VinFast Auto (VFS) F-1Registration statement (foreign)

Exhibit 10.13

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 TRADING & INVESTMENT PTE. LTD

DEED POLL

relating to

VINGROUP JOINT STOCK COMPANY

Fixed Rate Exchangeable Bonds due 2027

TABLE OF CONTENT

Page

ii

THIS DEED POLL is made on 29 April 2022

THIS DEED POLL WITNESSES as follows:

All terms and expressions which have defined or construed meanings in the Bond Trust Deed and the Bond Conditions shall have the same meanings or constructions in this Deed Poll (including the recitals hereto) except where the context requires otherwise or unless otherwise stated. In addition, in this Deed Poll the following expressions have the following meanings:

“Accountholder” means any accountholder or participant with a Clearing System which has credited to its securities account with such Clearing System one or more Clearing System Entries in respect of the Global Certificate, except for any Clearing System in its capacity as an accountholder of another Clearing System, in which case Accountholder shall mean the accountholder or participant of the second Clearing System and not the Clearing System that is the accountholder of the second Clearing System;

“Board of Directors” means the board of directors of VFSG or a committee of such board duly authorised to act for it hereunder;

“Bond Conditions” has the meaning given to the term “Conditions” in the Bond Trust Deed;

“Bond Event of Default” has the meaning given to the term “Event of Default” in the Bond Trust Deed;

“Bond Issuer” means Vingroup Joint Stock Company;

“Bond Maturity Date” has the meaning given to the term “Maturity Date” in the Bond Conditions;

“Bond Register” has the meaning given to the term “Register” in the Bond Conditions;

“Bond Trust Deed” means the trust deed dated on or about the date of this Deed Poll between the Bond Issuer and The Hongkong and Shanghai Banking Corporation Limited as trustee for itself and the holders of the Bonds;

“Bondholder” means any Bondholder (as defined in the Bond Trust Deed) and any Accountholder, and for the purpose of Schedule 1 (Registration Rights for VFSG Shares), shall include any holder of Exchange VFSG Shares delivered upon exchange to that holder in accordance with this Deed Poll;

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“Capital Stock” means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity;

“Cash Alternative Amount” means in relation to each U.S.$1,000,000 principal amount of Bonds transferred to VFSG for exchange, the Exchange Rate multiplied by the arithmetic average of the Volume Weighted Average Price for one VFSG Share (being a VFSG Share carrying full entitlement to dividends) for each day in the Cash Alternative Calculation Period;

“Cash Alternative Calculation Period” means the period of [***] consecutive Trading Days commencing on the Trading Day after the Cash Alternative Election Exercise Date;

“Cash Alternative Election” has the meaning given to that term in Clause 3.6 (Cash Alternative Election);

“Cash Alternative Election Exercise Date” has the meaning given to that term in Clause 3.6 (Cash Alternative Election);

“Cash Alternative Payment Date” has the meaning given to that term in Clause 3.6 (Cash Alternative Election);

“Clause 3.4.1 Distribution” means a dividend or distribution of VFSG Shares to which Clause 3.4.1 (Dividends in specie, Share Splits or Share Combinations) is applicable;

“Clause 3.4.2 Distribution” means a dividend or distribution of rights, options or warrants to which Clause 3.4.2 (Rights Issues of VFSG Shares) is applicable;

“Clause 3.4.3 Distribution” means a dividend or distribution to which Clause 3.4.3 (Other Rights Issues) is applicable;

“Clearing System” means Clearstream, Euroclear or any alternative clearing system on behalf of whom the Global Certificate may be held;

“Clearing System Entry” means, in relation to the Global Certificate, any entry which is made in the securities account of any Accountholder with a Clearing System in respect of Bonds represented by such Global Certificate;

“Clearing System Entry Principal Amount” means, in respect of any Clearing System Entry, the aggregate principal amount of the Bonds to which such Clearing System Entry relates;

“Commission” means the Securities and Exchange Commission;

“Consolidated Affiliated Entity” means, with respect to any Person, any corporation, association or other entity which is or is required to be consolidated with such Person under Accounting Standards Codification subtopic 810-10, Consolidation: Overall (including any changes, amendments or supplements thereto), and the Subsidiaries of such Person, corporation, association or entity or, if such Person prepares its financial statements in accordance with accounting principles other than the accounting principles generally accepted in the United States of America, the equivalent of Accounting Standards Codification subtopic 810-10, Consolidation: Overall under such accounting principles;

“Convertible Securities” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for VFSG Shares, but excluding Options;

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“deliver” and “delivery” in respect of a VFSG Share, includes the allotment and issue of a VFSG Share and/or the transfer of a VFSG Share;

“Dispute” has the meaning given to that term in Clause 15.1.1 (Dispute Resolution);

