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 July 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 annualreports under cover Form 20-F or Form 40-F.  

Form 20-F ☒          Form40-F ☐

MODULE SUPPLY AND PURCHASE AGREEMENT

OnJuly 2, 2025, TOYO Solar Texas LLC, a Texas limited liability company (“TOYO Solar TX”) and subsidiary of TOYO Co.,Ltd, a Cayman Islands exempted company (the “Company”), entered into that certain module supply and purchase agreement(the “Module Supply and Purchase Agreement”) with New Leaf Energy Buyer, Inc., a Delaware corporation (“NLEB”).Pursuant to the Module Supply and Purchase Agreement, TOYO Solar TX agrees to manufacture and sell to NLEB an aggregate of 380,380 unitsof photovoltaic modules and components (the “Products”) for the purchase price in thetotal amount of approximately $60 million (the “Purchase Order Value”). The term of the Module Supply and PurchaseAgreement expires on December 31, 2025, unless terminated earlier by the parties under the terms and conditions set forth therein.

In connection with the ModuleSupply and Purchase Agreement, on July 2, 2025, the Company, as the parent of TOYO Solar TX, entered into that certain parent guarantyagreement (“Parent Guaranty”) in favor and for NLEB, pursuant to which the Company agrees to unconditionally and irrevocablyguaranty the obligations of TOYO Solar TX under the Module Supply and Purchase Agreement. The total liability of the Company under theParent Guaranty is limited to the amount of the Purchase Order Value plus any incurred expenses and costs of enforcing the Parent Guaranty.

Copies of the Module Supplyand Purchase Agreement and the Parent Guaranty are being furnished as Exhibit 99.1 and Exhibit 99.2 with this Report on Form 6-K, respectively.The foregoing description of the Module Supply and Purchase Agreement and the Parent Guaranty does not purport to be complete and is subjectto, and is qualified in its entirety by, the full text of the Module Supply and Purchase Agreement and the Parent Guaranty, respectively.

INCORPORATION BY REFERENCE

This report on Form 6-K ishereby incorporated by reference in the registration statements of the Company on Form S-8 (No. 333-284642) to the extent not supersededby documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Signature

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 5, 2025

3

Exhibit 10.1

Certain confidentialinformation contained in this document, marked by [XXX], has been omitted because such information is both not material and is the typethat the Company customarily and actually treats that as private or confidential.

Module Supply and PurchaseAgreement

between

TOYO SOLAR TEXAS LLC

and

NEW LEAF ENERGY BUYER,INC.

Exhibits:

Module Supply and PurchaseAgreement

This Module Supply and Purchase Agreement (the“Agreement”) is made as of July 2, 2025 (the “Effective Date”) by and between NEW LEAF ENERGY BUYER, INC.(“Purchaser”), a Delaware corporation with an address of 55 Technology Drive,Suite 102, Lowell, MA 01851 and TOYO SOLAR TEXAS LLC (“Vendor”), with its principal place of business at 6115 GreensRd, Humble, TX 77396

RECITALS

A. Vendor and Purchaser are each sometimes referred to herein as a “Party,” and collectively, as the “Parties.”

B. Vendor markets, distributes and sells within the United States photovoltaic modules and components manufactured by Vendor (“Products”);

C. Vendordesires to sell to Purchaser, and Purchaser desires to acquire from Vendor, Vendor’s right, title and interest in and to the Products(including warranties in respect of the Products); and

D. Vendor and Purchaser desire to enter into an agreement which defines their respective rights and obligations with respect to thesupply and purchase of the Products.

NOW, THEREFORE, in considerationof the terms, conditions and mutual covenants contained herein, and for good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, Vendor and Purchaser agree as follows:

1. Term. This Agreement is effective as of the Effective Date set forth above and will continue through 12/31/2025 (the“Term”) unless earlier terminated as provided in Section 11. If this Agreement is terminated prior to the delivery of Productspurchased on any purchase orders accepted by Vendor in accordance with Section 2, the terms of this Agreement will remain in effect untilthe Products reflected in those purchase orders have been delivered to the destinations in accordance with such purchase orders and paymentin full has been received by Vendor.

2.Purchase Orders.

2.1. Purchaser may purchase Products in accordance with the terms of this Agreement by submitting purchase order(s) (“PurchaseOrder(s)” or “PO(s)”). [XXX] Vendor shall provide Purchaser with written notice of acceptance of Purchaser’s PurchaseOrders via email transmission no later than five (5) business days after Vendor’s receipt of such Purchase Order; otherwise thePurchase Order shall be deemed rejected by Vendor. No Purchase Order shall be deemed to be accepted by Vendor unless and until acceptedin writing by countersignature, provided that the Prepaid Purchase Order is deemed accepted by both Parties. The Parties hereby acknowledgethat the Prepaid Purchase Order attached hereto as Exhibit A has been accepted by Vendor. Upon Vendor’s countersigning of the PurchaseOrder, the Purchase Order shall, together with these terms and conditions, form a binding sales contract between Vendor and Purchaserto which this Agreement shall apply. No change, modification or revision to a Purchase Order will be valid unless in writing and signedby an authorized representative of Purchaser and Vendor. If any term of this Agreement conflicts with any term of an accepted PurchaseOrder, or any confirmation, invoice or other documentation issued by Vendor with respect to a Purchase Order, the accepted Purchase Ordershall supersede the Agreement, confirmation, invoice or other documentation. When a Purchase Order is issued by Purchaser and acceptedby Vendor, such Purchase Order shall be a separate and independent contract from any other Purchase Order. Termination, cancellation,or modification of one Purchase Order shall not terminate, cancel or modify any other Purchase Order.

2.2. Changes to Purchase Orders following acceptance, including changing delivery dates, quantity, and module specification, may onlybe made by written agreement between Vendor and Purchaser. [XXX] Vendor agrees to store the Products at Vendor’s warehouse untilPurchaser notifies Vendor to deliver the Products to the site indicated in the Purchase Order provided that Purchaser can pay the relatedstorage cost each month and the remaining prior to delivery. If the delivery extension exceeds sixty (60) days, then Purchaser shall payto Vendor storage cost per month or partial month thereafter for all Products stored at Vendor’s warehouse per Vendor’s invoice.[XXX] The Parties shall enter into such a change order without any further adjustment in the terms of this Agreement or applicable PurchaseOrder (other than to increase or decrease, as applicable, the Purchase Order Value (as defined in Section 3) to include the change inquantity of Products at the Purchase Price(as defined in Section 3)), provided such change request is made by Purchaser and approved byVendor in writing at least one hundred twenty (120) days in advance of the first Delivery Date for such Products.

2.3. At Purchaser’s discretion and pursuant to Section 7.9, Purchaser may choose to have the Products transferred to it withinPurchaser’s appropriate warehouse within the state of the Ultimate Delivery Location listed on the Purchase Order instead of havingthe Products shipped to the Ultimate Delivery Location, provided that written notice is provided at least ten (10) business days priorto the scheduled shipment date and any additional delivery costs for such change shall be paid by Purchaser before delivery.

2.4. Notwithstanding Section 24 or any provision to the contrary herein, Purchaser may, from time to time, assign and novate Purchaser’srights and obligations under a Purchase Order, in whole or in part, to Purchaser’s Affiliates (as defined in Section 33(c)). UponPurchaser notifying Vendor of its assignment to an Affiliate, Vendor and Customer shall enter into a mutually agreeable assignment agreement.

