TOYO Co., Ltd 6-K, filed Sep 15, 2025
TOYO Co., Ltd (TOYO)
About this 6-K
TOYO Co., Ltd filed this 6-K on September 15, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
Commission File Number: 001-42153
TOYO Co., Ltd
Tennoz First Tower, F16
2-2-4, Higashi-Shinagawa, Shinagawa-ku
Tokyo, Japan 140-0002
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
TRADEMARK ACQUISITION AND LICENSE
On September 4, 2025, each of TOYO Co., Ltd, a Cayman Islands exempted company (the “Company”) and Toyo Solar Company Limited, a Vietnamese company and wholly-owned subsidiary of the Company (“TOYO Solar” and, together with the Company, the “TOYO Group”), entered into a trademark purchase agreement (each, a “Trademark Purchase Agreement”) with Vietnam Sunergy Europe GmbH, a German company and subsidiary of VSUN (as defined below) (“VSUN Europe”), and Vietnam Sunergy Joint Stock Company (“VSUN” and, together with VSUN Europe, “VSUN Group”), a Vietnamese company and our affiliate and a majority-owned subsidiary of Fuji Solar Co., Ltd, a Japanese company. Pursuant to the Trademark Purchase Agreements, VSUN Group agreed to sell to the TOYO Group its “VSUN” trademarks (the “Subject Trademarks”) registered in 12 jurisdictions, including but limited to, the United States, Canada, Vietnam and Europe, for a total purchase price of $340,000 (such transaction, the “Trademark Acquisition”).
In connection with and upon the completion of the Trademark Acquisition, on September 12, 2025, each of the Company and TOYO Solar entered into a trademark license agreement with VSUN (each, a “Trademark License Agreement”), pursuant to which the TOYO Group agreed to grant to VSUN a license for VSUN and its subsidiaries and affiliates to use the Subject Trademarks for one (1) year in connection with VSUN’s business purposes, including but not limited to, the manufacturing, promotion, advertising, distribution and sales (the “Trademark License”).
Copies of the Trademark Purchase Agreements and the Trademark License Agreements are being furnished as Exhibits 99.1, 99.2, 99.3 and 99.4 with this Report on Form 6-K. The foregoing descriptions of the Trademark Purchase Agreements and the Trademark License Agreements do not purport to be complete and are subject to, and are qualified in their entirety by, the full text of the Trademark Purchase Agreements and the Trademark License Agreements.
On September 4, 2025, the Company issued a press release to announce the Trademark Acquisition, a copy of which is being furnished as Exhibit 99.5 with this Report on Form 6-K.
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INCORPORATION BY REFERENCE
This Report on Form 6-K is hereby incorporated by reference in the Company’s registration statement on Form S-8 (File No. 333-284642) to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| * | Schedules and annexes have been omitted. |
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TOYO Co., Ltd | ||
| By: | /s/ Junsei Ryu | |
| Name: | Junsei Ryu | |
| Title: | Director and Chief Executive Officer | |
Date: September 15, 2025
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Exhibit 99.1
Sunergy Europe
Execution Version
Trademark Purchase Agreement
This TRADEMARK PURCHASE AGREEMENT (“Agreement”), dated as of September 4, 2025, is made by and between Vietnam Sunergy Europe GmbH, a German company (the “Seller”) and TOYO Co., Ltd, a Cayman Islands company (the “Buyer”).
WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, all right, title, and interest in and to certain Trademarks (as defined below) and related rights, together with the goodwill connected with the use of and symbolized by such Trademarks, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Purchase and Sale of Trademarks. Subject to the terms and conditions set forth herein, Seller hereby irrevocably sells, assigns, transfers, and conveys to Buyer, and Buyer hereby accepts, all right, title, and interest in and to the following (collectively, “Acquired Rights”), together with the goodwill associated therewith and symbolized thereby:
(a) the trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source or origin, including all registrations and applications for registration therefore, all as listed on Schedule 1 (collectively, the “Trademarks”);
(b) all claims and causes of action with respect to any of the foregoing, whether accruing before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present and future infringement, dilution, violation, breach, or default; and
(c) all other rights, privileges, and protections of any kind whatsoever of Seller accruing under any of the foregoing provided by any applicable law, treaty, or other international convention throughout the world.
2. Liabilities. Buyer neither assumes nor is otherwise liable for any obligations, claims, or liabilities of Seller of any kind, whether known or unknown, contingent, matured, or otherwise, whether currently existing or hereafter arising, and whether or not related to the Acquired Rights (collectively, “Excluded Liabilities”).
3. Purchase Price.
(a) The aggregate purchase price for the Acquired Rights shall be approximately FIVE BILLION FIVE HUNDRED AND FIFTY SIX MILLION FIVE HUNDRED AND TWENTY THOUSAND VIETNAMESE DONG (VND5,556,520,000.00) (TWO HUNDRED AND TWELVE THOUSAND UNITED STATES DOLLARS (US$212,000.00)) (the “Purchase Price”).
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(b) Buyer shall pay the Purchase Price to Seller within ten (10) business days following the parties’ full execution of this Agreement pursuant to the wire instructions provided by the Seller set forth under Schedule 2 attached hereto.
(c) The Parties mutually agree to adjust the Purchase Price in the event that any local laws applicable to Seller’s or Buyer’s jurisdiction or to the Trademarks require a valuation of the Trademarks that is not aligned with the Purchase Price identified in Section 3(a).
4. Deliverables. Upon execution of this Agreement, Seller shall deliver to Buyer the following:
(a) an assignment in the form of Exhibit A (the “Assignment”) and duly executed by Seller, transferring all right, title, and interest in and to the Acquired Rights to Buyer; and
(b) the complete prosecution files for all Trademarks in such form and medium as requested by Buyer together with a list of local prosecution counsel contacts, and all such other documents, correspondence, and information as are reasonably requested by Buyer to register, own, or otherwise use the Acquired Rights, including a list of all renewal fees due and deadlines for actions to be taken concerning prosecution and maintenance of all Trademarks in the ninety (90) day period following the date hereof.
5. Further Assurances; Recordation.
(a) From and after the date hereof, each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances, and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the documents to be delivered hereunder.
6. Representations and Warranties of Seller. Seller represents and warrants to Buyer that the statements contained in this Section 6 are true and correct as of the date hereof and do not contain any untrue statement of material fact or omit any material fact necessary to make the statements contained in this Section 6 not misleading under the circumstances under which they were made. For purposes of this Section 6, “Seller’s knowledge,” “knowledge of Seller,” and similar phrases shall mean the actual or constructive knowledge of any director or officer of Seller, after due inquiry of appropriate employees and agents.
(a) Authority of Seller; Enforceability. Seller has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Seller has been duly authorized by all necessary organizational action of Seller, and when executed and delivered by both parties, this Agreement will constitute a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions.
