SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • June 15th, 2023 • VinFast Auto Pte. Ltd. • Motor vehicles & passenger car bodies • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July 15, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and Black Spade Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 15th, 2023 • VinFast Auto Pte. Ltd. • Motor vehicles & passenger car bodies
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Black Spade Acquisition Co (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of July 15, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[•] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
STANDBY EQUITY SUBSCRIPTION AGREEMENTStandby Equity Subscription Agreement • October 20th, 2023 • VinFast Auto Ltd. • Motor vehicles & passenger car bodies • New York
THIS STANDBY EQUITY SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of October 20, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and VINFAST AUTO LTD. (Company Registration No: 201501874G), a public company incorporated under the laws of Singapore (the “Company”).
GLOBAL GUARANTY AGREEMENTGlobal Guaranty Agreement • January 2nd, 2024 • VinFast Auto Ltd. • Motor vehicles & passenger car bodies • New York
This Guaranty is made as of December 29, 2023, by VINGROUP USA, LLC (the “Guarantor”) in favor of YA II PN, LTD. (“YA II” or the “Creditor”), with respect to all obligations of VINFAST AUTO LTD., a public company incorporated under the laws of Singapore (Company Registration No: 201501874G) (the “Debtor”) owed to the Creditor.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2023 • VinFast Auto Ltd. • Motor vehicles & passenger car bodies • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 11, 2023, is made and entered into by and among VinFast Auto Ltd., a public limited company incorporated in Singapore, having its registered office at 61 Robinson Road, #06-01, 61 Robinson, Singapore 068893 (the “Company”) and each of the Persons listed on Schedule 1 hereto (each a “Holder”).
Black Spade Acquisition Co Appleby Global Services (Cayman) Limited, 71 Fort Street, PO Box 500, Grand Cayman, Cayman Islands, KY1-1106 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 15th, 2023 • VinFast Auto Pte. Ltd. • Motor vehicles & passenger car bodies
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-half of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration stat
ContractFactory Lease Agreement • June 15th, 2023 • VinFast Auto Pte. Ltd. • Motor vehicles & passenger car bodies
Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”.
ContractIn-Principle Asset Sale Agreement • June 15th, 2023 • VinFast Auto Pte. Ltd. • Motor vehicles & passenger car bodies
Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”.
ContractFactory Lease Agreement • June 15th, 2023 • VinFast Auto Pte. Ltd. • Motor vehicles & passenger car bodies
Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”.
Black Spade Acquisition Co Suite 2902, 29/F The CentriumOffice Space and Administrative Support Agreement • June 15th, 2023 • VinFast Auto Pte. Ltd. • Motor vehicles & passenger car bodies
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Black Spade Acquisition Co (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination; or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Black Spade Sponsor LLC (the “Sponsor”) and/or its affiliates shall make available to the Company certain office space, utilities, secretarial and administrative support services as may be required by the Company from time to time, at Suite 2902, 29/F The Centrium, 60 Wyndham Street, Central, Hong Kong in exchange for an aggregate monthly fee of up to $10,000. The Sponsor hereby agrees that it does not have any right, title, interest or claim of any kind
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by...Sponsor Support and Lock-Up Agreement • June 15th, 2023 • VinFast Auto Pte. Ltd. • Motor vehicles & passenger car bodies
This SPONSOR SUPPORT AND LOCK-UP AGREEMENT AND DEED (this “Agreement”) is made as of May 12, 2023, by and among VinFast Auto Pte. Ltd. (Company Registration Number: 201501874G), a private limited company incorporated in Singapore, having its registered office at 61 Robinson Road, #06-01 61 Robinson Road, Singapore 068893 (the “Company”), Black Spade Acquisition Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“BSAQ”), Black Spade Sponsor LLC, a limited liability company registered under the laws of the Cayman Islands (the “Sponsor”), and each of the undersigned Persons listed on Schedule A to this Agreement (each, together with the Sponsor, the “Sponsor Parties”).
VINFAST MANUFACTURING US, LLC COMMUNITY ECONOMIC DEVELOPMENT AGREEMENT GRANT NO. 2022-04Community Economic Development Agreement • June 15th, 2023 • VinFast Auto Pte. Ltd. • Motor vehicles & passenger car bodies • North Carolina
This Community Economic Development Agreement (this “Agreement”) between and among the Economic Investment Committee of the State of North Carolina (the “EIC”), VinFast Manufacturing US, LLC (the “Company”), VinFast Trading and Production JSC, VinFast Trading & Investment PTE. LTD. and VinES Energy Solutions JSC (each individually a “Related Member Party” and collectively the “Related Member Parties”), and Vingroup Joint Stock Company] (the “Guarantor”), is hereby made effective as of the 29th day of March, 2022 (the “Effective Date”) and shall remain in effect through December 31, 2071 unless this grant is terminated pursuant to the provisions of Article V, in which case this Agreement shall remain in effect for 150% of the Grant Term, as that term is defined below (such period of time running from the Effective Date to the applicable end date set forth above shall constitute the “Agreement Term”). Capitalized terms used herein have the meanings set forth in Article I.