“Distributed Property” has the meaning given to that term in Clause 3.4.3 (Other Rights Issues);

“DTC” means The Depository Trust Company;

“Effective Date” means the first date on which VFSG Shares trade on the applicable exchange or in the applicable market, regular way, reflecting the relevant share split or share combination, as applicable;

“Equivalent Amount” has the meaning given to that term in Clause 3.2.3 (Corporate and Regulatory Approvals);

“ESOP Threshold Percentage” means, at any time, the quotient of (x) [***] and (y) an amount equal to 30,000 + (the principal amount of the Bonds issued up to that time divided by 1,000,000) + 100;

“Ex-Dividend Date” means the first date on which the VFSG Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from VFSG or, if applicable, from the seller of the VFSG Shares on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market;

“Exchange Date” has the meaning given to that term in Clause 3.2.1 (Exchange Notice);

“Exchange Notice” means a notice substantially in the form set out in the Schedule 2 (Deed Poll Exchange Notice);

“Exchange Period” means the period from and including the Exchange Period Commencement Date to and including close of business (at the place where the Bond is delivered for exchange) on the [***] Trading Day prior to the Bond Maturity Date, provided that if:

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“Exchange Rate” means the Initial Exchange Rate (subject to adjustment in accordance with Clause 3.3 (Adjustments to Exchange Rate—Pre-Liquidity Event) or Clause 3.4 (Adjustments to Exchange Rate—Post-Liquidity Event), provided that on the Exchange Period Commencement Date, the Exchange Rate shall be reset to the higher of:

and shall thereafter be subject to further adjustment in accordance with Clause 3.4 (Adjustments to Exchange Rate—Post-Liquidity Event);

“Exchange Right” means the right of a Bondholder to exchange any Bond into VFSG Shares in accordance with Clause 3 (Exchange);

“Exchange Settlement Deadline” has the meaning given to that term in Clause 3.2.3 (Corporate and Regulatory Approvals);

“Exchange VFSG Share” means any VFSG Share delivered upon exchange of a Bond in accordance with this Deed Poll;

“Existing Valuation per VFSG Share” means, with respect to an event or circumstance giving rise to an adjustment pursuant to Clause 3.3 (Adjustments to Exchange Rate—Pre-Liquidity Event), the quotient of (x) U.S.$1,000,000 of principal amount of Bonds and (y) the Exchange Rate then in effect immediately prior to that event or circumstance;

“Fair Market Value” means, with respect to any assets, security, option, warrants or other right on any date, the fair market value of that asset, security, option, warrant or other right (converted into USD (if expressed in a currency other than USD) at the Relevant Exchange Rate) as determined by in good faith by VFSG provided that: (a) the fair market value of a cash Dividend paid or to be paid per share shall be the amount of such cash Dividend per share determined as at the date of announcement of such Dividend; (b) the Fair Market Value of any other cash amount shall be the amount of such cash; (c) where options, warrants, other rights or Spin-Off Securities are publicly traded in a market of adequate liquidity (as determined by VFSG acting in good faith) the fair market value of such options, warrants or other rights shall be equal to the arithmetic mean of the daily closing prices of such options, warrants, other rights or Spin-Off Securities during the period of [***] trading days on the relevant market commencing on such date (or, if later, the first such trading day such options, warrants, other rights or Spin-Off Securities are publicly traded); or (d) where such options, warrants, rights or Spin-Off Securities are not publicly traded (as aforesaid) or, if publicly traded but the fair market value of such options, warrants, other rights or Spin-Off Securities is not capable of being determined in accordance with (c) above, the fair market value of such options, warrants, rights or Spin-Off Securities will be determined by VFSG (acting in good faith) on the basis of a commonly accepted market valuation method and taking into account such factors as it considers appropriate, including the market price per Share, the dividend yield of a Share, the volatility of such market price, prevailing interest rates and the terms of such options, warrants, other rights or Spin-Off Securities, including as to the expiry date and exercise price (if any) thereof;

“Initial Exchange Price” means an exchange price per U.S.$1,000,000 of principal amount of Bonds divided by the Initial Exchange Rate;

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“Initial Exchange Rate” means an exchange rate of 80,392.16 VFSG Shares per U.S.$1,000,000 of principal amount of Bonds;

“Institutional Accredited Investor” means “accredited investor” within the meaning of Rule 501(a) under the Securities Act, other than a natural person;

“Linked Agreement” has the meaning given to it in Clause 15.2.5;

[***]

“Merger” has the meaning given to that term in Clause 5 (Consolidation, Amalgamation or Merger);

“Opt-Out Notice” has the meaning given to that term in Schedule 1 (Registration Rights for VFSG Shares);