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(b) No Conflicts; Consents. The execution, delivery, and performance by Seller of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (i) violate or conflict with the certificate of incorporation, by-laws, or other organizational documents of Seller, (ii) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule, or regulation, (iii) conflict with, or result in (with or without notice or lapse of time or both), any violation of or default under, or give rise to a right of termination, acceleration, or modification of any obligation or loss of any benefit under, any contract or other instrument to which this Agreement or any of the Acquired Rights are subject, or (iv) result in the creation or imposition of any encumbrances on the Acquired Rights. No consent, approval, waiver, or authorization is required to be obtained by Seller from any person or entity (including any governmental authority) in connection with the execution, delivery, and performance by the Seller of this Agreement, or to enable Buyer to register, own, and use the Acquired Rights.
(c) Ownership. Seller owns all right, title, and interest in and to the Acquired Rights, free and clear of liens, security interests, and other encumbrances. Seller is in full compliance with all legal requirements applicable to the Acquired Rights and Seller’s ownership and use thereof.
(d) Registrations and Applications. Schedule 1 contains a correct, current, and complete list of all registrations and applications for registration owned or purported to be owned by Seller in the Trademarks, specifying as to each, as applicable: the word mark and/or design, the record owner, the jurisdiction in which it has been granted or filed, the registration or application serial number, and the registration or application date. All required filings and fees related to the trademark registrations and applications listed on Schedule 1 have been timely filed with and paid to the relevant governmental authorities and authorized registrars, and all such trademark registrations and applications have at all times been and remain in good standing.
(e) Validity and Enforceability. The Acquired Rights are valid, subsisting, and enforceable in all applicable jurisdictions, and are not subject to any pending or, to Seller’s knowledge, threatened challenge or claim to the contrary. No event or circumstance (including any failure to exercise adequate quality control or any assignment in gross without the accompanying goodwill) has occurred or exists that has resulted in, or would reasonably be expected to result in, the abandonment of any Trademark.
(f) Non-Infringement. The registration, ownership, and exercise of the Acquired Rights did not, do not, and will not infringe or otherwise violate the intellectual property or other proprietary rights of any third party or violate any applicable regulation or law. To Seller’s knowledge, no person has infringed or otherwise violated, or is currently infringing or otherwise violating, any of the Acquired Rights.
(g) Legal Actions. There are no actions (including any opposition or cancellation proceedings) settled, pending, or, to Seller’s knowledge, threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, dilution, or other violation of the intellectual property rights of any third party based on the use or exploitation of any Acquired Rights, (ii) challenging the validity, enforceability, registrability, or ownership of any Acquired Rights or Seller’s rights with respect thereto, or (iii) by Seller or any third party alleging any infringement or other violation by any third party of any Acquired Rights.
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7. Representations and Warranties of Buyer. Buyer represents and warrants to Seller that the statements contained in this Section 7 are true and correct as of the date hereof.
(a) Authority of Buyer; Enforceability. Buyer has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary organizational action of Buyer, and when executed and delivered by both parties, this Agreement will constitute a legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its terms and conditions.
(b) No Conflicts; Consents. The execution, delivery, and performance by Buyer of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (i) violate or conflict with the certificate of incorporation, by-laws, or other organizational documents of Buyer, (ii) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule, or regulation, or (iii) conflict with, or result in (with or without notice or lapse of time or both), any violation of or default under, or give rise to a right of termination, acceleration, or modification of any obligation or loss of any benefit under, any contract or other instrument to which this Agreement is subject. No consent, approval, waiver, or authorization is required to be obtained by Buyer from any person or entity (including any governmental authority) in connection with the execution, delivery, and performance by Buyer of this Agreement.
8. Indemnification.
(a) Survival. All representations, warranties, covenants, and agreements contained herein and all related rights to indemnification shall continue in full force and effect following the date hereof.
(b) Seller shall defend, indemnify, and hold harmless Buyer, Buyer’s affiliates, and their respective shareholders, directors, officers, and employees (each, a “Buyer Indemnified Party”) from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”) arising out of or in connection with any suit, action, or proceeding (each, a “Claim”) related to (i) any actual or alleged inaccuracy in or breach or non-fulfillment of any representation, warranty, covenant, agreement, or obligation of Seller contained in this Agreement or any document to be delivered hereunder; or (ii) any Excluded Liabilities.
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(c) A Buyer Indemnified Party shall promptly notify the Seller (“Indemnifying Party”) upon becoming aware of a Claim with respect to which Seller is obligated to provide indemnification under this Section 8 (“Indemnified Claim”). Seller shall promptly assume control of the defense and investigation of the Indemnified Claim, with counsel reasonably acceptable to the Buyer, and the Buyer shall reasonably cooperate with Seller in connection therewith, in each case at Seller’s sole cost and expense. The Buyer may participate in the defense of such Indemnified Claim, with counsel of its own choosing and at its own cost and expense. Seller shall not settle any Indemnified Claim on any terms or in any manner that adversely affects the rights of Buyer without Buyer’s prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed). If Seller fails or refuses to assume control of the defense of such Indemnified Claim, the Buyer shall have the right, but no obligation, to defend against such Indemnified Claim, including settling such Indemnified Claim, in each case in such manner and on such terms as the Buyer may deem appropriate. Neither the Buyer’s failure to perform any obligation under this Section 8(c) nor any act or omission of the Buyer in the defense or settlement of any Indemnified Claim shall relieve Seller of its obligations under this Section 8, including with respect to any Losses, except to the extent that Seller can demonstrate that it has been materially prejudiced as a result thereof.
9. Equitable Remedies. Seller acknowledges that (a) a breach or threatened breach by Seller of any of its obligations under this Agreement would give rise to irreparable harm to Buyer for which monetary damages would not be an adequate remedy and (b) if a breach or a threatened breach by Seller of any such obligations occurs, Buyer will, in addition to any and all other rights and remedies that may be available to such party at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to (i) post a bond or other security, or (ii) prove actual damages or that monetary damages will not afford an adequate remedy.
10. Miscellaneous.
(a) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a reputable overnight courier (receipt requested); (iii) on the date sent by email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient; and (iv) on the day received following mailing, by certified or registered mail (in each case, return receipt requested, postage prepaid). Such communications must be sent to the respective parties at the following addresses or at such other address for a party as shall be specified in a notice given in accordance with this Section 10:
| If to Seller: |
Lot III - Dong Vang, Dinh Tram Industrial Park, Nenh Ward, Viet Yen Town, Bac Giang Province, Vietnam Email: kevin.zhang@vsunsolar.com Attention: Director-Global Sales and Marketing |
| If to Buyer: |
Lot CN 02 Cam Khe Industrial Park, Cam Khe District, Phu Tho Province, Vietnam Email: cell-quanly@toyo-solar.com Attention: Administration Department Director |
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(b) Entire Agreement. This Agreement, and all related exhibits and schedules attached hereto constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement, and the related exhibits and schedules (other than an exception expressly set forth as such in the related exhibits or schedules), the statements in the body of this Agreement shall control.
