including, but not limited to, facts rela ng to either the Buyer's or Seller's financial posi on, mo va ons, bargaining posi on, or other personal
informa on that may impact price, including the Seller's willingness to accept a price less than the lis ng price or the Buyer's willingness to pay a price greater than
the price offered.
SELLER AND BUYER RESPONSIBILITIES
Either the purchase agreement or a separate document will contain a confirma on of which agent is represen ng you and whether that agent is represen ng you
exclusively in the transac on or ac ng as a dual agent. Please pay a en on to that confirma on to make sure it accurately reflects your understanding of your agent’s
role. The above du es of the agent in a real estate transac on do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should
carefully read all agreements to assure that they adequately express your understanding of the transac on. A real estate agent is a person qualified to advise about
real estate. If legal or tax advice is desired, consult a competent professional. If you are a Buyer, you have the duty to exercise reasonable care to protect yourself,
including as to those facts about the property which are known to you or within your diligent a en on and observa on. Both Sellers and Buyers should strongly
consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transac on can be complex and subject to change.
Throughout your real property transac on you may receive more than one disclosure form, depending upon the number of agents assis ng in the transac on. The
law requires each agent with whom you have more than a casual rela onship to present you with this disclosure form. You should read its contents each  me it is
presented to you, considering the rela onship between you and the real estate agent in your specific transac on. This disclosure form includes the provisions of
Sec ons 2079.13 to 2079.24, inclusive, of the Civil Code set forth on page 2. Read it carefully. I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND
THE PORTIONS OF THE CIVIL CODE PRINTED ON THE BACK (OR A SEPARATE PAGE).
Buyer Seller
SubLessor
Lessee
Date:
Buyer Seller Lessor Sub
Lessee Date:
Agent: Alex Hayden DRE Lic. #: 01202588
Real Estate Broker (Firm)
By: DRE Lic. #: Date:
7/16/2021
7/16/2021





	
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(Salesperson or Broker-Associate)
THIS FORM HAS BEEN PREPARED BY AIR CRE. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF THIS FORM FOR ANY SPECIFIC
TRANSACTION. PLEASE SEEK LEGAL COUNSEL AS TO THE APPROPRIATENESS OF THIS FORM.