“Options” shall mean any options, warrants or other rights to subscribe for, purchase or otherwise acquire VFSG Shares or Convertible Securities;

“outstanding” means, in relation to the Bonds, all Bonds which are outstanding (as defined in the Bond Trust Deed) except those which have been acquired by VFSG in accordance with Clause 3 (Exchange);

“Receiving Custody Account” means a securities account opened in the name of VFSG which is designated as such by VFSG from time to time;

“Reference Price” means the higher of:

“Reference Price Floor” means the lower of:

“Reference VWAP Exchange Rate” means each U.S.$1,000,000 of principal amount of Bonds divided by the Reference Price;

“Registration Date” has the meaning given to that term in Clause 3.2.3 (Corporate and Regulatory Approvals);

“Registration Statement” has the meaning given to that term in Schedule 1 (Registration Rights for VFSG Shares);

“Registration Statement End Date” has the meaning given to that term in Schedule 1 (Registration Rights for VFSG Shares);

“Registration Statement Suspension Event” has the meaning given to that term in Schedule 1 (Registration Rights for VFSG Shares);

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“Restricted Stock Legend” means, with respect to any Exchange VFSG Share, a legend substantially to the effect that the offer, pledge and sale of such Exchange VFSG Share have not been registered under the Securities Act and that such Exchange VFSG Share cannot be sold, pledged or otherwise transferred except pursuant to a transaction that is registered under the Securities Act or that is exempt from, or not subject to, the registration requirements of the Securities Act;

“Rule 144” means Rule 144 under the Securities Act (or any successor rule thereto), as the same may be amended from time to time;

“Spin-off” has the meaning given to that term in Clause 3.4.3 (Other Rights Issues);

“Spin-Off Securities” means equity share capital of an entity other than VFSG or options, warrants or other rights to subscribe for, purchase or otherwise acquire equity share capital of an entity other than VFSG.

“Taxes” has the meaning given to that term in Clause 3.2.2 (Taxes and Stamp Duty etc.);

“Tender/Exchange Offer Consideration” has the meaning given to that term in Clause 3.4.5 (Tender or Exchange Offers);

“Trigger Event” has the meaning given to that term in Clause 3.4.3 (Other Rights Issues);

“Valuation Period” has the meaning given to that term in Clause 3.4.3 (Other Rights Issues); and

“VFSG ADS” means an American depositary share, issued pursuant to a deposit agreement, representing such number of ordinary shares in the capital of VFSG as is specified in that deposit agreement.

Any reference in this Deed Poll to a Clause or a Schedule is, unless otherwise stated, to a clause of, or schedule to, this Deed Poll.

Headings and sub-headings are for ease of reference only and shall not affect the construction of this Deed Poll.

All references in this Deed Poll to an agreement, instrument or other document shall be construed as a reference to that agreement, instrument or other document as the same may be amended, supplemented, replaced or novated from time to time.

Any reference in this Deed Poll to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted.

Any Bonds issued on or after the date of this Deed Poll pursuant to Bond Condition 15 (Further Issues) shall have the benefit of this Deed Poll.

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For the purpose of this Deed Poll, in respect of any Bonds represented by the Global Certificate, for so long as the Global Certificate is held on behalf of a Clearing System, Accountholders shall be treated by VFSG as the “Bondholder” and “holder” (in each case, as defined in the Bond Trust Deed) of Bonds in an aggregate principal amount equal to the Clearing System Entry Principal Amount of such Accountholder’s Clearing System Entries relating to the Global Certificate.

The records of the Clearing Systems shall be conclusive as to the identity of the Accountholders and the respective amounts of Bonds credited to their securities accounts and a statement issued by a Clearing System setting out:

shall be conclusive evidence for all purposes of this Deed Poll.

Subject to and upon compliance with the provisions of this Clause 3, an Exchange Right may be exercised in respect of a Bond, at the option of the holder thereof, at any time during the Exchange Period (subject to any applicable fiscal or other laws or regulations as hereinafter provided).

Upon the exercise of an Exchange Right, VFSG shall (subject to the right of VFSG to make a Cash Alternative Election as provided in Clause 3.6 (Cash Alternative Election)) deliver to the Bondholder (or procure such delivery) a number of VFSG Shares in respect of each U.S.$1,000,000 principal amount of Bond equal to the Exchange Rate in effect on the Exchange Date for such exchange.

An Exchange Right may only be exercised in respect of one or more Bonds. If more than one Bond held by the same holder is exchanged at any one time by the same holder, the number of VFSG Shares to be delivered upon such exchange shall be calculated on the basis of the aggregate principal amount of the Bonds to be exchanged.