(c) Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
(d) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
(e) Governing Law; Venue. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of Vietnam without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the City of New York and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Each party agrees that a final judgment in any such legal suit, action, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(f) Amendment and Modification. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto.
(g) Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; and any single or partial exercise of any right, remedy, power, or privilege hereunder shall not preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(h) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
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IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be executed as of the date first written above by their respective duly authorized officers.
| VIETNAM SUNERGY EUROPE GMBH | ||
| By: | /s/ HOU Yubo | |
| Name: | HOU Yubo | |
| Title: | General Manager | |
| TOYO CO., LTD | ||
| By: | /s/ RYU Junsei | |
| Name: | RYU Junsei | |
| Title: | CEO and Director | |
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Schedule 1
Trademarks
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Schedule 2
Wire Instructions
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Exhibit A
FORM OF ASSIGNMENT OF TRADEMARKS
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Vietnam Sunergy Europe GmbH, a German company (the “Seller”) hereby transfers, sells and assigns to Toyo Co., Ltd, a Cayman Islands company (the “Buyer”), pursuant to the Trademark Purchase Agreement dated as of September 4, 2025 (the “Effective Date”), by and between Seller and Buyer, all right, title, and interest in and to the trademarks set forth on Schedule 1 attached hereto and incorporated by this reference herein, together with the goodwill associated therewith and symbolized thereby, and all claims and causes of action with respect to any of the foregoing, including without limitation all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present and future infringement or other violation, and all other rights, privileges, and protections of any kind whatsoever of Seller accruing under any of the foregoing provided by any applicable law, treaty, or other international convention.
Seller hereby authorizes the officials of all applicable governmental entities or agencies in any applicable jurisdictions where the trademarks are held to record and register this Assignment of Trademarks upon request by Buyer.
IN WITNESS WHEREOF, the undersigned has caused this Assignment of Trademarks to be executed on the Effective Date by its duly authorized officer.
| VIETNAM SUNERGY EUROPE GMBH | ||
| By: | ||
| Name: | ||
| Title: | ||
| TOYO CO., LTD | ||
| By: | ||
| Name: | RYU Junsei | |
| Title: | CEO and Director | |
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Schedule 1
Assigned Trademarks
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Exhibit 99.2
Sunergy Joint Stock
Execution Version
Trademark Purchase Agreement
This TRADEMARK PURCHASE AGREEMENT (“Agreement”), dated as of September 4, 2025, is made by and between Vietnam Sunergy Joint Stock Company, a Vietnamese company with tax code 2400766240; located at Lot III - Dong Vang, Dinh Tram Industrial Park, Nenh Ward, Bac Ninh Province, Vietnam, is legally represented by Mr. Ryu Junsei – title: Chairman of the Board (the “Seller”) and Toyo Solar Company Limited, a Vietnamese company with tax code 2601084657; located at Cam Khe Industrial Park, Cam Khe Commune, Phu Tho Province, Vietnam, is legally represented by Mr. Ryu Junsei (the “Buyer”).
WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, all right, title, and interest in and to certain Trademarks (as defined below) and related rights, together with the goodwill connected with the use of and symbolized by such Trademarks, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Purchase and Sale of Trademarks. Subject to the terms and conditions set forth herein, Seller hereby irrevocably sells, assigns, transfers, and conveys to Buyer, and Buyer hereby accepts, all right, title, and interest in and to the following (collectively, “Acquired Rights”), together with the goodwill associated therewith and symbolized thereby:
(a) the trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source or origin, including all registrations and applications for registration therefore, all as listed on Schedule 1 (collectively, the “Trademarks”);
(b) all claims and causes of action with respect to any of the foregoing, whether accruing before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present and future infringement, dilution, violation, breach, or default; and
(c) all other rights, privileges, and protections of any kind whatsoever of Seller accruing under any of the foregoing provided by any applicable law, treaty, or other international convention throughout the world.
2. Liabilities. Buyer neither assumes nor is otherwise liable for any obligations, claims, or liabilities of Seller of any kind, whether known or unknown, contingent, matured, or otherwise, whether currently existing or hereafter arising, and whether or not related to the Acquired Rights (collectively, “Excluded Liabilities”).
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3. Purchase Price.
(a) The aggregate purchase price for the Acquired Rights shall be approximately THREE BILLION THREE HUNDRED AND FIFTY FOUR MILLION EIGHT HUNDRED AND EIGHTY THOUSAND VIETNAMESE DONG (VND3,354,880,000) (ONE HUNDRED AND TWENTY-EIGHT THOUSAND UNITED STATES DOLLARS (US$128,000))(the “Purchase Price”).
(b) Buyer shall pay the Purchase Price to Seller within ten (10) business days following the parties’ full execution of this Agreement pursuant to the wire instructions provided by the Seller set forth under Schedule 2 attached hereto.
(c) The Parties mutually agree to adjust the Purchase Price in the event that any local laws applicable to Seller’s or Buyer’s jurisdiction or to the Trademarks require a valuation of the Trademarks that is not aligned with the Purchase Price identified in Section 3(a).
4. Deliverables. Upon execution of this Agreement, Seller shall deliver to Buyer the following:
(a) an assignment in the form of Exhibit A (the “Assignment”) and duly executed by Seller, transferring all right, title, and interest in and to the Acquired Rights to Buyer; and
(b) the complete prosecution files for all Trademarks in such form and medium as requested by Buyer together with a list of local prosecution counsel contacts, and all such other documents, correspondence, and information as are reasonably requested by Buyer to register, own, or otherwise use the Acquired Rights, including a list of all renewal fees due and deadlines for actions to be taken concerning prosecution and maintenance of all Trademarks in the ninety (90) day period following the date hereof.
5. Further Assurances; Recordation.
(a) From and after the date hereof, each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances, and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the documents to be delivered hereunder.
6. Representations and Warranties of Seller. Seller represents and warrants to Buyer that the statements contained in this Section 6 are true and correct as of the date hereof and do not contain any untrue statement of material fact or omit any material fact necessary to make the statements contained in this Section 6 not misleading under the circumstances under which they were made. For purposes of this Section 6, “Seller’s knowledge,” “knowledge of Seller,” and similar phrases shall mean the actual or constructive knowledge of any director or officer of Seller, after due inquiry of appropriate employees and agents.