BACKSTOP SUBSCRIPTION AGREEMENTBackstop Subscription Agreement • August 18th, 2023 • VinFast Auto Ltd. • Motor vehicles & passenger car bodies • New York
This BACKSTOP SUBSCRIPTION AGREEMENT (this “Subscription Agreement”), dated as of August 10, 2023, and effective as of the Closing (as defined below), is entered into by and among VinFast Auto Ltd. (Company Registration No. 201501874G), a public company limited by shares incorporated under the laws of Singapore (the “Company”), the undersigned (“Subscriber” or “you”), and Black Spade Sponsor LLC, a limited liability company registered under the laws of the Cayman Islands (the “Sponsor”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
ContractEmployment Agreement • March 9th, 2023 • Vinfast Trading & Investment Pte. Ltd. • Motor vehicles & passenger car bodies
Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”.
MEMORANDUM OF UNDERSTANDING BY AND BETWEEN THE NORTH CAROLINA DEPARTMENT OF COMMERCE AND VINFAST TRADING AND PRODUCTION JOINT STOCK COMPANYMemorandum of Understanding • October 27th, 2022 • Vinfast Trading & Investment Pte. Ltd. • Motor vehicles & passenger car bodies
WHEREAS, VinFast Trading and Production Joint Stock Company (“VinFast”), a member of the largest private conglomerate in Vietnam, VinGroup Joint Stock Company, is one of the most innovative and exciting electric vehicle (“EV”) companies in the world.
VINFAST MANUFACTURING US, LLC SITE DEVELOPMENT AGREEMENTSite Development Agreement • June 15th, 2023 • VinFast Auto Pte. Ltd. • Motor vehicles & passenger car bodies • North Carolina
This Site Development Agreement (this “Agreement”) between the North Carolina Department of Commerce (the “DOC”), VinFast Manufacturing US, LLC (the “Company”), and Vingroup Joint Stock Company (the “Guarantor”) is hereby made effective as of the 1st day of July, 2022 and shall remain in effect through the 31st day of December, 2033, unless this grant term is extended pursuant to the provisions of Section 3.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by...Shareholders Support and Lock-Up Agreement • June 15th, 2023 • VinFast Auto Pte. Ltd. • Motor vehicles & passenger car bodies
This SHAREHOLDERS SUPPORT AND LOCK-UP AGREEMENT AND DEED (this “Agreement”) is made as of May 12, 2023, by and among VinFast Auto Pte. Ltd. (Company Registration Number: 201501874G), a private limited company incorporated in Singapore, having its registered office at 61 Robinson Road, #06-01 61 Robinson Road, Singapore 068893 (the “Company”), Black Spade Acquisition Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“BSAQ”), and each of the undersigned Persons listed on Schedule A to this Agreement (each, a “Company Shareholder”).
FIRST AMENDMENT TO SPONSOR SUPPORT AND LOCK-UP AGREEMENT AND DEEDSponsor Support and Lock-Up Agreement • June 15th, 2023 • VinFast Auto Pte. Ltd. • Motor vehicles & passenger car bodies
This FIRST AMENDMENT TO SPONSOR SUPPORT AND LOCK-UP AGREEMENT AND DEED (this “Amendment”) is made as of June 14, 2023, by and among VinFast Auto Pte. Ltd. (Company Registration Number: 201501874G), a private limited company incorporated in Singapore, having its registered office at 61 Robinson Road, #06-01 61 Robinson Road, Singapore 068893 (the “Company”), Black Spade Acquisition Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“BSAQ”) and Black Spade Sponsor LLC, a limited liability company registered under the laws of the Cayman Islands (the “Sponsor”), and amends that certain Sponsor Support and Lock-Up Agreement and Deed, dated as of May 12, 2023 (the “Sponsor Support Agreement”), by and among the Company, BSAQ, Sponsor and other parties thereto. Capitalized terms used but not defined in this Amendment have the meanings assigned to them in the Sponsor Support Agreement.