An Exchange Right may only be exercised in respect of Bonds which are Bonds evidenced by the Global Certificate, or where a duly completed and signed Notice of Transition to Global Certificate (together with the relevant definitive Certificate(s)) has been delivered to the Transfer Agent by the relevant Bondholder in respect of the relevant Bonds in accordance with Bond Condition 3(h) (Transition to Global Certificate) and the corresponding Global Certificate Transition Period has expired.

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Fractions of VFSG Shares will not be delivered upon exchange, provided that:

To exercise the Exchange Right in respect of any Bond, the holder thereof must, at his own expense, complete, execute and deliver during normal business hours (being between 9:00 a.m. and 3:00 p.m. (local time) on a Business Day) during the Exchange Period to VFSG a duly completed Exchange Notice by tracked courier mail at No 7 Bang Lang Street 1, Vinhome Riversides Eco-Urban Area, Viet Hung Ward, Long Bien District, Ha Noi City, Vietnam with attention to , together with any amounts required to be paid by the Bondholder under Clause 3.2.2 (Taxes and Stamp Duty etc.) and:

Upon exercise of an Exchange Right, a Bondholder exchanging Bonds shall be required to represent, acknowledge and agree in the Exchange Notice that, at the time of signing and delivery of the Exchange Notice, that the Exchange VFSG Shares delivered upon such exchange are subject to transfer restrictions referred to in the Restricted Stock Legend and it and any person for whom it is acquiring the Exchange VFSG Shares delivered upon such exchange is (i) (A) located outside the United States and is not a U.S. person (within the meaning of Regulation S) or (B) an Institutional Accredited Investor and (ii) an accredited investor for purposes of the Securities and Futures Act 2001 of Singapore.

Exchange Rights shall be exercised subject in each case to any applicable fiscal or other laws or regulations.

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The exchange date in respect of a Bond (the “Exchange Date”) shall be the Trading Day immediately following the latest to occur of the following: the date that the executed Exchange Notice is received by VFSG, payment of all amounts required to be paid by the Bondholder under Clause 3.2.2 (Taxes and Stamp Duty etc.) and:

An Exchange Notice once delivered shall be irrevocable and may not be withdrawn unless VFSG consents in writing to such withdrawal.

For the avoidance of doubt, any Bond which is delivered for exchange (together with the Exchange Notice and other requirements of this Clause 3.2.1) prior to the date referred to in paragraph (c) of the definition of Exchange Period shall be exchanged on the relevant Exchange Date notwithstanding that the full amount of the moneys payable in respect of such Bond shall have been received by the Principal Agent or the Trustee before such Exchange Date or that the Exchange Period may have expired before such Exchange Date.

A Bondholder delivering a Bond for exchange (and, if relevant, a Certificate in respect thereof) must pay any capital, stamp, issue and registration duties or similar transfer taxes (including any interest, additions to tax and penalties thereon or in connection therewith, if applicable) arising on exchange (other than (a) any stamp, issue and registration duties and other similar fees (including any interest and penalties thereon or in connection therewith, if applicable) payable in Vietnam, Singapore or the United States in respect of the delivery or transfer of the Bond and VFSG Shares on-exchange or off-exchange and (b) stamp duties addressed in Clause 8 (Stamp Duties), which in each case of (a) and (b) shall be paid by VFSG) (the “Taxes”). VFSG shall pay all other expenses arising on the delivery or transfer of VFSG Shares on exchange of Bonds. VFSG is under no obligation to determine whether a Bondholder is liable to pay any Taxes, the amounts payable (if any) in connection with this Clause 3.2.2 or whether any Taxes have been paid or the sufficiency thereof.

VFSG shall take all necessary action to procure the delivery of VFSG Shares to exchanging Bondholders in accordance with prevailing regulations relevant to the transfer of the VFSG Shares to exchanging Bondholders (or in accordance with the instructions contained in the relevant Exchange Notice (subject to applicable exchange control or other laws or other regulations) by no later than [***] Trading Days after the relevant Exchange Date (the “Exchange Settlement Deadline”).

If:

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VFSG shall procure the delivery to the exchanging Bondholder (or in accordance with the instructions contained in the Exchange Notice (subject to applicable exchange control or other laws or other regulations)), such additional number of VFSG Shares as is, together with VFSG Shares to be delivered upon exchange of the Bonds, equal to the number of VFSG Shares which would have been required to be delivered upon exchange of such Bond and/or, in the circumstances where VFSG has made a Cash Alternative Election and the provisions of Clause 3.6 (Cash Alternative Election) apply, VFSG shall procure that there is paid to the exchanging Bondholder any such additional cash payment as shall be determined by VFSG to be fair and reasonable taking into account the provisions of Clause 3.6 (Cash Alternative Election) (where VFSG has made a Cash Alternative Election) in relation to the relevant exercise of Exchange Rights, in each case as if the relevant adjustment to the Exchange Rate had been made and become effective on or immediately after the relevant record date or, in the case of the record date falling after the Exchange Date, immediately prior to the Exchange Date. Any such additional VFSG Shares shall be delivered within [***] Trading Days after the effective date of the relevant adjustment, and any such additional cash payment shall be made as soon as practicable and, in any event, no later the Exchange Settlement Deadline.