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(a) Authority of Seller; Enforceability. Seller has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Seller has been duly authorized by all necessary organizational action of Seller, and when executed and delivered by both parties, this Agreement will constitute a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions.
(b) No Conflicts; Consents. The execution, delivery, and performance by Seller of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (i) violate or conflict with the certificate of incorporation, by-laws, or other organizational documents of Seller, (ii) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule, or regulation, (iii) conflict with, or result in (with or without notice or lapse of time or both), any violation of or default under, or give rise to a right of termination, acceleration, or modification of any obligation or loss of any benefit under, any contract or other instrument to which this Agreement or any of the Acquired Rights are subject, or (iv) result in the creation or imposition of any encumbrances on the Acquired Rights. No consent, approval, waiver, or authorization is required to be obtained by Seller from any person or entity (including any governmental authority) in connection with the execution, delivery, and performance by the Seller of this Agreement, or to enable Buyer to register, own, and use the Acquired Rights.
(c) Ownership. Seller owns all right, title, and interest in and to the Acquired Rights, free and clear of liens, security interests, and other encumbrances. Seller is in full compliance with all legal requirements applicable to the Acquired Rights and Seller’s ownership and use thereof.
(d) Registrations and Applications. Schedule 1 contains a correct, current, and complete list of all registrations and applications for registration owned or purported to be owned by Seller in the Trademarks, specifying as to each, as applicable: the word mark and/or design, the record owner, the jurisdiction in which it has been granted or filed, the registration or application serial number, and the registration or application date. All required filings and fees related to the trademark registrations and applications listed on Schedule 1 have been timely filed with and paid to the relevant governmental authorities and authorized registrars, and all such trademark registrations and applications have at all times been and remain in good standing.
(e) Validity and Enforceability. The Acquired Rights are valid, subsisting, and enforceable in all applicable jurisdictions, and are not subject to any pending or, to Seller’s knowledge, threatened challenge or claim to the contrary. No event or circumstance (including any failure to exercise adequate quality control or any assignment in gross without the accompanying goodwill) has occurred or exists that has resulted in, or would reasonably be expected to result in, the abandonment of any Trademark.
(f) Non-Infringement. The registration, ownership, and exercise of the Acquired Rights did not, do not, and will not infringe or otherwise violate the intellectual property or other proprietary rights of any third party or violate any applicable regulation or law. To Seller’s knowledge, no person has infringed or otherwise violated, or is currently infringing or otherwise violating, any of the Acquired Rights.
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(g) Legal Actions. There are no actions (including any opposition or cancellation proceedings) settled, pending, or, to Seller’s knowledge, threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, dilution, or other violation of the intellectual property rights of any third party based on the use or exploitation of any Acquired Rights, (ii) challenging the validity, enforceability, registrability, or ownership of any Acquired Rights or Seller’s rights with respect thereto, or (iii) by Seller or any third party alleging any infringement or other violation by any third party of any Acquired Rights.
7. Representations and Warranties of Buyer. Buyer represents and warrants to Seller that the statements contained in this Section 7 are true and correct as of the date hereof.
(a) Authority of Buyer; Enforceability. Buyer has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary organizational action of Buyer, and when executed and delivered by both parties, this Agreement will constitute a legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its terms and conditions.
(b) No Conflicts; Consents. The execution, delivery, and performance by Buyer of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (i) violate or conflict with the certificate of incorporation, by-laws, or other organizational documents of Buyer, (ii) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule, or regulation, or (iii) conflict with, or result in (with or without notice or lapse of time or both), any violation of or default under, or give rise to a right of termination, acceleration, or modification of any obligation or loss of any benefit under, any contract or other instrument to which this Agreement is subject. No consent, approval, waiver, or authorization is required to be obtained by Buyer from any person or entity (including any governmental authority) in connection with the execution, delivery, and performance by Buyer of this Agreement.
8. Indemnification.
(a) Survival. All representations, warranties, covenants, and agreements contained herein and all related rights to indemnification shall continue in full force and effect following the date hereof.
(b) Seller shall defend, indemnify, and hold harmless Buyer, Buyer’s affiliates, and their respective shareholders, directors, officers, and employees (each, a “Buyer Indemnified Party”) from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”) arising out of or in connection with any suit, action, or proceeding (each, a “Claim”) related to (i) any actual or alleged inaccuracy in or breach or non-fulfillment of any representation, warranty, covenant, agreement, or obligation of Seller contained in this Agreement or any document to be delivered hereunder; or (ii) any Excluded Liabilities.
4
(c) A Buyer Indemnified Party shall promptly notify the Seller (“Indemnifying Party”) upon becoming aware of a Claim with respect to which Seller is obligated to provide indemnification under this Section 8 (“Indemnified Claim”). Seller shall promptly assume control of the defense and investigation of the Indemnified Claim, with counsel reasonably acceptable to the Buyer, and the Buyer shall reasonably cooperate with Seller in connection therewith, in each case at Seller’s sole cost and expense. The Buyer may participate in the defense of such Indemnified Claim, with counsel of its own choosing and at its own cost and expense. Seller shall not settle any Indemnified Claim on any terms or in any manner that adversely affects the rights of Buyer without Buyer’s prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed). If Seller fails or refuses to assume control of the defense of such Indemnified Claim, the Buyer shall have the right, but no obligation, to defend against such Indemnified Claim, including settling such Indemnified Claim, in each case in such manner and on such terms as the Buyer may deem appropriate. Neither the Buyer’s failure to perform any obligation under this Section 8(c) nor any act or omission of the Buyer in the defense or settlement of any Indemnified Claim shall relieve Seller of its obligations under this Section 8, including with respect to any Losses, except to the extent that Seller can demonstrate that it has been materially prejudiced as a result thereof.
9. Equitable Remedies. Seller acknowledges that (a) a breach or threatened breach by Seller of any of its obligations under this Agreement would give rise to irreparable harm to Buyer for which monetary damages would not be an adequate remedy and (b) if a breach or a threatened breach by Seller of any such obligations occurs, Buyer will, in addition to any and all other rights and remedies that may be available to such party at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to (i) post a bond or other security, or (ii) prove actual damages or that monetary damages will not afford an adequate remedy.
10. Miscellaneous.
(a) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a reputable overnight courier (receipt requested); (iii) on the date sent by email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient; and (iv) on the day received following mailing, by certified or registered mail (in each case, return receipt requested, postage prepaid). Such communications must be sent to the respective parties at the following addresses or at such other address for a party as shall be specified in a notice given in accordance with this Section 10:
| If to Seller: |
Lot III - Dong Vang, Dinh Tram Industrial Park, Email: kevin.zhang@vsunsolar.com Attention: Director-Global Sales and Marketing |
| If to Buyer: |
Lot CN 02 Cam Khe Industrial Park, Cam Khe Email: cell-quanly@toyo-solar.com Attention: Administration Department Director |
5
(b) Entire Agreement. This Agreement, and all related exhibits and schedules attached hereto constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement, and the related exhibits and schedules (other than an exception expressly set forth as such in the related exhibits or schedules), the statements in the body of this Agreement shall control.