2.5. [XXX]

3. Product, Quantity and Price. The description and data sheet for the applicable Products shall be provided to Purchaserby Vendor and attached to each Purchase Order. The quantities of the Products to be purchased by Purchaser shall be set forth in the applicablePurchase Order(s) (the “Purchase Quantity”). The price for the Products shall be set forth in the applicable Purchase Order(s)(the “Purchase Price”) The total value of the Purchase Order is the product of the Purchase Quantity and the Purchase Price(“Purchase Order Value”). Vendor shall be responsible for all customary freight charges for regular delivery to the locationspecified in the Purchase Order and for any customs, import duties, value-added tax and any other charges or withholdings of a similarnature levied as a consequence of the importation of the Products into the United States. The Purchase Price is exclusive of all applicablefederal, state, provincial, and local taxes (excluding the taxes referenced in the preceding sentence) including sales, value added, orsimilar turnover taxes or charges, which shall be the sole liability of Purchaser. Vendor shall provide relevant United States InternalRevenue Service (“IRS”) Form W-8 series or Form W-9 in advance of payment. Vendor shall notify Purchaser within fifteen (15)days of any change in status regarding the information contained in such IRS Form W-8 or Form W-9, and shall provide an updated form.Purchaser may provide Vendor with an exemption certificate or equivalent information acceptable to the relevant governmental authority,in which case, Vendor will not charge and or collect the taxes covered by such certificate. The Parties understand that it is Purchaser’sresponsibility to pay sales and use taxes, if any, and Purchaser intends that the sale and purchase of the Products pursuant to this Agreementand any Purchase Order be exempt from applicable sales and use taxes. Vendor shall cooperate with the reasonable requests of Purchaserfor assistance to obtain exemption from, or to minimize, any such taxes for which Purchaser is liable under a Purchase Order. Purchasershall reimburse Vendor for any interest, penalties, fines and additions that Vendor is required to pay due to Purchaser’s failureto timely remit such taxes. If Vendor is required by law to pay or collect from Purchaser any taxes and charges, Vendor may separatelyinvoice Purchaser for such taxes and charges. In case such taxes and charges are paid by Purchaser, Purchaser shall provide Vendor withtax-paid certification or similar proof within ten (10) days after tax payment. Vendor shall not be responsible for any shipping and deliverycosts due to expedited shipping, or a different method of shipping requested by Purchaser and/or shipment to any destination other thanthe Initial Delivery Location or Ultimate Delivery Location and/or storage costs, and all such costs shall be borne by Purchaser. If applicable,Purchaser shall provide Vendor with any applicable reseller’s certificate or similar document.

4.Invoicing, Payment and Deposits.

4.1. [XXX]; provided, however, that Vendor may not invoice Purchaser until Vendor hasissued a written acknowledgment of acceptance of Purchaser’s Purchase Order. The Parties acknowledge that as of the Effective Date,Vendor has acknowledged acceptance of the Prepaid Purchase Order attached hereto as Exhibit A.

4.2. [XXX] As a condition to Purchaser’s payment of any invoice for any Purchase Order and simultaneously with the delivery ofany such invoice, Vendor shall submit to Purchaser a completed, executed and acknowledged conditional lien waiver and release on paymentin the form set forth in Exhibit B-1. Within five (5) business days of the receipt of a full payment by Purchaser with respect to an invoice,Vendor shall submit to Purchaser a completed, executed and acknowledged unconditional lien waiver and release on payment in the form setforth in Exhibit B-2.

4.3. If Purchaser fails to make an undisputed payment as and when due under Section 4.1 or 4.2 of this Agreement and a Purchase Orderthen (a) Vendor shall have no obligation to deliver Products for that Purchase Order until such undisputed payment is received, and (b)Purchaser shall pay Vendor for any reasonably documented additional storage or transportation costs incurred by Vendor to delay deliveriesdue to Purchaser’s late payment, and (c) Vendor may require Purchaser to prepay for shipments of Products. For avoidance of doubt,the foregoing shall not limit Vendor’s rights under this Agreement. Delivery Delay Liquidated Damages shall not be applied to anywithheld deliveries under this section.

4.4. Vendor shall not permit or suffer to exist any third-party lien or other encumbrance of any third party person or entity thereofupon any Products, Purchaser’s project, Purchaser’s site or other property. If any such lien or encumbrance is imposed, Vendorshall pay or discharge and discharge of record any such lien or other charges within sixty (60) days which, if unpaid, might be or becomea lien. Upon the failure of Vendor to timely discharge or cause to be released any lien as required, Purchaser may, but shall not be obligatedto, pay, discharge or obtain a surety bond for such lien and, upon such payment, discharge or posting of surety bond, shall be entitledto reimbursement from Vendor of the amount thereof together with all out-of-pocket expenses reasonably incurred by Purchaser in connectionwith such payment, discharge or posting upon the submission of an invoice thereof to Vendor setting forth all such amounts. Vendor shallpay any such invoice within thirty (30) days from the date of the invoice.

4.5. [XXX]

4.6 The PurchasePrice is inclusive of the Product cost and the cost of delivery to the Initial Delivery Location and the Ultimate Delivery Location asprovided herein and is thus calculated in accordance with the current import tariff and duty regulations of the US Government.

[XXX]

4.7 Withholding and Offset Rights.

4.7.1 [XXX]

4.7.2[XXX]:

4.7.3[XXX].

5. Late Payment. All payments that are not received by Vendor within ten (10) days from the date of invoice may be chargedinterest until paid in full at the rate of i) eight percent (8%) per annum for the period of time between 10 and 30 days from the dateof the invoice and twelve percent (12%) per annum for the period of time after 30 days from the date of the invoice. Purchaser agreesto reimburse Vendor for all additional costs incurred in connection with third party and its efforts to collect past due accounts, including,but not limited to, reasonable attorney’s fees.

6. Product Packaging and Identification. Vendor shall package, mark and handle Products in accordance with good commercialpractices in the United States solar industry. For each Purchase Order, Vendor shall provide Purchaser applicable packaging and transportinformation for the Products. All packaging (inner and outer cartons) shall identify the contents by manufacturing model number, quantityand serial number (if applicable), all labeling shall be bar-coded and pallets shall have unique pallet identification numbers. Purchasershall receive delivery certificates or bills of lading confirming delivery of all of the Products (including documentation by associatedpallet/serial numbers) at the Initial Delivery Location, or Alternate Location on or prior to the Delivery Date.

7. Delivery.

7.1 Vendor shall deliver the Products to the Initial Delivery Location set forth in the Purchase Order by the Delivery Date.[XXX]

7.2  Flashtest data shall be provided to Purchaser by Vendor electronically no later than ten (10) days after shipment of the applicable Products,along with corresponding serial numbers and pallet identification numbers.

7.3  Vendor and Purchaser will each use commercially reasonable efforts to coordinate logistics related to shipment and delivery ofthe Products, provided that deliveries at the Ultimate Delivery Location shall occur between 7:00 a.m. and 3:00 p.m. (local time) Mondayto Friday and no more than three (3) trucks shall arrive at the Ultimate Delivery Location per day, unless otherwise agreed by the Parties.The Purchaser shall be responsible for unloading the Products at the Ultimate Delivery Location within one (1) hour of arrival of suchProducts. The Purchaser shall reimburse the Vendor for any demurrage, standby, waiting, turnaround or similar costs or fees imposed bythe transportation service provider as a result of the failure of the Purchaser to unload such Products within such time period.

7.4  Time is of the essence with respect to the delivery of Products to the Initial Delivery Location and the Ultimate DeliveryLocation. Delivery must be made and Vendor shall make Delivery on or before the Delivery Date specified in the Purchase Order to the InitialDelivery Location, and to the Ultimate Delivery Location on or before the Ultimate Delivery Date specified in the Purchase Order whichDelivery Date and Ultimate Delivery Date shall be deemed accepted by Vendor upon execution of Vendor of such Purchase Order and this Agreement.[XXX]

7.5  Titleto Products shall transfer to Purchaser free and clear of all liens upon the later of: (i) the delivery of the Products to the InitialDelivery Location, Alternate Location (as defined in Section 7.9), or such other delivery point or storage location as determined bythe Parties in writing in accordance with this Agreement; or (ii) Purchaser’s payment to Vendor in full of the amount of the PurchasePrice owed for the corresponding delivery of Products. [XXX]

7.6  Vendor shall provide Purchaser with not less than twenty-four (24) hours’ notice in advance of scheduled deliveries of Products.Purchaser shall provide Vendor with access to the Initial Delivery Location and Ultimate Delivery Location in the manner and at the timesreasonably necessary for Vendor to deliver the Products and otherwise perform its obligations hereunder.