	
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DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP
CIVIL CODE SECTIONS 2079.13 THROUGH 2079.24(2079.16 APPEARS ON THE FRONT)
2079.13. As used in Sec ons 2079.7 and 2079.14 to 2079.24, inclusive, the following terms have the following meanings:
(a) “Agent” means a person ac ng under provisions of Title 9 (commencing with Sec on 2295) in a real property transac on, and includes a person who is licensed as
a real estate broker under Chapter 3 (commencing with Sec on 10130) of Part 1 of Division 4 of the Business and Professions Code, and under whose license a lis ng
is executed or an offer to purchase is obtained. The agent in the real property transac on bears responsibility for that agent’s salespersons or broker associates who
perform as agents of the agent. When a salesperson or broker associate owes a duty to any principal, or to any buyer or seller who is not a principal, in a real property
transac on, that duty is equivalent to the duty owed to that party by the broker for whom the salesperson or broker associate func ons. (b) “Buyer” means a
transferee in a real property transac on, and includes a person who executes an offer to purchase real property from a seller through an agent, or who seeks the
services of an agent in more than a casual, transitory, or preliminary manner, with the object of entering into a real property transac on. “Buyer” includes vendee or
lessee of real property. (c) “Commercial real property” means all real property in the state, except (1) single-family residen al real property, (2) dwelling units made
subject to Chapter 2 (commencing with Sec on 1940) of Title 5, (3) a mobile home, as defined in Sec on 798.3, (4) vacant land, or (5) a recrea onal vehicle, as
defined in Sec on 799.29. (d) “Dual agent” means an agent ac ng, either directly or through a salesperson or broker associate, as agent for both the seller and the
buyer in a real property transac on. (e) “Lis ng agreement” means a wri en contract between a seller of real property and an agent, by which the agent has been
authorized to sell the real property or to find or obtain a buyer, including rendering other services for which a real estate license is required to the seller pursuant to
the terms of the agreement. (f) “Seller's agent” means a person who has obtained a lis ng of real property to act as an agent for compensa on. (g) “Lis ng price” is
the amount expressed in dollars specified in the lis ng for which the seller is willing to sell the real property through the seller’s agent. (h) “Offering price” is the
amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property. (i) “Offer to purchase” means a wri en contract
executed by a buyer ac ng through a buyer’s agent that becomes the contract for the sale of the real property upon acceptance by the seller. (j) “Real property”
means any estate specified by subdivision (1) or (2) of Sec on 761 in property, and includes (1) single-family residen al property, (2) mul -unit residen al property
with more than four dwelling units, (3) commercial real property, (4) vacant land, (5) a ground lease coupled with improvements, or (6) a manufactured home as
defined in Sec on 18007 of the Health and Safety Code, or a mobile home as defined in Sec on 18008 of the Health and Safety Code, when offered for sale or sold
through an agent pursuant to the authority contained in Sec on 10131.6 of the Business and Professions Code. (k) “Real property transac on” means a transac on for
the sale of real property in which an agent is retained by a buyer, seller, or both a buyer and seller to act in that transac on, and includes a lis ng or an offer to
purchase. (l) “Sell,” “sale,” or “sold” refers to a transac on for the transfer of real property from the seller to the buyer and includes exchanges of real property
between the seller and buyer, transac ons for the crea on of a real property sales contract within the meaning of Sec on 2985, and transac ons for the crea on of a
leasehold exceeding one year’s dura on. (m) “Seller” means the transferor in a real property transac on and includes an owner who lists real property with an agent,
whether or not a transfer results, or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another. “Seller”
includes both a vendor and a lessor of real property. (n) “Buyer's agent” means an agent who represents a buyer in a real property transac on.
2079.14.A seller’s agent and buyer’s agent shall provide the seller and buyer in a real property transac on with a copy of the disclosure form specified in Sec on
2079.16, and shall obtain a signed acknowledgment of receipt from that seller and buyer, except as provided in Sec on 2079.15, as follows: (a) The seller’s agent, if
any, shall provide the disclosure form to the seller prior to entering into the lis ng agreement. (b) The buyer’s agent shall provide the disclosure form to the buyer as
soon as prac cable prior to execu on of the buyer’s offer to purchase. If the offer to purchase is not prepared by the buyer’s agent, the buyer’s agent shall present the
disclosure form to the buyer not later than the next business day a er receiving the offer to purchase from the buyer.
2079.15. In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to Sec on 2079.14, the agent shall set forth, sign,
and date a wri en declara on of the facts of the refusal.
2079.16 Reproduced on Page 1 of this AD form.
2079.17(a) As soon as prac cable, the buyer’s agent shall disclose to the buyer and seller whether the agent is ac ng in the real property transac on as the buyer’s
agent, or as a dual agent represen ng both the buyer and the seller. This rela onship shall be confirmed in the contract to purchase and sell real property or in a
separate wri ng executed or acknowledged by the seller, the buyer, and the buyer’s agent prior to or coincident with execu on of that contract by the buyer and the
seller, respec vely. (b) As soon as prac cable, the seller’s agent shall disclose to the seller whether the seller’s agent is ac ng in the real property transac on as the
seller’s agent, or as a dual agent represen ng both the buyer and seller. This rela onship shall be confirmed in the contract to purchase and sell real property or in a
separate wri ng executed or acknowledged by the seller and the seller’s agent prior to or coincident with the execu on of that contract by the seller.
(C) CONFIRMATION: The following agency rela onships are confirmed for this transac on.
Seller's Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Number
Is the broker of (check one):   the seller; or   both the buyer and seller. (dual agent)
Seller's Agent DO NOT COMPLETE, SAMPLE ONLY License Number
Is (check one):   the Seller's Agent. (salesperson or broker associate); or   both the Buyer's Agent and the Seller's Agent. (dual agent)
Buyer's Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Number
Is the broker of (check one):   the buyer; or   both the buyer and seller. (dual agent)
Buyer's Agent DO NOT COMPLETE, SAMPLE ONLY License Number
Is (check one):   the Buyer's Agent. (salesperson or broker associate); or   both the Buyer's Agent and the Seller's Agent. (dual agent)
(d) The disclosures and confirma on required by this sec on shall be in addi on to the disclosure required by Sec on 2079.14. An agent’s duty to provide disclosure
and confirma on of representa on in this sec on may be performed by a real estate salesperson or broker associate affiliated with that broker.
2079.18 (Repealed pursuant to AB-1289, 2017-18 California Legisla ve session)
2079.19 The payment of compensa on or the obliga on to pay compensa on to an agent by the seller or buyer is not necessarily determina ve of a par cular agency
rela onship between an agent and the seller or buyer. A lis ng agent and a selling agent may agree to share any compensa on or commission paid, or any right to any
compensa on or commission for which an obliga on arises as the result of a real estate transac on, and the terms of any such agreement shall not necessarily be
determina ve of a par cular rela onship.
2079.20 Nothing in this ar cle prevents an agent from selec ng, as a condi on of the agent’s employment, a specific form of agency rela onship not specifically





	
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prohibited by this ar cle if the requirements of Sec on 2079.14 and Sec on 2079.17 are complied with.
2079.21 (a) A dual agent may not, without the express permission of the seller, disclose to the buyer any confiden al informa on obtained from the seller. (b) A dual
agent may not, without the express permission of the buyer, disclose to the seller any confiden al informa on obtained from the buyer. (c) “Confiden al informa on”
means facts rela ng to the client’s financial posi on, mo va ons, bargaining posi on, or other personal informa on that may impact price, such as the seller is willing
to accept a price less than the lis ng price or the buyer is willing to pay a price greater than the price offered. (d) This sec on does not alter in any way the duty or
responsibility of a dual agent to any principal with respect to confiden al informa on other than price.
2079.22 Nothing in this ar cle precludes a seller’s agent from also being a buyer’s agent. If a seller or buyer in a transac on chooses to not be represented by an
agent, that does not, of itself, make that agent a dual agent.
2079.23 (a) A contract between the principal and agent may be modified or altered to change the agency rela onship at any  me before the performance of the act
which is the object of the agency with the wri en consent of the par es to the agency rela onship.(b) A lender or an auc on company retained by a lender to
control aspects of a transac on of real property subject to this part, including valida ng the sales price, shall not require, as a condi on of receiving the lender’s
approval of the transac on, the homeowner or lis ng agent to defend or indemnify the lender or auc on company from any liability alleged to result from the ac ons
of the lender or auc on company. Any clause, provision, covenant, or agreement purpor ng to impose an obliga on to defend or indemnify a lender or an auc on
company in viola on of this subdivision is against public policy, void, and unenforceable.
2079.24 Nothing in this ar cle shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents,
and employees or to relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connec on with acts governed by this
ar cle or for any breach of a fiduciary duty or a duty of disclosure.
AIR CRE * h ps://www.aircre.com * 213-687-8777 * contracts@aircre.com
NOTICE: No part of these works may be reproduced in any form without permission in wri ng.