(c) Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
(d) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
(e) Governing Law; Venue. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of Vietnam without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the competent court in Vietnam, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Each party agrees that a final judgment in any such legal suit, action, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(f) Amendment and Modification. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto.
(g) Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; and any single or partial exercise of any right, remedy, power, or privilege hereunder shall not preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(h) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
6
IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be executed as of the date first written above by their respective duly authorized officers.
| VIETNAM SUNERGY JOINT STOCK COMPANY | ||
| By: | /s/ RYU Junsei | |
| Name: | RYU Junsei | |
| Title: | CEO and Director | |
| TOYO SOLAR COMPANY LIMITED | ||
| By: | /s/ RYU Junsei | |
| Name: | RYU Junsei | |
| Title: | CEO and Director | |
7
schedule 1
Trademarks
8
Schedule 2
Wire Instructions
9
Exhibit A
FORM OF ASSIGNMENT OF TRADEMARKS
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Vietnam Sunergy Joint Stock Company, a Vietnamese company (the “Seller”) hereby transfers, sells and assigns to Toyo Solar Company Limited, a Vietnamese company (the “Buyer”), pursuant to the Trademark Purchase Agreement dated as of September 4, 2025 (the “Effective Date”), by and between Seller and Buyer, all right, title, and interest in and to the trademarks set forth on Schedule 1 attached hereto and incorporated by this reference herein, together with the goodwill associated therewith and symbolized thereby, and all claims and causes of action with respect to any of the foregoing, including without limitation all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present and future infringement or other violation, and all other rights, privileges, and protections of any kind whatsoever of Seller accruing under any of the foregoing provided by any applicable law, treaty, or other international convention.
Seller hereby authorizes the officials of all applicable governmental entities or agencies in any applicable jurisdictions where the trademarks are held to record and register this Assignment of Trademarks upon request by Buyer.
IN WITNESS WHEREOF, the undersigned has caused this Assignment of Trademarks to be executed on the Effective Date by its duly authorized officer.
| VIETNAM SUNERGY JOINT STOCK COMPANY | ||
| By: | ||
| Name: | ||
| Title: | ||
| TOYO SOLAR COMPANY LIMITED | ||
| By: | ||
| Name: | ||
| Title: | ||
10
Schedule 1
Assigned Trademarks
11
Exhibit 99.3
TOYO Co., Ltd & Sunergy Joint Stock Company
Execution Version
Trademark License Agreement
This Trademark License Agreement (“Agreement”), dated as of the date of the last signature (the “Effective Date”), is by and between Vietnam Sunergy Joint Stock Company, a Vietnamese company (the “Licensee”), and TOYO Co., Ltd, a Cayman Islands company (the “Licensor”). Each of the Licensor and Licensee are a “Party” and sometimes collectively referred to herein as the “Parties”.
WHEREAS, Licensor and Licensee’s subsidiary, Vietnam Sunergy Europe GmbH (“VSUN Europe”), entered into a Trademark Purchase Agreement (the “Purchase Agreement”), pursuant to which VSUN Europe transferred the Trademarks (as defined below) to Licensor;
WHEREAS, Licensor and Licensee acknowledge that VSUN Europe desires to continue to use the Trademarks for a limited period of time in connection with its business purposes, including, but not limited to, use with certain Licensed Products (as defined below) and also to fulfill certain existing customer orders and obligations listed on Schedule 1 attached hereto that were in effect prior to the Effective Date (the “Existing Orders”); and
WHEREAS, Licensee wishes to obtain, and Licensor is willing to grant to Licensee and its subsidiaries and affiliates listed in Schedule 3 attached hereto (“Relevant Parties”), a limited duration license to use the Trademarks for their business purposes, including but not limited to, use in connection with the Licensed Products (as defined below) in the Territory (as defined below) on the terms and conditions set out in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration including the consideration provided under the Purchase Agreement, the Parties hereby agree as follows:
1. License.
(a) Grant. Subject to this Agreement’s terms and conditions, Licensor hereby grants to Licensee and its Relevant Parties during the Term (as defined below) a non-exclusive, non-transferable, non-sublicensable license to use the trademarks identified on Schedule 2 attached hereto (“Trademarks”) solely in connection with Licensee’s and its Relevant Parties’ business purposes, including but not limited to, the manufacture, promotion, advertising, distribution, and sale of VSUN Europe’s photovoltaic modules and/or cells (“Licensed Products”), which may include but is not limited to the fulfillment of the Existing Orders in all of the jurisdictions in which the Trademarks rights exist as indicated on Schedule 2 (“Territory”). As used herein, all obligations and restrictions on Licensee shall be construed to be obligations and restrictions on Relevant Parties. Licensee shall be responsible for the compliance by Relevant Parties with the terms and conditions of this Agreement and shall indemnify, defend and hold Licensor harmless from and against any claims, damages, losses or liability caused by Relevant Parties breach of this Agreement.
2. Use of the Trademarks.
(a) Brand Guidelines. All uses by Licensee of the Trademarks shall comply with the form and manner of presentation of the Trademarks and shall be used on Licensed Products that meet the same or better quality of performance and function and manufacture as those maintained by Licensee when it was the owner of the Trademarks.
1
(b) Use Restrictions. During the Term (as defined below), each of the Parties agree that it will not: (1) use the Trademarks in any manner that may intentionally damage the reputation of the Trademarks; and (2) modify, adapt or create an alternate version of the Trademarks without the prior written consent of the other Party.
3. Confidentiality.
(a) Each Party acknowledges that in connection with this Agreement it may gain access to the other Party’s non-public, confidential or otherwise proprietary information including but not limited to information about the other Party’s business operations and strategies, trade secrets, goods and services, customers, pricing, and marketing (“Confidential Information”). “Confidential Information” does not include any information that (i) is available or becomes generally available to the public other than through a breach of this Agreement by the receiving Party or through a breach by a third party of any obligation of confidentiality known to the receiving Party; or (ii) is independently developed by the receiving Party without reference to the owning Party’s Confidential Information.
(b) A receiving Party shall not access or use any of the disclosing Party’s Confidential Information for any purpose other than as reasonably necessary to exercise its rights or perform its obligations under this Agreement. Except as explicitly provided in this Agreement or as otherwise agreed to by the disclosing Party in writing, the receiving Party may not disclose the disclosing Party’s Confidential Information to any third parties.