7.7 Ifthere is a payment bond applicable to suppliers in connection with any project undertaken by Purchaser for which the Products are beingpurchased by Purchaser, then Purchaser shall notify Vendor of such payment bond, including details sufficient to allow Vendor to obtainthe benefit of any such payment bond.

7.8  Riskof loss or damages to the Products shall transfer to Purchaser upon delivery in accordance with Sections 7.1 or 7.9 no matter who bearsthe transportation costs.

7.9 If Purchaser is unable to accept delivery of any Products in accordance with the applicable Purchase Order for any reason not attributableto Vendor, Purchaser may direct Vendor to deliver such Products to a storage facility designated by Purchaser; provided that the conditionsof such storage shall be in accordance with the applicable Product documentation, or in the absence of such direction from Purchaser,Vendor may store the Products at a storage facility of Vendor’s choice including Vendor’s facility (each, an “AlternateLocation”). [XXX] Unless explicitly revised in an amendment executed by the Parties, the terms of this Article 7 shall remain inforce regardless of a change to the Initial Delivery Location by Alternate Delivery pursuant to this Section 7.9.

7.10 Vendor’s Failure to Reply to Purchase Order: If Vendor fails to reject or accept and acknowledge any Purchase Order issuedby Purchaser in accordance with this Agreement within five (5) Business Days after receiving Purchase Order from Purchaser, after a cureperiod of another five (5) Business Days (notwithstanding Section 11.1.a), in case Vendor still fails to reply to Purchaser, then it shallbe deemed to have constituted a material breach of this Agreement and Purchaser shall be entitled to terminate this Agreement in wholeor in part.

7.11 [XXX]

7.12 Vendor agrees to utilize the bill of materials as mutually agreed between Vendor and Purchaser for all of the Products it willdeliver to Purchaser under this Agreement unless it receives approval from Purchaser to use alternative materials, not to be unreasonablywithheld. Vendor also agrees to provide Purchaser or its representatives (that are under a non-disclosure agreement with both Purchaserand Vendor) permission and access to audit the manufacturing of its Products at approved factory.

7.13 [XXX]

7.14 [XXX]

8.Inspection and Acceptance.

8.1  Within five (5) business days of delivery of the Products to the Initial Delivery Location, Purchaser shall inspect theProducts delivered and notify the Vendor in writing of any damage, defect, non-conformity or discrepancies between the Products deliveredand the shipment’s bill of lading. [XXX]

8.2 After acceptance, [XXX]

8.3 Vendor shall have no obligation to repair, replace or refund the price for Products to Purchaser for any Products that have beensubjected to misuse, abuse, or damage from mishandling, accident, or disaster each as solely and directly caused by Purchaser or Purchaser’saffiliates or contractors.

9. All Sales Final. Subject to rejection per Section 8, all sales are final. Vendor is under no obligation under any circumstanceto accept returns of Products, other than pursuant to rejection per Section 8 or the Warranty.

10. Warranty. The warranty applicable to the Products is the warranty set forth in Exhibit D-1 and the serial defect warrantyset forth in Exhibit D-2 (together, the “Warranty”). NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE WARRANTY AS SETFORTH IN EXHIBIT D-1 AND EXHIBIT D-2I CONTAIN THE SOLE PRODUCT WARRANTY OBLIGATIONS OF VENDOR, AND PURCHASER’S SOLE AND EXCLUSIVE REMEDIESUNDER ANY THEORY OF RECOVERY, FOR ANY WARRANTY CLAIM WITH RESPECT TO PRODUCTS. VENDOR DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS,INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES,EXPRESS, IMPLIED, STATUTORY OR ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR OTHERWISE. [XXX]

11. Termination.

11.1 A Purchase Order may be terminated by either Party immediately, by giving written notice to the other Party to that effect, pursuantto the following (each, an “Event of Default”):

11.2 If the other Party fails to cure a material breach in the performance of its obligations under the applicable Purchase Order nototherwise set forth in this Section 11.2 within thirty (30) days after receipt of written notice of the particulars of such material breachfrom the notifying Party;

11.3  Uponthe occurrence of an Event of Default by either Party under the applicable Purchase Order, and subject to all limitations set forth herein,including limitations of liability: (i) the non-defaulting Party may pursue any legal remedy available to it at law, (ii) all rights andremedies of a Party hereunder are cumulative, (iii) the exercise of any remedy does not preclude the exercise of any other remedy, exceptfor any remedies which are express as the sole and exclusive remedy in this Agreement, and (iv) any payment obligation hereunder shallimmediately become due and payable within thirty (30) days of any termination. For the avoidance of doubt and notwithstanding the foregoing,in the event that Purchaser terminates a Purchase Order pursuant to Sections 7.4, 7.12 or 11.2, in addition to payment of direct damagesowed to Purchaser, Vendor shall also refund Purchaser any amounts paid by Purchaser with respect to affected portion of Products undersuch Purchase Order within ten (10) days after such termination.

11.4 VENDOR ANDPURCHASER ACKNOWLEDGE AND AGREE THAT BECAUSE OF THE UNIQUE NATURE OF THIS AGREEMENT, IT IS DIFFICULT OR IMPOSSIBLE TO DETERMINE WITHPRECISION THE AMOUNT OF DAMAGES THAT WOULD OR MIGHT BE INCURRED BY EITHER PARTY’S FAILURE TO PERFORM ITS OBLIGATIONSHEREUNDER. IT IS UNDERSTOOD AND AGREED BY THE PARTIES THAT A) EACH PARTY SHALL BE DAMAGED BY FAILURE OF THE OTHER PARTY TO MEET SUCHOBLIGATIONS, (B) IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO DETERMINE THE ACTUAL DAMAGES RESULTING THEREFROM, (C) ANY SUMSTHAT WOULD BE PAYABLE UNDER THIS AGREEMENT ARE IN THE NATURE OF LIQUIDATED DAMAGES, AND NOT PENALTIES, AND ARE FAIR AND REASONABLE,AND (D) SUCH PAYMENT REPRESENTS A REASONABLE ESTIMATE OF FAIR COMPENSATION FOR THE LOSSES THAT MAY REASONABLY BE ANTICIPATED FROMSUCH FAILURE.

11.5  Vendormay suspend performance under this Agreement during any period when Purchaser is in material breach of this Agreement.

11.6  Termination of Purchase Order for Convenience. Except with regard to a Prepaid Purchase Order, Purchaser may terminate a PurchaseOrder for convenience by giving notice to Vendor. In the event of any such termination, Purchaser shall be obligated to pay to Vendorall amounts payable to Vendor hereunder through the effective date of such termination. [XXX]

If Purchaser terminates a PurchaserOrder after paying the deposit as agreed for Products that have been shipped from the port of assembly country, the Termination Fee shallbe 100% of the Purchase Price of the shipped Products. Notwithstanding any other provision hereunder, a Purchase Order may not be terminatedby Purchaser (i) at any time after the date that is ten (10) days prior to the initial scheduled shipment date, (ii) with respect to anyProducts that are customized for Purchaser or (iii) if the Purchase Order expressly states that it may not be terminated or cancelled.The Parties agree that damages to Vendor resulting from terminating a Purchase Order would be difficult to ascertain and agree that theliquidated damages provided for in this section are a fair and reasonable estimate of such damages and are not a penalty.

12.  Limitations and Exclusion of Liability.

12.1 IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR ANY LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT, OR OTHERWISE WITH RESPECTTO THE PRODUCTS, FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, ANTICIPATED OR LOST PROFITS, LOSS OF TIME, OR OTHER INCIDENTALCONSEQUENTIAL, INDIRECT OR SPECIAL LOSSES OF ANY KIND INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH SUCH PARTY’SPERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE,AND EVEN IF ANY OF THE LIMITED REMEDIES IN THIS AGREEMENT FAIL IN THEIR ESSENTIAL PURPOSE. NOTHING IN THIS SECTION 12.1 SHALL BECONSTRUED TO (I) PRECLUDE A PARTY FROM RECOVERING ANY AGREED-UPON LIQUIDATED DAMAGES AMOUNTS; (II) LIMIT LIABILITY ARISING FROM A PARTY’SBREACH OF ITS INDEMNIFICATION OBLIGATIONS HEREUNDER; (III) LIMIT LIABILITY ARISING FROM THE GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCTOF A PARTY; OR (IV) LIMIT LIABILITY ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER.