The person or persons specified for that purpose in the Exchange Notice shall become the holder of record of the number of Exchange VFSG Shares with effect from the date such Exchange VFSG Shares are either (i) credited into the DTC participant account specified in the Exchange Notice or (ii) registered in the shareholder register of VFSG, (the “Registration Date”).

The Exchange VFSG Shares shall be fully-paid and in all respects rank pari passu with all other VFSG Shares in issue on the relevant Registration Date, including as to listing. Save as set out in this Deed Poll, a holder of Exchange VFSG Shares shall not be entitled to any rights the record date for which precedes the relevant Registration Date.

Each Exchange VFSG Share shall be issued in certificated format and, if required by applicable law, bear the Restricted Stock Legend.

If the record date for the payment of any dividend or other distribution in respect of the VFSG Shares is on or after the Exchange Date in respect of any Bond, but before the earlier of the Registration Date and the Exchange Settlement Deadline, as the case may be (disregarding any retroactive adjustment of the Exchange Rate referred to in this Clause 3.2.3 prior to the time such retroactive adjustment shall have become effective), VFSG shall pay to the exchanging Bondholder or his designee an amount (the “Equivalent Amount”) in United States Dollars equal to the fair market value (as determined by VFSG) of such dividend or other distribution to which he would have been entitled had he on that record date been a shareholder of record, and shall make the payment at the same time as it makes payment of the dividend or other distribution, or as soon as practicable thereafter, but, in any event, not later than [***] Trading Days thereafter.

Subject to Clause 5 (Consolidation, Amalgamation or Merger), the Exchange Rate shall be adjusted from time to time by VFSG if any of the following events described in this Clause 3.3 occurs prior to a Liquidity Event, except that VFSG shall not make any adjustments to the Exchange Rate if Bondholders participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the VFSG Shares and solely as a result of holding the Bonds, in any of the transactions described in this Clause 3.3, without having to exchange their Bonds, as if they held a number of VFSG Shares equal to the Exchange Rate in respect of each U.S.$1,000,000 of principal amount of Bonds held by such Bondholder.

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If VFSG issues VFSG Shares as a dividend or distribution on the VFSG Shares, or if VFSG effects a share split or share combination, the Exchange Rate shall be adjusted based on the following formula:

where,

Any adjustment made under this Clause 3.3.1 shall become effective immediately after such dividend, distribution, share split or share combination, as applicable. If any dividend or distribution of the type described in this Clause 3.3.1 is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date VFSG determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared.

If VFSG pays any cash dividends or distributions (in cash or in kind (other than in the form of VFSG Shares)) is made to all or substantially all holders of the VFSG Shares, then, the Exchange Rate in effect immediately prior to such event shall be adjusted so as to account for the value of such cash dividends or distributions (in the case of in kind distributions, the Fair Market Value of such distributions) which a Bondholder would have received, had such Bond been exchanged immediately prior to the occurrence of such cash dividends or distributions and the VFSG Shares received upon such exchange had existed as part of VFSG Shares with respect to which such cash dividends or distributions applied.

Any adjustment made under this Clause 3.3.2 shall become effective immediately after such dividend or distribution, as applicable. If any dividend or distribution of the type described in this Clause 3.3.2 is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date VFSG determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared.

In the event that VFSG or any of its Subsidiaries or its Consolidated Affiliated Entities repurchases, redeems or otherwise acquires any outstanding VFSG Shares where the cash and value of any other consideration included in the payment per share of VFSG Shares exceeds the Existing Valuation per VFSG Share, the Exchange Rate shall be increased, concurrently with such repurchase, redemption or acquisition based on the following formula:

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where:

If VFSG issues or sells, or is, in accordance with this Clause 3.3.4, deemed to have issued or sold, any new VFSG Shares for a consideration per share less than the Existing Valuation per VFSG Share, then, upon such issuance or sale (or deemed issuance or sale), the Exchange Rate shall be adjusted based on the following formula:

where:

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For purposes of this Clause 3.3.4, the following shall also be applicable:

If VFSG shall in any manner grant (whether directly or by assumption in a merger or otherwise) or issue any Options or Convertible Securities, whether or not such Options or Convertible Securities are immediately exercisable, then the total maximum number of VFSG Shares issuable upon the exercise of such Options, or in the case of Convertible Securities or Options therefor, upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon exercise of such Options, shall be deemed to have been issued as of the date of granting or issue of such Options or Convertible Securities, at a price per share equal to the amount determined by dividing (A) the total amount, if any, received or receivable by VFSG as consideration for the granting or issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration payable to VFSG upon the exercise of all such Options or Convertible Securities, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (B) the total maximum number of VFSG Shares deemed to have been so issued. Except as otherwise provided in Clause 3.3.4(ii) (Change in Option Price or Conversion Rate of Previously Adjusted Options or Convertible Securities) below, no adjustment of the Exchange Rate shall be made upon the actual issuance of such VFSG Shares or of such Convertible Securities upon exercise of such Options or upon the actual issuance of such VFSG Shares upon conversion or exchange of such Convertible Securities.

Grants or issuances of ESOP Options shall not result in an adjustment to the Exchange Rate pursuant to this Clause 3.3.4 unless and until ESOP Options granted or issued, in the aggregate, reach the ESOP Threshold Percentage of the issued and outstanding VFSG Shares on a fully diluted basis (the “ESOP Threshold”). To the extent ESOP Options granted or issued, in the aggregate, exceed the ESOP Threshold, such grants or issuances in excess of the ESOP Threshold (and not the total amount of ESOP Options granted or issued in the aggregate) shall result in an adjustment to the Exchange Rate pursuant to this Clause 3.3.4. For the purpose of this Clause 3.3.4, “ESOP Options” means Options that would, if granted or issued following a Liquidity Event, fall within Clause 3.4.7(ii)(B).

If, at any time or from time to time, the terms of any Option or Convertible Security, the issuance of for which an adjustment to the Exchange Rate was effected pursuant to the terms of Clause 3.3.4 (Issuance at below the Existing Valuation per VFSG Share), are changed to provide for: (A) any increase or decrease in the maximum number of VFSG Shares issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (B) any increase or decrease in the consideration payable to VFSG upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Exchange Rate computed upon the original issue of such Option or Convertible Security shall be readjusted to such Exchange Rate as would have been obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security, but only if as a result of such adjustment the Exchange Rate then in effect is thereby increased; and on the termination of any such Option or any such right to convert or exchange such Convertible Securities for which an adjustment to the Exchange Rate was effected pursuant to the terms of Clause 3.3.4 (Issuance at below the Existing Valuation per VFSG Share), the Exchange Rate then in effect hereunder shall be decreased to the Exchange Rate that would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination (i.e., to the extent that fewer than the number of VFSG Shares deemed to have been issued in connection with such Option or Convertible Securities were actually issued), never been issued or sold or been issued or sold at such higher price, as the case may be.

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If, at any time or from time to time, the terms of any Option or Convertible Security, the issuance of which did not result in an adjustment to the Exchange Rate pursuant to the terms of Clause 3.3.4 (Issuance at below the Existing Valuation per VFSG Share) (because the consideration per share was equal to or greater than the Existing Valuation per VFSG Share then in effect or otherwise), are changed to provide for: (A) any increase or decrease in the maximum number of VFSG Shares issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (B) any increase or decrease in the consideration payable to VFSG upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, such Option or Convertible Security, as so amended or adjusted shall be deemed to have been issued effective upon such increase or decrease becoming effective. On the termination of any such Option or any such right to convert or exchange such Convertible Securities for which an adjustment to the Exchange Rate was effected pursuant to the terms of Clause 3.3.4 (Issuance at below the Existing Valuation per VFSG Share), the Exchange Rate then in effect hereunder shall be decreased to the Exchange Rate that would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued or sold or been issued or sold at such higher price, as the case may be.

If VFSG shall issue or sell, or is deemed to have issued or sold, any VFSG Shares for cash, the consideration received therefor shall be deemed to be the amount received or to be received by VFSG therefor (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with Clause 3.3.4(i) (Issuance of Rights or Options), 3.3.4(ii) (Change in Option Price or Conversion Rate of Previously Adjusted Options or Convertible Securities) and 3.3.4(iii) (Change in Option Price or Conversion Rate of Not-Previously Adjusted Options or Convertible Securities) above, as appropriate). In case any VFSG Shares shall be issued or sold, or deemed issued or sold, for a consideration other than cash, the amount of the consideration other than cash received by VFSG shall be deemed to be the Fair Market Value of such consideration received or to be received by VFSG (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with Clause 3.3.4(i) (Issuance of Rights or Options), 3.3.4(ii) (Change in Option Price or Conversion Rate of Previously Adjusted Options or Convertible Securities) and 3.3.4(iii) (Change in Option Price or Conversion Rate of Not-Previously Adjusted Options or Convertible Securities) above, as appropriate). In case any Options shall be issued in connection with the issuance and sale of other securities of VFSG or another transaction, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined by VFSG (acting reasonably and in good faith).