(c) A receiving Party may disclose the disclosing Party’s Confidential Information to its affiliates and its and their employees, agents, and contractors (“Representatives”) who need to know such information in connection with this Agreement. Such disclosure to receiving Party’s Representatives may be made only if such Representatives are bound by confidentiality obligations substantially comparable to those set forth herein and are informed of the confidential nature thereof and agree to treat such information confidentially. Receiving Party shall be responsible for any breach of this Agreement by any of its Representatives.
(d) Notwithstanding the foregoing, if the receiving Party becomes legally required to disclose Confidential Information (whether by law, rule, regulation, governmental or self-regulatory organization order or otherwise), the receiving Party must (unless otherwise prohibited by law, rule, regulation or administrative order) give the disclosing Party prompt advance notice of such requirement so that it may seek a protective order or other appropriate remedy or limitation with respect to such disclosure of Confidential Information. Receiving Party may disclose that portion of the Confidential Information reasonably necessary to ensure compliance with such legal requirement.
2
4. Representations and Warranties. Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing under the laws of the state or jurisdiction of its organization; (ii) it has the full right, power, and authority to enter into and perform its obligations under this Agreement; (iii) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of such Party; and (iv) when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of that Party, enforceable against that Party in accordance with its terms.
5. Limitation of Liability. EXCEPT IN CONNECTION WITH A BREACH OF A REPRESENTATION OR WARRANTY, LICENSOR WILL NOT BE LIABLE TO THE LICENSEE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES RELATING TO THIS AGREEMENT OR USE OF THE TRADEMARKS HEREUNDER, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Term and Termination.
(a) Term. This Agreement shall commence on the Effective Date and continue for one (1) year (the “Term”).
(b) Termination. Any Party may terminate this Agreement on written notice to the other Parties if another Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of such breach from the non-breaching Party.
(c) Effect of Termination. Upon the expiration or termination of this Agreement, (i) each Party shall promptly return to the other Party, or destroy all of the other Party’s Confidential Information in its possession and (ii) Licensee shall promptly cease all use of the Trademarks. Expiration or termination of this Agreement will not relieve the Parties of any confidentiality obligations accruing before the effective date of expiration or termination.
(d) Survival. The Parties’ rights and obligations set forth in Section 3 (Confidentiality), Section 5 (Limitation of Liability), Section 6(c) (Effect of Termination), this Section 6(d) (Survival) and Section 7 (General Provisions) will survive termination or expiration of this Agreement.
7. General Provisions.
(a) Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement creates any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party has authority to contract for or bind the other Party in any manner whatsoever.
3
(b) Notices. All correspondence or notices required or permitted to be given under this Agreement must be in writing and will be deemed given when delivered in person; when received by mail (postage prepaid, registered or certified mail, return receipt requested); when received by email; or when received by an internationally recognized courier service, and proof of delivery received by the noticing Party. In each of the foregoing cases, the address used must be the address set out below (or to any other address that the receiving Party may designate from time to time).
|
If to Licensor: |
Lot CN 02 Cam Khe Industrial Park, Cam Khe District, Phu Tho Province, Vietnam Email: cell-quanly@toyo-solar.com Attention: Administration Department Director |
| If to Licensee: |
Lot III - Dong Vang, Dinh Tram Industrial Park, Nenh Ward, Viet Yen Town, Bac Giang Province, Vietnam Email: kevin.zhang@vsunsolar.com Attention: Director-Global Sales and Marketing |
(c) Entire Agreement. This Agreement, including and together with any related exhibits and schedules, constitutes the sole and entire agreement of Licensor and Licensee with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
(d) Amendment; Waiver. No amendment to this Agreement will be effective unless it is in writing and signed by both Parties. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving Party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof.
(e) Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
(f) Governing Law. This Agreement, and all matters arising out of or relating to this Agreement, will be governed by, and construed in accordance with, the laws of the Vietnam, without regard to any choice or conflict of laws provisions thereof. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the City of New York and County of New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Each Party agrees that a final judgment in any such legal suit, action, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(g) Equitable Relief. Each Party acknowledges that a breach by the other Party of this Agreement may cause the non-breaching Party irreparable harm, for which an award of damages would not be adequate compensation and, in the event of such a breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including in the form of a restraining order, preliminary or permanent injunction, specific performance, and any other relief that may be available from any court , and the Parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies are not exclusive but are in addition to all other remedies available under this Agreement at law or in equity.
(h) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
[signatures on the next page]
4
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date of the last signature by their respective officers thereunto duly authorized.
| VIETNAM SUNERGY JOINT STOCK COMPANY | ||
| By: | /s/ RYU Junsei | |
| Name: | RYU Junsei | |
| Title: | CEO and Director | |
| Date: | 2025/09/12 | |
| TOYO CO., LTD | ||
| By: | /s/ RYU Junsei | |
| Name: | RYU Junsei | |
| Title: | CEO and Director | |
| Date: | 2025/09/12 | |
[signature page to the trademark license agreement]
5
Schedule 1
Existing Orders
6
SCHEDULE 2
Trademark/Territory
7
SCHEDULE 3
8
Exhibit 99.4
Toyo Solar Company Limited & Sunergy Joint Stock
Execution Version
Trademark License Agreement
This Trademark License Agreement (“Agreement”), dated as of the date of the last signature (the “Effective Date”), is by and between Vietnam Sunergy Joint Stock Company, a Vietnamese company (the “Licensee”) and Toyo Solar Company Limited, a Vietnamese company (the “Licensor”). Each of the Licensor and Licensee are a “Party” and sometimes collectively referred to herein as the “Parties”.
WHEREAS, Licensor and Licensee entered into a Trademark Purchase Agreement (the “Purchase Agreement”), pursuant to which Licensee transferred the Trademarks (as defined below) to Licensor;
WHEREAS, Licensor and Licensee acknowledge that Licensee desires to continue to use the Trademarks for a limited period of time in connection with its business purposes, including, but not limited to, use with certain Licensed Products (as defined below) and also to fulfill certain existing customer orders and obligations listed on Schedule 1 attached hereto that were in effect prior to the Effective Date (the “Existing Orders”); and
WHEREAS, Licensee wishes to obtain, and Licensor is willing to grant to Licensee and its subsidiaries and affiliates listed in Schedule 3 attached hereto (“Relevant Parties”), a limited duration license to use the Trademarks for their business purposes, including but not limited to, use in connection with the Licensed Products (as defined below) in the Territory (as defined below) on the terms and conditions set out in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration including the consideration provided under the Purchase Agreement, the Parties hereby agree as follows:
1. License.
(a) Grant. Subject to this Agreement’s terms and conditions, Licensor hereby grants to Licensee and its Relevant Parties during the Term (as defined below) a non-exclusive, non-transferable, non-sublicensable license to use the trademarks identified on Schedule 2 attached hereto (“Trademarks”) solely in connection with Licensee’s and its Relevant Parties’ business purposes, including but not limited to, the manufacture, promotion, advertising, distribution, and sale of Licensee’s photovoltaic modules and/or cells (“Licensed Products”), which may include but is not limited to the fulfillment of the Existing Orders in all of the jurisdictions in which the Trademarks rights exist as indicated on Schedule 2 (“Territory”). As used herein, all obligations and restrictions on Licensee shall be construed to be obligations and restrictions on Relevant Parties. Licensee shall be responsible for the compliance by Relevant Parties with the terms and conditions of this Agreement and shall indemnify, defend and hold Licensor harmless from and against any claims, damages, losses or liability caused by Relevant Parties breach of this Agreement.