12.2 EACH PARTY’S ENTIRE AND AGGREGATE LIABILITY FOR ALL CLAIMS MADE BY THE OTHER PARTY ARISING FROM THE APPLICABLE PURCHASEORDER, WHETHER FOR PRODUCT WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEEDTHE PURCHASE ORDER VALUE FOR THE APPLICABLE PURCHASE ORDER THAT GAVE RISE TO THE CLAIM; PROVIDED, HOWEVER, THAT THIS LIMITATION AND EXCLUSIONOF LIABILITY DOES NOT APPLY TO A BREACH UNDER SECTION 13 (CONFIDENTIALITY) OR A PARTY’S OBLIGATIONS UNDER SECTION 14 (INDEMNIFICATION)OR LIABILITY ARISING FROM THE GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT OF A PARTY.

13.  Confidentiality.

13.1 At any time during the course of this Agreement, the Parties may disclose to one another, whether verbally, visually or in documentaryform (including during visits to each other’s or any affiliates’ facilities), certain technical, scientific, business or financialinformation, including, without limitation, pricing, data, specifications, formula, diagrams, schematics, manufacturing know-how or processes,samples, designs, research and laboratory results, Product volumes both current and forecasted, intellectual property and derivative works(“Confidential Information”). The terms of this Agreement shall also be considered Confidential Information.

13.2  The receiving Party will not disclose the other Party’s Confidential Information to any third party, and may disclose suchConfidential Information only to its own officers, employees, agents, and outside consultants, who have a need to know the ConfidentialInformation and who are bound by corresponding confidentiality obligations. Confidential Information may only be used to perform a Party’sobligations and as allowed under and consistent with this Agreement. The receiving Party shall take all reasonable measures to protectConfidential Information, including at a minimum, those steps that it takes to protect its own Confidential Information. Receiving Partyshall be responsible to the Disclosing Party for any disclosure or misuse of Confidential Information, including, but not limited to,any disclosure or misuse by any representatives or agents of receiving Party which results from a failure to comply with this Agreement.However, nothing in this Agreement shall be construed to prevent either Party from conducting business of a similar nature with any thirdparty.

13.3 These obligations of confidentiality shall continue for a period of three (3) years following termination or expiration of thisAgreement. Notwithstanding the foregoing, (i) the Parties shall have the right to disclose the terms of this Agreement to potential equityinvestors, lenders and acquirers who are bound by equivalent confidentiality obligations, (ii) the Parties shall have the right to discloseConfidential Information as may be required in response to a valid order by a court or other governmental body or as otherwise requiredby law, and (iii) Purchaser shall have the right to disclose Confidential Information and the terms of this Agreement to Purchaser’scustomers and prospective customers (“Purchaser Customers”), provided that such Purchaser Customers execute a non-disclosureagreement in a form reasonably acceptable to the Parties and the Purchaser Customer.

13.4 Confidential Information shall not include any information that (i) is or becomes public knowledge through no fault of the receivingParty; (ii) was known to the receiving Party or its employees, agents, affiliates or outside consultants prior to receipt without an obligationof confidentiality; (iii) after disclosure is received from a third party that is under no obligation of confidentiality to the disclosingParty; or (iv) is independently developed by the receiving Party or its employees, agents or outside consultants, without access to thatConfidential Information.

13.5 Upon either cancellation, termination or expiration of this Agreement, each Party agrees to immediately deliver to the other Partyall documents, data, records, copies of electronic transmissions, notebooks and similar writings relating in any way to any ConfidentialInformation of the other Party, including, without limitation, copies then in such Party’s possession, whether prepared by thatParty or others. Neither Party shall retain any such documents, data or other items originated by the other Party, except that each Partymay retain in its legal files one copy of such material for purposes of complying with this Agreement. In lieu of the return of ConfidentialInformation, the parties may agree, in writing, to allow for the prompt destruction of the Confidential Information, which destructionshall be certified in writing. Derivative works shall not be required to be returned or destroyed, but the receiving Party shall continueto adhere to the terms of the Agreement with respect to such derivative works.

13.6  EachParty acknowledges that the Confidential Information is proprietary information that constitutes trade secrets of a Party, which if disclosedcould damage the other Party’s business. Each Party acknowledges that in the event of any actual or threatened violation by a receivingParty of any of the provisions of this Section, the disclosing Party may suffer irreparable harm and its remedies at law may be inadequate.Accordingly, in the event of any violation or attempted violation of any such provisions by either Party, the disclosing Party shallbe entitled to seek a petition for a temporary restraining order, preliminary and permanent injunctions, specific performance, and otherequitable relief. The rights and remedies of each Party under this Agreement shall be cumulative and in addition to any other rightsor remedies available to such Party, whether under any other agreement, at law, or in equity. The provisions of this Section 13 supersedeany confidentiality or non-disclosure agreement entered into by the Parties.

13.7 During the period that this Agreement is in effect and for a period of three (3) months after termination or expiration thereof,each Party agrees not to solicit for employment any employee of the other who performs technical, professional, sales, project management,site supervision, or other management services or any other employee of the other without the prior written approval of the other Party,provided that this shall not apply to a general solicitation.

14.  Indemnification

14.1 Vendor shall defend, indemnify and hold harmless Purchaser, from and against all losses, damages, costs, expenses, and liabilities(collectively, a “Claim”) incurred by Purchaser arising out of or relating to this Agreement or any Purchase Order to theextent such Claim is caused by (i) any negligent act or omission or willful misconduct of Vendor, any contractor (or subcontractor thereof)of Vendor, or any entity acting under Vendor’s direction and control in the performance of its obligations under this Agreement(a “Vendor Party”) causing personal injury or death of a third party or damage to physical property (including employees ofany Vendor Party or the Purchaser), (ii) any governmental fines or penalties due to a violation by Vendor or the Products of any law,however limited to only the total fine or penalty), (iii) any failure by Vendor to pay, as and when due, any taxes, customs, import dutiesor any other charges of a similar nature for which Vendor is responsible pursuant to the terms of this Agreement, (iv) any lien or otherencumbrance of any person or entity claiming by, through or under Vendor, its subcontractors, vendors or any affiliate thereof upon suchProducts, the project, the project site or other property of Purchaser, except to the extent that Purchaser has failed to make any undisputedpayments related to such Products, (v) any claim by a third party asserting that any Products furnished under this Agreement infringesany United States patent, copyright or other intellectual property rights of any type; provided that, the foregoing obligation of Vendoris conditioned on the following: (A) Purchaser promptly delivers notice of the Claim to Vendor, (B) Purchaser makes no admission of liabilityand gives Vendor sole authority, at Vendor’s expense, to direct and control the defense and any settlement and compromise negotiations,and (C) Purchaser provides Vendor with full disclosure and assistance that may be reasonably required to defend any such Claim. Notwithstandingany other provision in this Agreement to the contrary, the indemnification obligations and rights set forth in this Section 14 shall survivethe expiration or other termination of this Agreement, and Purchaser’s acceptance of any Products shall not be construed to relieveVendor of any obligation under this Section 14.

14.2 Vendorshall have no obligation or liability with respect to any Claim to the extent resulting from (i) any Products that have been altered(except for alterations by or at the express written direction or recommendation of Vendor, including work or services performed pursuantto the Warranty), (ii) infringements of combination or process patents covering the use of the Products in combination with other goodsor materials not furnished by Vendor, (iii) failure of Purchaser to implement any update provided by Vendor that would have preventedthe Claim, (iv) unauthorized use of the Products, or (v) custom modifications, to the extent such custom modifications cause infringementthat would not have occurred absent such custom modifications.