14

If VFSG shall take a record of the holders of its VFSG Shares for the purpose of entitling them (A) to receive a dividend or other distribution payable in VFSG Shares, Options or Convertible Securities or (B) to subscribe for, purchase or otherwise acquire VFSG Shares, Options or Convertible Securities, then such record date shall be deemed to be the date of the issuance or sale of VFSG Shares issued or sold upon the declaration of such dividend or the making of such other distribution or the granting of such right of subscription or purchase, as the case may be.

For purposes of this Clause 3.3.4, the number of VFSG Shares at any time outstanding shall not include VFSG Shares held in the treasury of VFSG so long as VFSG does not pay any dividend or make any distribution on VFSG Shares held in the treasury of VFSG, but shall include VFSG Shares issuable in respect of scrip certificates issued in lieu of fractions of VFSG Shares.

In calculating any adjustment to the Exchange Rate pursuant to this Clause 3.3.4, any Options or Convertible Securities that provide, as of the effective date of such adjustment, for the issuance upon exercise, conversion or exchange thereof of an indeterminable number of VFSG Shares shall (together with the VFSG Shares issuable upon exercise, conversion or exchange thereof) be disregarded; provided that, at such time as the number of VFSG Shares issuable upon exercise, conversion or exchange of such Options or Convertible Securities becomes determinable, the Exchange Rate shall be adjusted as provided in Clause 3.3.4(ii) (Change in Option Price or Conversion Rate of Previously Adjusted Options or Convertible Securities) above.

If VFSG determines in its sole opinion that an adjustment should be made to the Exchange Rate as a result of one or more events or circumstances not referred to in this Clause 3.3, VFSG shall, acting reasonably, determine as soon as practicable what adjustment (if any) to the Exchange Rate is fair and reasonable to take account thereof, if the adjustment would result in an increase in the Exchange Rate, and the date on which such adjustment should take effect and upon such determination by VFSG such adjustment (if any) shall be made and shall take effect in accordance with such determination, provided that where the events or circumstances giving rise to any adjustment pursuant to this Clause 3.3 have already resulted or will result in an adjustment to the Exchange Rate or where the circumstances giving rise to any adjustment arise by virtue of events or circumstances which have already given rise or will give rise to an adjustment to the Exchange Rate, such modification (if any) shall be made to the operation of the provisions of this Clause 3.3 as may be determined by VFSG to be appropriate to give the intended result, provided that an adjustment shall only be made pursuant to this Clause 3.3.5 if it would result in an increase to the Exchange Rate.

15

The Exchange Rate shall be adjusted from time to time by VFSG if any of the following events described in this Clause 3.4 occurs on or after a Liquidity Event, except that VFSG shall not make any adjustments to the Exchange Rate if Bondholders participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the VFSG Shares and solely as a result of holding the Bonds, in any of the transactions described in this Clause 3.4, without having to exchange their Bonds, as if they held a number of VFSG Shares equal to the Exchange Rate in respect of each U.S.$1,000,000 of principal amount of Bonds held by such Bondholder.

If VFSG issues VFSG Shares as a dividend or distribution on the VFSG Shares, or if VFSG effects a share split or share combination, the Exchange Rate shall be adjusted based on the following formula:

where,

Any adjustment made under this Clause 3.4.1 shall become effective immediately after the open of business on the Ex-Dividend Date for the VFSG Shares for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Clause 3.4.1 is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared.

If VFSG issues to all or substantially all holders of the VFSG Shares (other than in connection with a stockholder rights plan) any Options entitling them, for a period of not more than [***] calendar days after the announcement date of such issuance, to subscribe for or purchase or otherwise acquire VFSG Shares at a price per VFSG Share that is less than the average of the Last Reported Sale Prices of the VFSG Shares, as the case may be, for the [***] consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall be increased based on the following formula:

16

where,

Any increase made under this Clause 3.4.2 shall be made successively whenever any such Options are distributed and shall become effective immediately after the open of business on the Ex-Dividend Date for the VFSG Shares for such issuance. To the extent that VFSG Shares are not delivered after the expiration of such Options for which an adjustment to the Exchange Rate was effected pursuant to the terms of Clause 3.4.2, the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect had the increase with respect to the issuance of such Options been made on the basis of delivery of only the number of VFSG Shares actually delivered. To the extent such Options are not so issued, the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect had the increase to the Exchange Rate for such issuance been made on the basis of only the Options, if any, actually issued.