1
2. Use of the Trademarks.
(a) Brand Guidelines. All uses by Licensee of the Trademarks shall comply with the form and manner of presentation of the Trademarks and shall be used on Licensed Products that meet the same or better quality of performance and function and manufacture as those maintained by Licensee when it was the owner of the Trademarks.
(b) Use Restrictions. During the Term (as defined below), each of the Parties agree that it will not: (1) use the Trademarks in any manner that may intentionally damage the reputation of the Trademarks; and (2) modify, adapt or create an alternate version of the Trademarks without the prior written consent of the other Party.
3. Confidentiality.
(a) Each Party acknowledges that in connection with this Agreement it may gain access to the other Party’s non-public, confidential or otherwise proprietary information including but not limited to information about the other Party’s business operations and strategies, trade secrets, goods and services, customers, pricing, and marketing (“Confidential Information”). “Confidential Information” does not include any information that (i) is available or becomes generally available to the public other than through a breach of this Agreement by the receiving Party or through a breach by a third party of any obligation of confidentiality known to the receiving Party; or (ii) is independently developed by the receiving Party without reference to the owning Party’s Confidential Information.
(b) A receiving Party shall not access or use any of the disclosing Party’s Confidential Information for any purpose other than as reasonably necessary to exercise its rights or perform its obligations under this Agreement. Except as explicitly provided in this Agreement or as otherwise agreed to by the disclosing Party in writing, the receiving Party may not disclose the disclosing Party’s Confidential Information to any third parties.
(c) A receiving Party may disclose the disclosing Party’s Confidential Information to its affiliates and its and their employees, agents, and contractors (“Representatives”) who need to know such information in connection with this Agreement. Such disclosure to receiving Party’s Representatives may be made only if such Representatives are bound by confidentiality obligations substantially comparable to those set forth herein and are informed of the confidential nature thereof and agree to treat such information confidentially. Receiving Party shall be responsible for any breach of this Agreement by any of its Representatives.
(d) Notwithstanding the foregoing, if the receiving Party becomes legally required to disclose Confidential Information (whether by law, rule, regulation, governmental or self-regulatory organization order or otherwise), the receiving Party must (unless otherwise prohibited by law, rule, regulation or administrative order) give the disclosing Party prompt advance notice of such requirement so that it may seek a protective order or other appropriate remedy or limitation with respect to such disclosure of Confidential Information. Receiving Party may disclose that portion of the Confidential Information reasonably necessary to ensure compliance with such legal requirement.
2
4. Representations and Warranties. Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing under the laws of the state or jurisdiction of its organization; (ii) it has the full right, power, and authority to enter into and perform its obligations under this Agreement; (iii) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of such Party; and (iv) when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of that Party, enforceable against that Party in accordance with its terms.
5. Limitation of Liability. EXCEPT IN CONNECTION WITH A BREACH OF A REPRESENTATION OR WARRANTY, LICENSOR WILL NOT BE LIABLE TO THE LICENSEE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES RELATING TO THIS AGREEMENT OR USE OF THE TRADEMARKS HEREUNDER, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Term and Termination.
(a) Term. This Agreement shall commence on the Effective Date and continue for one (1) year (the “Term”).
(b) Termination. Any Party may terminate this Agreement on written notice to the other Parties if another Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of such breach from the non-breaching Party.
(c) Effect of Termination. Upon the expiration or termination of this Agreement, (i) each Party shall promptly return to the other Party, or destroy all of the other Party’s Confidential Information in its possession and (ii) Licensee shall promptly cease all use of the Trademarks. Expiration or termination of this Agreement will not relieve the Parties of any confidentiality obligations accruing before the effective date of expiration or termination.
(d) Survival. The Parties’ rights and obligations set forth in Section 3 (Confidentiality), Section 5 (Limitation of Liability), Section 6(c) (Effect of Termination), this Section 6(d) (Survival) and Section 7 (General Provisions) will survive termination or expiration of this Agreement.
7. General Provisions.
(a) Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement creates any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party has authority to contract for or bind the other Party in any manner whatsoever.
3
(b) Notices. All correspondence or notices required or permitted to be given under this Agreement must be in writing and will be deemed given when delivered in person; when received by mail (postage prepaid, registered or certified mail, return receipt requested); when received by email; or when received by an internationally recognized courier service, and proof of delivery received by the noticing Party. In each of the foregoing cases, the address used must be the address set out below (or to any other address that the receiving Party may designate from time to time).
| If to Licensor: |
Lot CN 02 Cam Khe Industrial Park, Cam Khe District, Phu Tho Province, Vietnam Email: cell-quanly@toyo-solar.com Attention: Administration Department Director |
| If to Licensee: |
Lot III - Dong Vang, Dinh Tram Industrial Park, Nenh Ward, Viet Yen Town, Bac Giang Province, Vietnam Email: kevin.zhang@vsunsolar.com Attention: Director-Global Sales and Marketing |
(c) Entire Agreement. This Agreement, including and together with any related exhibits and schedules, constitutes the sole and entire agreement of Licensor and Licensee with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
(d) Amendment; Waiver. No amendment to this Agreement will be effective unless it is in writing and signed by both Parties. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving Party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof.
(e) Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
(f) Governing Law. This Agreement, and all matters arising out of or relating to this Agreement, will be governed by, and construed in accordance with, the laws of the Vietnam, without regard to any choice or conflict of laws provisions thereof. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the City of New York and County of New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Each Party agrees that a final judgment in any such legal suit, action, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
4
(g) Equitable Relief. Each Party acknowledges that a breach by the other Party of this Agreement may cause the non-breaching Party irreparable harm, for which an award of damages would not be adequate compensation and, in the event of such a breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including in the form of a restraining order, preliminary or permanent injunction, specific performance, and any other relief that may be available from any court , and the Parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies are not exclusive but are in addition to all other remedies available under this Agreement at law or in equity.