14.3 If Purchaser’s use of the Products is, or in Vendor’s or Purchaser’s reasonable judgment is likely to be, enjoinedas the result of such a Claim (a), then Vendor, at its expense, shall either (i) procure for Purchaser the right to continue using suchProducts, or portion thereof, or (ii) modify or replace the Products in whole or in part to make it non-infringing with substantiallythe same performance, such choice of remedy to be at Vendor’s discretion. If the Parties determine that neither of the foregoingremedies under this Section are reasonably practicable, then Vendor shall refund to Purchaser the amounts paid by Purchaser to Vendorfor the infringing Products.

14.4 An indemnitee may, atits own expense, assist in such defense or provide its own separate defense, provided that indemnitor shall control its defense and allnegotiations relative to its settlement of any such Claim. An indemnitee shall promptly notify indemnitor in writing of any Claim whichsuch indemnitee believes falls within the scope of this Section, but failure to give such prompt notice shall not relieve the obligationsof indemnitor described in this Section 14 except to the extent the indemnitor is prejudiced by the failure to give prompt notice.

15. Force Majeure; Change in Law; Tariffs.

15.1 [XXX]

15.2  If a Force MajeureEvent occurs, the claiming Party shall resume performance of its affected obligations under the applicable Purchase Order promptly afterbeing able to do so, without any increase in the Purchase Price.

15.3 The non-claimingParty shall have the right to terminate an affected portion of Purchase Order upon written notice to the claiming Party, if the occurrenceof a Force Majeure Event affecting the claiming Party’s performance thereunder of its obligations with respect to such PurchaseOrder actually causes delivery of the Products to occur after the Delivery Date. Upon such termination, (i) Purchaser shall pay Vendorfor any Products delivered under such Purchase Order prior to the Delivery Date, (ii) Vendor shall refund to Purchaser any payments madefor affected Products under such Purchase Order as of the date of such termination, and (iii) neither Party shall have any further liabilityfor Products not delivered under such portion of Purchase Order as of the date of such termination.

15.4 Reserved.

15.5 [XXX]

15.6 If, in connection withthe importation of the Products, Vendor is required to pay any antidumping or countervailing duties (aka “AD/CVD”) or cashdeposits pursuant to any AD/CVD order in place as of the Effective Date or any investigation that began on or prior to the EffectiveDate, Vendor shall not be entitled to collect such deposits or duties from Purchaser; nor shall Vendor be obligated to pass on any refundsof cash deposits or duties received by Vendor from CBP, in each case, in respect of the importation of the Products.

15.7 Vendor shall be the“importer of record” with respect to the Products. Vendor shall provide the geographic locations as agreed in the PurchaseOrders of all raw materials which means the ingot, wafer, cell, polysilicon and frame metal composing the Products originated beforeproduction.

15.8 In the event that thereis a Change in Law or increase in tariffs or duties, Vendor may take actions including but not limited to, adjusting the origin of theProduct or any component, adjusting the supply chain, modifying the assembly location, in order to avoid any increase in price; provided,that, any such change would not violate any Applicable Laws or the terms of this Agreement, including, without limitation, the RelevantRequirements and terms set forth in Section 30.

16. IntellectualProperty Rights. Vendor and its affiliates retain any and all right, title and interest in and to any intellectual property rightsheld, owned or conceived by them that are used in the manufacture, design, redesign, designation, sale and marketing of the Products.All software, even if embedded in the Products, is licensed and not sold by Vendor. Vendor hereby grants to Purchaser and its successorsand permitted assigns, for so long as any of them has any rights of ownership in or to the applicable project or the Products, a continuing,royalty-free, fully paid up, non-exclusive, transferable and irrevocable right and license, to use, operate, maintain, and repair theProducts for its intended purpose in connection with the applicable project and, in the event that Purchaser is prevented from installingthe Products at the applicable project, any other projects owned or developed by Purchaser or its affiliates in the United States. Allrights not expressly granted under this Agreement are reserved.

17. Entire Agreement; Amendment; Binding Effect. This Agreement supersedes all prior communications or understandings,oral or written, between Purchaser and Vendor except with regard to the Module Supply and Purchase Agreement between the Parties datedJanuary 17, 2025 which applies only to the purchase order attached thereto and constitutes the entire agreement between the Parties withrespect to the matters covered herein. This Agreement may be amended only in writing signed by the authorized representatives of eachParty. Except as herein specifically provided, this Agreement shall not confer any rights or benefits on any third parties. This Agreementshall be binding on the Parties and their respective successors and permitted assigns.

18. Waiver; Rights and Remedies Cumulative. Any failure by either Party to enforce strict performance by the other Partyof any provision herein shall not constitute a waiver of the right to subsequently enforce such provision or any other provision of thisAgreement. Except where otherwise specified, the rights and remedies under this Agreement are cumulative and in addition to, and notin lieu of, any other rights or remedies at law or in equity.

19. Severability. In the event that any clause or provision of this Agreement or any part thereof becomes or shall be declaredby a court of competent jurisdiction invalid, illegal, void, or unenforceable, this Agreement shall continue in full force and effectwithout said provisions, provided that no such severability shall be effective if it materially changes the benefits or obligations ofeither Party hereunder.

20. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California,without regard to conflict of laws rules thereof. The Parties agree that any controversy, dispute or claim whatsoever arising out ofor in connection with this Agreement or the breach thereof shall be subject to court resolution within the state and federal courts ofCalifornia and the Parties agree to the exclusive jurisdiction of such courts.

21. Attorney’s Fees. The prevailing Party in any litigation arising out of this Agreement shall be entitled to recoverfrom the other Party all costs and expenses of such litigation including reasonable attorneys’ fees.

22. Notices. Notices and other communications by either Party under this Agreement shall be deemed given when sent eitherby (i) personal delivery, (ii) postage prepaid registered or certified mail, return receipt requested, or (iii) nationally recognizedcourier service such as Federal Express, addressed to the Parties as follows, or to such other address as either of the Parties shallhave provided to the other in writing pursuant to this Section:

If to Purchaser:

New Leaf Energy Buyer, Inc.

[XXX]

If to Vendor:

TOYO Solar Texas LLC

[XXX]

Provided however, notices pursuant to Sections2 and 8 may be given via electronic transmission as set forth in Sections 2 and 8.

23. No Partnership or Agency. The relationship of Vendor and Purchaser is and shall remain one of independent contractingparties, and nothing herein shall be deemed to create any partnership or joint venture, or constitute either Party the agent or representativeof the other Party for any purpose.

24. Assignment. Neither Party may assign its rights or delegate its duties under this Agreement without the prior writtenconsent of the other Party, not to be unreasonably withheld; provided, however, that Purchaser may assign, or transfer its rights, dutiesor obligations without consent to either: (i) an entity that acquires all or substantially all of the business or assets of Purchaserto which this Agreement pertains, whether by merger, reorganization, acquisition, sale or otherwise; (ii) any affiliate or wholly-ownedsubsidiary of Purchaser; (iii) the project owner, its successors and assigns; or (iv) its financing parties, as a collateral assignmentor otherwise, on the understanding that, if such assignment is a collateral assignment, on enforcement of such collateral assignmentby such financing parties, such financing parties (or their designee) may assume, or cause any purchaser at any foreclosure sale or anyassignee or transferee under any instrument of assignment or transfer in lieu of foreclosure to assume, all of the interests, rightsand obligations of Purchaser thereunder; provided, that any such assignee shall agree to be bound by the terms and conditions of theapplicable Purchase Order (and effective upon such fully executed assumption by an assignee, Purchaser shall be relieved of its obligationsunder the applicable Purchase Order). Any attempted assignment in violation of this Section shall be void and unenforceable.

25. Survival. Any obligations which expressly or by their nature are to continue after termination or expiration of thisAgreement shall survive and remain in effect, including, but not limited to, the obligations of the Parties set forth in Sections 2,14, 15 and 17.