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • August 18th, 2023 • VinFast Auto Ltd. • Motor vehicles & passenger car bodies • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of August 11, 2023, is entered into by and among VinFast Auto Ltd. (Company Registration No. 201501874G), a Singapore public company limited by shares (the “Company”), Black Spade Acquisition Co, a Cayman Islands exempted company (“BSAQ”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated as of July 15, 2021, by and between BSAQ and the Warrant Agent, a copy of which is attached hereto as Annex A. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
ContractPurchase Agreement • June 15th, 2023 • VinFast Auto Pte. Ltd. • Motor vehicles & passenger car bodies
Portions of this exhibit have been omitted pursuant to Item 601 (b)(10)(iv) of Regulation S-K on the basis that the registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”.
ContractBattery Sale and Purchase Framework Agreement • June 15th, 2023 • VinFast Auto Pte. Ltd. • Motor vehicles & passenger car bodies
Portions of this exhibit have been omitted pursuant to Item 601 (b)(10)(iv) of Regulation S-K on the basis that the registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”.
ContractFactory Lease Agreement • April 25th, 2024 • VinFast Auto Ltd. • Motor vehicles & passenger car bodies
Portions of this exhibit have been omitted pursuant to Item 601 (b)(10)(iv) of Regulation S-K on the basis that the registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”.
VINFAST AUTO PTE. LTD. ORDINARY SHARES SUBSCRIPTION AGREEMENT June 30, 2023Ordinary Shares Subscription Agreement • June 30th, 2023 • VinFast Auto Pte. Ltd. • Motor vehicles & passenger car bodies • New York
THIS ORDINARY SHARES SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of June 30, 2023, by and among VinFast Auto Pte. Ltd. (Company Registration No. 201501874G), a private company limited by shares incorporated under the laws of the Republic of Singapore (the “Company”) expected to be converted to a public company prior to the Closing (as defined below) and the undersigned investor (the “Investor”).
FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 1st, 2024 • VinFast Auto Ltd. • Motor vehicles & passenger car bodies
This First Amendment (this “First Amendment”) to the Securities Purchase Agreement, dated as of December 29, 2023 (the “Original Securities Purchase Agreement” and as amended, modified and supplemented by this First Amendment, the “Securities Purchase Agreement”), between VINFAST AUTO LTD., a public company incorporated under the laws of Singapore (Company Registration No: 201501874G) (the “Company”) and YA II PN, LTD., a Cayman Islands exempted company (the “Buyer” and the “Holder”), is entered into as of June 28, 2024 between the Company and the Buyer. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Securities Purchase Agreement.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by...Warrant Agreement Amendment • June 15th, 2023 • VinFast Auto Pte. Ltd. • Motor vehicles & passenger car bodies • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of [•], 2023, is entered into by and among VinFast Auto Ltd. (Company Registration No. 201501874G), a Singapore public company limited by shares (the “Company”), Black Spade Acquisition Co, a Cayman Islands exempted company (“BSAQ”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated as of July 15, 2021, by and between BSAQ and the Warrant Agent, a copy of which is attached hereto as Annex A. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 2nd, 2024 • VinFast Auto Ltd. • Motor vehicles & passenger car bodies
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 29, 2023 by and among VINFAST AUTO LTD., INC., a public company incorporated under the laws of Singapore (Company Registration No: 201501874G) (the “Company”), and YA II PN, Ltd., a Cayman Islands exempted company (the “Investor”).
APPENDIX 05 (Amendment of Factory Lease Agreement No. 242/2022/HDTNX/VHIZ - VF dated February 24, 2022)Factory Lease Agreement • April 25th, 2024 • VinFast Auto Ltd. • Motor vehicles & passenger car bodies
This Appendix is made and signed on December 10, 2022, by and between Vinhomes Industrial Zone Investment Joint Stock Company (“Lessor”) and VinFast Trading and Production Joint Stock Company (“Lessee”). The Lessor and the Lessee are hereinafter collectively referred to as the “Parties” and individually as the “Party”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 15th, 2023 • VinFast Auto Pte. Ltd. • Motor vehicles & passenger car bodies
This Indemnification Agreement (“Agreement”) is made and entered into as of October , 2022 (the “Effective Date”) by and between [….] (Company Registration No. [●]) (the “Company”) and INSERT NAME (the “Indemnitee”).
ContractConsultancy Service Agreement • June 15th, 2023 • VinFast Auto Pte. Ltd. • Motor vehicles & passenger car bodies
Portions of this exhibit have been omitted pursuant to Item 601 (b)(10)(iv) of Regulation S-K on the basis that the registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 2nd, 2024 • VinFast Auto Ltd. • Motor vehicles & passenger car bodies
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 29, 2023, is between VINFAST AUTO LTD., a public company incorporated under the laws of Singapore (Company Registration No: 201501874G) (the “Company”), and the investor listed on the Schedule of Buyers attached as Schedule I hereto (the “Buyer”).