(h) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
[signatures on the next page]
5
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date of the last signature by their respective officers thereunto duly authorized.
| VIETNAM SUNERGY JOINT STOCK COMPANY | ||
| By: | /s/ RYU Junsei | |
| Name: | RYU Junsei | |
| Title: | CEO and Director | |
| Date: | 2025/09/12 | |
| TOYO SOLAR COMPANY LIMITED | ||
| By: | /s/ RYU Junsei | |
| Name: | RYU Junsei | |
| Title: | CEO and Director | |
| Date: | 2025/09/12 | |
[signature page to the trademark license agreement]
6
Schedule 1
Existing Orders
7
SCHEDULE 2
Trademarks/Territory
8
SCHEDULE 3
9
Exhibit 99.5
TOYO Co., Ltd. Acquires VSUN Brand to Drive Strategic Growth
TOKYO, Sept. 4, 2025 /PRNewswire/ -- TOYO Co., Ltd (Nasdaq: TOYO) (OTC: TOYWF), (“TOYO” or the “Company”), a solar solution company, today announced the acquisition of the VSUN brand from its sister company, Vietnam Sunergy Joint Stock Company (“VSUN Co”), a solar module provider. This strategic acquisition reflects the ongoing efforts of shareholders and management of TOYO, to streamline and unify operations of TOYO by consolidating the VSUN brand under TOYO to enhance its shareholder value.
VSUN Brand at a Glance: VSUN Co and TOYO are sister companies not only because of the common control under a majority shareholder Abalance Corporation, but also because of extensive business collaboration. Acquisition of VSUN brand will accelerate the growth and expansion of TOYO to a new level. Since 2018, over 8 GW of VSUN-branded solar modules have been delivered to the U.S. market. This reflects a strong customer base, proven bankable technology, and a track record of success in utility-scale deployments. Recognized and trusted by leading financial institutions and insured by Munich Re, the VSUN brand further enhances TOYO’s market credibility and customer confidence, as well as its widespread adoption by leading solar developers. To illustrate, VSUN brand is well recognized in the market through the recent awards granted to VSUN Co as the following:
| ● | PVEL “Top Performer” (2021-2025): VSUN Co was named a “Top Performer” by PV Evolution Labs (PVEL) for the fifth consecutive year in 2025 based on rigorous testing in areas like Thermal Cycling, Damp Heat, and Potential Induced Degradation. |
| ● | BloombergNEF (BNEF) Tier 1 PV Module Manufacturer (Q1 & Q2 2025): VSUN Co has been consistently listed as a Tier 1 solar module manufacturer by BloombergNEF (BNEF) since Q3 2019- Q2 2025 (excluding Q4 2023 and Q1 2024) in rankings, recognizing their manufacturing capacity, market performance, product quality, financial stability, and project execution. |
| ● | RETC “Overall Highest Achiever” (2024&2025): VSUN Co was recognized as the “Overall Highest Achiever” in the PV Module Index by the Renewable Energy Test Center (RETC) in 2024 & 2025, respectively, for its performance in reliability, performance, and quality based on testing that exceeds IEC standards. |
| ● | EcoVadis Bronze Medal (2024): VSUN Co received a Bronze Medal from EcoVadis in 2024 for four consecutive years from 2021 for its Corporate Social Responsibility (CSR) and Environmental, Social, and Governance (ESG) management, particularly in the areas of Environment, Labor & Human Rights, Ethics, and Sustainable Procurement. |
The acquisition of VSUN brand did not involve any issuance of new equity by TOYO.
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Strategic Benefits of the Acquisition:
| ● | Leverage Established Brand and Sales Channels: Through the acquisition of the VSUN brand, TOYO gains immediate access to a well-established customer base, including top-tier solar developers, and is well-positioned to meet increasing demand for US solar panels. |
| ● | Accelerated U.S Market Expansion: The acquisition supports TOYO’s strategic expansion into the U.S market, complementing its existing manufacturing footprint for solar cells in Vietnam and Ethiopia. |
| ● | Revenue Growth and Market Share: VSUN Co has established itself as a leading global brand with a strong track record of rapid growth and profitability, having supplied approximately 8 GW to the U.S utility-scale market since inception. This success has been primarily driven by the U.S. market. By acquiring the VSUN brand, TOYO expects to further enhance its revenue base and expand its market presence. |
| ● | Operational Synergies and Manufacturing Excellence: TOYO owns and operates one of the largest non-Chinese N-type solar cell manufacturing bases globally, boasting proven manufacturing excellence with scalable, quality-controlled production. Integrating VSUN brand with TOYO’s manufacturing capabilities is expected to improve operational efficiencies and cost competitiveness in a dynamic policy environment. |
“We view this as a catalyst for long-term value creation,” said Junsei Ryu, Chairman and CEO of TOYO. “TOYO’s solar cell manufacturing strength and innovation roadmap coupled with VSUN brand’s global reach and customer trust gives us an edge in markets such as utility-scale modules requiring reliability, scale, and trade transparency.”
About TOYO Co., Ltd.
TOYO is a solar solutions company committed to becoming a full-service solar solutions provider in the global market, integrating upstream production of wafers and silicon, midstream production of solar cells, downstream production of photovoltaic modules, and potentially other stages of the solar power supply chain. TOYO is well-positioned to produce high-quality solar cells at a competitive scale and cost.
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Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the expected growth of TOYO, the expected order delivery of TOYO, TOYO’s construction plan of manufactures, and strategies of building up an integrated value chain in the U.S. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of TOYO’s management and are not predictions of actual performance.
These statements involve risks, uncertainties, and other factors that may cause actual results, activity levels, performance, or achievements to materially differ from those expressed or implied by these forward-looking statements. Although TOYO believes that it has a reasonable basis for each forward-looking statement contained in this press release, TOYO cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there are risks and uncertainties described in the documents filed by TOYO from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
TOYO cannot assure you that the forward-looking statements in this press release will prove to be accurate. These forward-looking statements are subject to several risks and uncertainties, including, among others, the outcome of any potential litigation, government or regulatory proceedings, the sales performance of TOYO, and other risks and uncertainties, including but not limited to those included under the heading “Risk Factors” of the filings of TOYO with the SEC. There may be additional risks that TOYO does not presently know or that TOYO currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The forward-looking statements in this press release represent the views of TOYO as of the date of this press release. Subsequent events and developments may cause those views to change. However, while TOYO may update these forward-looking statements in the future, there is no current intention to do so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of TOYO as of any date subsequent to the date of this press release. Except as may be required by law, TOYO does not undertake any duty to update these forward-looking statements.
Contact Information:
For
TOYO Co., Ltd.
IR@toyo-solar.com
Crocker
Coulson
Email: crocker.coulson@aummedia.org
Tel: (646) 652-7185
SOURCE TOYO Co., Ltd
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