26. Headings. All section headings used in this Agreement are for convenience or reference only and in no way shall forma part of this Agreement or expand, limit, define or interpret the scope of this Agreement or any provision hereof.

27. Other Purchaser Obligations.  Purchaser shall store, transport, handle, install and commission the Products inaccordance with the requirements set forth in the installation manual and the packaging and transport information sheet will shall beprovided by Vendor and attached to each Purchase Order. Purchaser shall maintain records of all Module performance test and monitoringresults and, if requested by Vendor in order to trouble shoot or deal with technical or warranty issues, shall promptly provide Vendorwith a copy of such records. Purchaser shall comply with applicable laws and regulations.

28.  Counterparts. This Agreement may be executed in identical counterparts each of which shall be deemed an original andall of which together shall constitute one instrument.

29. Trade Compliance Laws.

29.1 Vendor hereby represents and warrants that: (i) Vendor, and its subsidiaries and affiliates are and have been in compliance withall economic, financial, or trade sanctions laws, regulations, embargoes, and restrictive measures (“Sanctions”) and laws,rules, and regulations relating to export controls or import restrictions (“Export/Import Laws”) administered by the UnitedStates government, the United Nations, the European Union or its Member States, the United Kingdom, or any other governmental authoritythat administers, enacts, or enforces Sanctions (“Sanctions Authorities”); (ii) neither Vendor nor any of its subsidiariesor affiliates, nor any of their respective directors, officers, agents, or representatives is, or is directly or indirectly owned orcontrolled by, one or more persons or entities that is (A) identified on any list of Sanctions designation maintained by any SanctionsAuthority; (B) resident, operating, located, or organized in any country or territory that is the target of comprehensive, country-wideor territory-wide Sanctions, which as of the date of this Agreement, comprise Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk,and Luhansk regions of Ukraine (each a “Sanctioned Country”); (C) otherwise the target of any Sanctions (each of (A)-(C),a “Restricted Party”); and (iii) Vendor has not received notice of nor is Vendor otherwise aware of any claim, action, suit,investigation, inquiry, or other proceeding with respect to compliance with or potential liability with respect to any Sanctions or Export/ImportLaws.

29.2 Vendor hereby represents and warrants that: (i) Vendor and its directors, officers, and employees are, and have at all times been,in compliance with applicable laws, rules, and regulations concerning or relating to anti-money laundering, terrorist financing, or financialrecordkeeping including the Money Laundering Control Act of 1986, and the Uniting and Strengthening America by Providing AppropriateTools to Restrict, Intercept, and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”) (“Anti-Money Laundering Laws”);and (ii) Vendor has not received notice of nor is Vendor otherwise aware of any claim, action, suit, investigation, inquiry, or otherproceeding with respect to compliance with or potential liability with respect to any Anti-Money Laundering Laws.

29.3 Vendor hereby represents and warrants that: (i) Vendor and its directors, officers, and employees are, and have at all times been,in compliance with applicable laws, rules, and regulations concerning or relating to anti-bribery, anti-corruption and anti-kickbackmatters in the public or private sector, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010,or any similar Laws (“Anti-Corruption Laws”); and (ii) Vendor has not received notice of nor is Vendor otherwise aware ofany claim, action, suit, inquiry, investigation, or other proceeding with respect to compliance with or potential liability with respectto any Anti-Corruption Laws.

29.4 Vendor hereby represents and warrants to Purchaser that Vendor maintains policies and procedures reasonably designed to ensurecompliance with Sanctions, Export/Import Laws, Anti-Money Laundering Laws, and Anti-Corruption Laws.

29.5 Vendor shall not, and shall not permit or authorize any of its subsidiaries, affiliates, officers, directors, employees, agents,or representatives to, directly or indirectly: (i) conduct any business or engage in any transaction or dealing with or for the benefitof any Restricted Party; (ii) engage in any transaction, activity, or conduct that violates, or causes any Party to this Agreement toviolate, any Sanctions, Export/Import Laws, Anti-Money Laundering Laws, or Anti-Corruption Laws, or that could reasonably be expectedto result in any person becoming a Restricted Party.

29.6 [XXX].

29.7 [XXX].

30. Forced Labor.

31. Anti-Discrimination and Anti-Harassment Commitment. Vendor shall exert best efforts to create and maintain a workplaceenvironment that is free from discrimination and harassment on the basis of race, color, national origin, sex, gender identity, sexualorientation, religion, creed, physical, sensory, or mental disabilities, age, political opinion, pregnancy status, citizenship, migrantstatus, veteran status, ethnicity, ancestry, caste, marital or family status, or any other legally protected statuses in all aspectsof employment, including but not limited to recruitment, job applications, promotions, job assignments, training, wages, benefits, andtermination procedures. Vendor is committed to treating all workers with respect and dignity and shall use best efforts to prevent andnot engage in or condone any acts of violence, harassment, abuse, or coercion, whether physical, verbal, sexual, psychological, or anyform of cruel, inhuman, or degrading treatment. This includes but is not limited to threats of violence, corporal punishment, mentalcoercion, sexual harassment, gender-based violence, and imposing unreasonable restrictions on entering or exiting work and residentialfacilities, arbitrary arrest or detention, or any other forms of intimidation.

32. Product, Manufacturing and Quality Specifications and Requirements.

Application of Section 32

This Section 32 shall apply to any Purchase Ordersthat include the words, “Section 32 shall apply to this Purchase Order,” that are then confirmed and approved in writingby Vendor.

Document Purpose

The purpose of this Section 32 is to describethe Product, Manufacturing and Quality Requirements that will apply to all Products produced by Vendor and delivered to the Purchaser,including the respective obligations for both Parties.

It is designed to ensure that both the Purchaserand Vendor understand and agree on the technical diligence and quality criteria that will be applied to the Products and the processesthat will be put in place to verify compliance to the agreed criteria.

The goal is to ensure that Products meet thelong-term field safety, reliability and performance expectations of the Purchaser, which is in the mutual interest of both the Purchaserand the Vendor.

General Requirements

The Purchaser will use an independent third party,as technical advisor (“Factory Inspector”), as its representative to manage the technical diligence and quality assurancerequirements contained in this Section 32.

Vendor’s General Responsibilities

The Vendor will provide a single focal pointfor management, coordination and implementation of requirements and criteria with the Purchaser and any service providers hired to workon behalf of the Purchaser.

Specifications

Purchaser will only accept new build Vendor’sProducts that have been independently quality-assured by the Factory Inspector as detailed in this Section 32.

Purchaser will not accept Vendor’s Productsfrom stock or inventory. Purchaser will also not accept any Products that have been repaired or re-worked (either prior to or duringproduction). Products are considered as having been re-worked if any construction changes are made to the finished Product (e.g. removaland replacement of cells, EVA or back-skin). Re-work of Product assemblies prior to lamination is not considered re-work for the purposesof this Section 32.

Production in the approved facilities list certifiedby CSA (institution to issue a satisfactory certificates) is allowed.

Purchaser will only accept Vendor Products manufacturedin facilities and assembled in workshops which have passed a Pre-Production Audit (“Approved Workshops”) as long as:

Products must be assembled on pallets with Productsof only one power class, per pallet. Mixed pallets are not permitted. Each pallet must be clearly labeled with the power class.

Quality Assurance: The Parties hereby agree tonegotiate in good faith to incorporate Exhibit F into this Agreement after the Effective Date. In the event that the Parties cannot reachan agreement on the terms of Exhibit F, the Parties shall retain a mutually acceptable third party to serve as a technical advisor forthe purpose of finalizing Exhibit F. The technical advisor shall have the authority to make the final determination regarding the termsof Exhibit F, which shall be binding upon the Parties..

33. Financing Cooperation and Cure Rights.

(a) Purchaser shall havethe right upon written notice to Vendor to collaterally assign a Purchase Order without the consent of Vendor to its Financing Parties;provided, however, that, on enforcement of such collateral assignment by such Financing Parties (or their Affiliates),such Financing Parties may (but are not obligated to) assume, or cause any purchaser at any foreclosure sale or any assignee or transfereeunder any instrument of assignment or transfer in lieu of foreclosure to assume, all (but not less than all) of the interests, rightsand obligations of Purchaser thereunder. Vendor shall execute and provide such documents as Purchaser or its Financing Parties may reasonablyrequest in connection with Purchaser’s efforts to obtain and maintain such financing, including, without limitation, collateralassignment agreements, consents, estoppels and legal opinions.

(b) Notwithstanding any provisionsherein to the contrary, Vendor’s right to exercise the option to terminate a Purchase Order pursuant to the terms and conditionshereof is subject to Vendor’s first delivering to the Financing Parties, simultaneously with delivery thereof to Purchaser, noticeof Purchaser’s failure to cure the default and Vendor’s intent to terminate as a result thereof. Each Financing Party shallhave the option, but not the obligation, to cure any Purchaser Event of Default within (i) an additional seven (7) business days thereafterif it is a payment default or (ii) an additional ten (10) business days thereafter if it is anything other than a payment default and/or,such additional time consented to by Vendor and reasonably necessary to cure such failure, and further provided that such Financing Partypromptly commences and diligently thereafter pursues such cure. If a Financing Party desires to cause their designee to assume a PurchaseOrder, they shall provide notice to that effect within the foregoing applicable period after receipt of Vendor’s notice to theFinancing Parties of Purchaser’s failure to cure the default and Vendor’s intent to terminate such Purchase Order. In eithersuch case, Vendor’s right to terminate a Purchase Order shall be of no further force and effect upon the cure by the FinancingParties of such default or receipt by Vendor of such notice from the Financing Parties of its intent to have such Purchase Order assumed,provided such assumption and cure takes place within the period set forth above and provided, further, that the Financing Party or theassuming party, as applicable, provides Vendor with assurances reasonably satisfactory to Vendor of the ability of the Financing Party,or such assuming party, as applicable, to pay and perform the obligations of Purchaser hereunder and, upon such assumption, Purchasershall be released from all obligations or liability under the applicable Purchase Order. The provisions of this Section shall be subjectto any consent or similar agreement entered into by Vendor and Purchaser with a Financing Party.

(c) “Financing Party”shall mean any and all persons other than a Party or their respective Affiliates that (i) provide senior or subordinated debt, leaseor equity financing (including, tax equity financing) or refinancing in support of a project company; or (ii) provide letters of credit,guarantees, insurance or other credit support to Purchaser or an Affiliate of Purchaser, in each case, in connection with a solar projectincorporating the Products. “Affiliate” means with respect to any person, any other person controlling, controlled by orunder common control with such first person. For purposes of this definition and this Agreement, the term “control” (andcorrelative terms) means the right and power, directly or indirectly through one or more intermediaries, to direct or cause the directionof substantially all of the management and policies of a person through ownership of voting securities or by contract, including, butnot limited to, the right to fifty percent (50%) or more of the capital or profits of a partnership or, alternatively, ownership of fiftypercent (50%) or more of the voting stock of a corporation.

34. Miscellaneous.

a. Purchaser and Vendorshall comply with all applicable anti-corruption and bribery laws and regulations including but not limited to the Foreign Corrupt PracticesAct of 1977 of the United States of America, and the Bribery Act 2010 of the United Kingdom, anti-money laundering, anti-terrorist financingand other relevant laws and regulations, including applicable international sanctions and other measures in relevant jurisdictions (the“Relevant Requirements”). Purchaser and Vendor shall have and will continue to maintain in place throughout the term of thisAgreement adequate policies and procedures to ensure compliance with the Relevant Requirements and will enforce them where appropriate.Each Party shall promptly notify the other Party of any violation of representation, warranty, undertaking or Relevant Requirements setforth in this Agreement.

b. Each Party shallpromptly report to the other Party any request or demand received by such Party from a third party for any undue financial or other advantagein connection with the performance of this Agreement and any Purchase Order.

c. Each Party shallensure that no government official holds a direct or indirect interest in such Party or acts as such Party’s officers or employeesas of the Effective Date and immediately notify the other Party in writing if a government official becomes an officer or employee ofsuch Party or acquires a direct or indirect interest in such Party.

d. Purchaser and Vendorshall ensure that any persons associated with it who is performing services in connection with this Agreement does so only on the basisof a written contract which imposes on and secures from such person terms equivalent to those imposed on Purchaser and Vendor by thisSection (the “Relevant Terms”). Purchaser and Vendor shall be responsible for the observance and performance by suchpersons of the Relevant Terms and shall be directly liable to the other Party for any breach by such persons of any of the Relevant Terms.

e. Each Party representsand warrants to the other Party that to its knowledge, neither it nor its employees, representatives, affiliates or agents has provided,offered, gifted or promised, directly or indirectly, anything of value to any government officials, political party or candidate forgovernment office, nor provided or promised anything of value to any other person while knowing that all or a portion of that thing ofvalue would or will be offered, given, or promised, directly or indirectly, to any government official, political party or candidatefor government office, for the purpose of:

(i) influencing any act ordecision of such official, party or candidate in his or her official capacity, inducing such official, party or candidate to do or omitto do any act in violation of their lawful duty, or securing any improper advantage for the benefit of such Party; or

(ii) inducing such official,party or candidate to use his or her influence with his or her government or instrumentality to affect or influence any act or decisionof such government or instrumentality, in order to assist such Party in obtaining or retaining business for or with, or directing businessto, any person.

f. Vendor shall ensurefull compliance with, at all times, and warrants that the Products upon delivery to the Initial Delivery Location and Ultimate DeliveryLocation adhere strictly to all specifications delineated in the Purchase Order, as well as conform to applicable state and federal regulations,standards, and codes. This includes, but is not limited to, adherence to regulations concerning the design, production, transportation,importation, and delivery of the Products, alongside compliance with laws and standards regarding occupational safety, working conditions,health standards, and the management of hazardous and toxic substances, as well as environmental protection. Furthermore, Vendor is obligatedto actively pursue the reduction of environmental harm by minimizing negative environmental impacts. This includes efforts to decreaseenergy consumption, air emissions, greenhouse gas emissions, waste generation, water usage, pollution, and the use of hazardous materials.Vendor is also committed to fostering environmental sustainability through the implementation of environmental due diligence processesand the integration of sustainable practices into their operational and supply chain management strategies.

g. Prior to commencementof delivery of any Products to the Initial Delivery Location under a Purchase Order, Vendor shall maintain or cause to be maintaineduntil the earlier of termination of such Purchase Order or Vendor’s delivery of all Products thereunder, at Vendor’s solecost and expense, the insurance policies described in Exhibit G.

h. Vendor acknowledgesand agrees that Exhibit H is hereby incorporated into this Agreement.

[Signature Page on Next Page]

IN WITNESS WHEREOF, the Partieshave hereto caused this Agreement to be duly executed by their respective authorized representatives below.

21

Exhibit 10.2

PARENT GUARANTY

This PARENT GUARANTY (this “Guaranty”),dated as of July 2, 2025, is made by TOYO Co., Ltd., a Cayman company with a business address located at Higashi-shinagawa, Shinagawa-kuTokyo, Japan 140-0002 (“Guarantor”), in favor and for the  benefit of New Leaf Energy Buyer, Inc., a Delawarecorporation with an address of 55 Technology Drive, Suite 102, Lowell, MA 01851 (“Beneficiary”).

Reference is made to the Module Supply and PurchaseAgreement dated as of July 2, 2025 (the “Underlying Agreement”), by and between TOYO Solar Texas LLC, a Texas Companywith a business address located at 6115 Greens Rd, Humble, TX 77396 (“Obligor”), and Beneficiary. Capitalized terms usedbut not defined herein shall have the meanings assigned to such terms in the Underlying Agreement.

In consideration of the substantial direct andindirect benefits derived by Guarantor from the transactions under the Underlying Agreement, and in order to induce Beneficiary to enterinto the Underlying Agreement, Guarantor, as the parent company of Obligor, hereby agrees as follows:

1. Guaranty.Guarantor absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual deliveryof modules under the Underlying Agreement, as well as the reimbursement of the Purchase Price of the Prepaid Purchase Order in the eventthat Purchaser terminates the Prepaid Purchase Order for non-delivery pursuant to Section 7.12 of the Underlying Agreement (collectively,the “Obligations”).

Notwithstanding the foregoing,the total liability of Guarantor under this Guaranty shall be limited to an aggregate amount of Fifty Nine Million Nine Hundred NinetyNine Thousand Six Hundred and Seventy One Dollars and Ninety Three Cents ($59,999,671.93) plus the foregoing expenses and costs of enforcingthis Guaranty.

2. GuarantyAbsolute and Unconditional. Guarantor agrees that its Obligations under this Guaranty are irrevocable, continuing, absoluteand unconditional and shall not be discharged or impaired or otherwise affected by, and Guarantor hereby irrevocably waives any defensesto enforcement it may have (now or in the future) by reason of:

(a) Anyillegality, invalidity or unenforceability of any Obligation or the Underlying Agreement or any related agreement or instrument, or anylaw, regulation, decree or order of any jurisdiction or any other event affecting any term of the Obligations.

(b) Anychange in the time, place or manner of payment or performance of, or in any other term of the Obligations, or any rescission, waiver,release, assignment, amendment or other modification of the Underlying Agreement.

(c) Anytaking, exchange, substitution, release, impairment, amendment, waiver, modification or non-perfection of any collateral or any otherguaranty for the Obligations, or any manner of sale, disposition or application of proceeds of any collateral or other assets to all orpart of the Obligations.

(d) Anydefault, failure or delay, willful or otherwise, in the performance of the Obligations.

(e) Anychange, restructuring or termination of the corporate structure, ownership or existence of Guarantor or Obligor or any insolvency,bankruptcy, reorganization or other similar proceeding affecting Obligor or its assets or any resulting restructuring, release ordischarge of any Obligations.

(f) Anyfailure of Beneficiary to disclose to Guarantor any information relating to the business, condition (financial or otherwise), operations,performance, properties or prospects of Obligor now or hereafter known to Beneficiary, Guarantor waiving any duty of Beneficiary to disclosesuch information.

(g) Thefailure of any other guarantor or third party to execute or deliver this Guaranty or any other guaranty or agreement, or the release orreduction of liability of Guarantor or any other guarantor or surety with respect to the Obligations.

(h) Thefailure of Beneficiary to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any UnderlyingAgreement or otherwise.

(i) Theexistence of any claim, set-off, counterclaim, recoupment or other rights that Guarantor or Obligor may have against Beneficiary (otherthan a defense of payment or performance).

(j) Anyother circumstance (including, without limitation, any statute of limitations), act, omission or manner of administering the UnderlyingAgreement or any existence of or reliance on any representation by Beneficiary that might vary the risk of Guarantor or otherwise operateas a defense available to, or a legal or equitable discharge of, Guarantor.

3. CertainWaivers; Acknowledgments. Guarantor further acknowledges and agrees as follows:

(a) Guarantorhereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in natureand applies to all presently existing and future Obligations, until the completion of delivery of modules.

(b) ThisGuaranty is a guaranty of payment and performance and not of collection. Beneficiary shall not be obligated to enforce or exhaust itsremedies against Obligor or under the Underlying Agreement before proceeding to enforce this Guaranty.

(c) ThisGuaranty is a direct guaranty and independent of the obligations of Obligor under the Underlying Agreement. Beneficiary may resort toGuarantor for payment and performance of the Obligations whether or not Beneficiary shall have resorted to any collateral therefor orshall have proceeded against Obligor or any other guarantors with respect to the Obligations. Beneficiary may, at Beneficiary’s option,proceed against Guarantor and Obligor, jointly and severally, or against Guarantor only without having obtained a judgment against Obligor.

(d) Guarantorhereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, noticeof non-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Obligations and this Guarantyand any requirement that Beneficiary protect, secure, perfect or insure any lien or any property subject thereto.

(e) Notwithstandinganything contained herein to the contrary, the Obligations of Guarantor shall be limited to the maximum amount so as to notconstitute a fraudulent transfer or conveyance for purposes of the United States Bankruptcy Code or any applicable state law orotherwise to the extent applicable to this Guaranty and the Obligations of Guarantor hereunder.

(f) Guarantoragrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time all or part ofany payment of any Obligation is voided, rescinded or recovered or must otherwise be returned by Beneficiary upon the insolvency, bankruptcyor reorganization of Obligor.

4. Subrogation.Guarantor waives and shall not exercise any rights that it may acquire by way of subrogation, contribution, reimbursement or indemnificationfor payments made under this Guaranty until all Obligations shall have been indefeasibly paid and discharged in full.

5. Representationsand Warranties. To induce Beneficiary to enter into the Underlying Agreement, Guarantor represents and warrants that: (a) Guarantoris a duly organized and validly existing Japanese company in good standing under the laws of the jurisdiction of its organization; (b)this Guaranty constitutes Guarantor’s valid and legally binding agreement in accordance with its terms; (c) the execution, delivery andperformance of this Guaranty have been duly authorized by all necessary action and will not violate any order, judgment or decree to whichGuarantor or any of its assets may be subject; and (d) Guarantor is currently solvent and will not be rendered insolvent by providingthis Guaranty.

6. Notices.All notices, requests, consents, demands and other communications hereunder (each, a “Notice”) shall be in writing anddelivered to the parties at the addresses set forth herein or to such other address as may be designated by the receiving party in a Noticegiven in accordance with this section. All Notices shall be delivered by personal delivery, nationally recognized overnight courier, email,or certified or registered mail (return receipt requested, postage prepaid). Except as otherwise provided in this Guaranty, a Notice iseffective only (a) with written confirmation of delivery or transmission; (b) upon receipt of the receiving party; and (c) if the partygiving the Notice has complied with the requirements of this section.

7. Assignment.This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided,however, that Guarantor may not, without the prior written consent of Beneficiary, assign any of its rights, powers or obligations hereunder.Beneficiary may assign this Guaranty and its rights hereunder without the consent of Guarantor. Any attempted assignment in violationof this section shall be null and void.

8. GoverningLaw; Service of Process. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUTREFERENCE TO ANY CHOICE OF LAW DOCTRINE. EACH PARTY IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION6 HEREOF AND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY MANNER PERMITTED BY APPLICABLELAW.

9. Waiverof Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDINGARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OF THE OBLIGATIONS HEREUNDER.

10. CumulativeRights. Each right, remedy and power hereby granted to Beneficiary or allowed it by applicable law or other agreement shallbe cumulative and not exclusive of any other, and may be exercised by Beneficiary at any time or from time to time.

11. Severability.If any provision of this Guaranty is to any extent determined by final decision of a court of competent jurisdiction to be unenforceable,the remainder of this Guaranty shall not be affected thereby, and each provision of this Guaranty shall be valid and enforceable to thefullest extent permitted by law.

12. EntireAgreement; Amendments; Headings; Effectiveness. This Guaranty constitutes the sole and entire agreement of Guarantor and Beneficiarywith respect to the subject matter hereof and supersedes all previous agreements or understandings, oral or written, with respect to suchsubject matter. No amendment or waiver of any provision of this Guaranty shall be valid and binding unless it is in writing and signed,in the case of an amendment, by both parties, or in the case of a waiver, by the party against which the waiver is to be effective. Sectionheadings are for convenience of reference only and shall not define, modify, expand or limit any of the terms of this Guaranty. Deliveryof this Guaranty by facsimile or in electronic (i.e., pdf or tif) format shall be effective as delivery of a manually executed originalof this Guaranty.

[SIGNATUREPAGE FOLLOWS]

IN WITNESS WHEREOF, Guarantor has executed thisGuaranty as of the day and year first above written.

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