For purposes of this Clause 3.4.2, in determining whether any Options entitle the holders to subscribe for, purchase or otherwise acquire VFSG Shares at a price per VFSG Share that is less than such average of the Last Reported Sale Prices of the VFSG Shares, for the [***] consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such VFSG Shares, there shall be taken into account the amount of any cash consideration and the Fair Market Value of non-cash consideration received by VFSG for such Options.

If VFSG distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of VFSG or Convertible Securities or Options to acquire its Capital Stock, Convertible Securities or other securities, to all or substantially all holders of the VFSG Shares, excluding (i) dividends, distributions or issuances as to which an adjustment was effected pursuant to Clause 3.4.1 (Dividends in specie, Share Splits or Share Combinations) or Clause 3.4.2 (Rights Issues of VFSG Shares), (ii) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Clause 3.4.4 (Cash Dividends), (iii) except as otherwise described below in this Deed Poll, rights issued pursuant to any stockholder rights plan of VFSG then in effect and (iv) Spin-Offs as to which the provisions set forth below in this Clause 3.4.3 shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or Convertible Securities or Options to acquire Capital Stock, Convertible Securities or other securities of VFSG, the “Distributed Property”), then the Exchange Rate shall be increased based on the following formula:

17

where,

Any increase made under the foregoing portion of this Clause 3.4.3 above shall become effective immediately after the open of business on the Ex-Dividend Date for the VFSG Shares for such distribution. If such distribution for which an adjustment to the Exchange Rate was effected pursuant to the terms of this Clause 3.4.3 is not so paid or made in full, the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually paid or made. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing increase, each Bondholder shall receive, in respect of each U.S.$1,000,000 principal amount thereof, at the same time and upon the same terms as holders of the VFSG Shares receive the Distributed Property, the amount and kind of Distributed Property such Bondholder would have received if such Bondholder owned a number of VFSG Shares equal to the Exchange Rate in effect on the record date for the VFSG Shares for the distribution.

With respect to an adjustment pursuant to this Clause 3.4.3 where there has been a payment of a dividend or other distribution on the VFSG Shares of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of VFSG, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Exchange Rate shall be increased based on the following formula:

where,

18

The adjustment to the Exchange Rate under the preceding paragraph shall occur immediately after the close of business on the last Trading Day of the Valuation Period; provided that (x) in respect of any exchange of Bonds for which a Cash Alternative Election has not been made, if the relevant Exchange Date occurs during the Valuation Period, references in the portion of this Clause 3.4.3 with respect to [***] Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including, such Exchange Date in determining the Exchange Rate and (y) in respect of any exchange of Bonds for which a Cash Alternative Election has been made in whole or part, for any Trading Day that falls within the relevant Cash Alternative Calculation Period for such exchange and within the Valuation Period, the reference to “[***]” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed between (and including, in each case) the Ex-Dividend Date for such Spin-Off and such Trading Day in determining the Exchange Rate as of such Trading Day.

For purposes of this Clause 3.4.3, rights, options or warrants distributed by VFSG to all holders of the VFSG Shares entitling them to subscribe for, purchase or otherwise acquire shares of VFSG’s Capital Stock, including VFSG Shares (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (a “Trigger Event”): (i) are deemed to be transferred with such VFSG Shares; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the VFSG Shares, shall be deemed not to have been distributed for purposes of this Clause 3.4.3 (and no adjustment to the Exchange Rate under this Clause 3.4.3 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exchange Rate shall be made under this Clause 3.4.3. If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Deed Poll, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof).

In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exchange Rate under this Clause 3.4.3 was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Exchange Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Exchange Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per VFSG Share redemption or purchase price received by a holder or holders of VFSG Shares with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of VFSG Shares as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Exchange Rate shall be readjusted as if such rights, options and warrants had not been issued.

19

For purposes of Clause 3.4.1 (Dividends in specie, Share Splits or Share Combinations), Clause 3.4.2 (Rights Issues of VFSG Shares) and this Clause 3.4.3, if any dividend or distribution to which this Clause 3.4.3 is applicable also includes one or both of a Clause 3.4.1 Distribution or a Clause 3.4.2 Distribution, then:

If any cash dividend or distribution is made to all or substantially all holders of the VFSG Shares, the Exchange Rate shall be adjusted based on the following formula:

where,

Any increase pursuant to this Clause 3.4.4 shall become effective immediately after the open of business on the Ex-Dividend Date for the VFSG Shares for such dividend or distribution. If such dividend or distribution for which an adjustment to the Exchange Rate was effected pursuant to the terms of this Clause 3.4.4 is not so paid, the Exchange Rate shall be decreased, effective as of the date the Board of Directors determines not to make or pay such dividend or distribution, to be the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing increase, each Bondholder shall receive, for each U.S.$1,000,000 principal amount of Bonds, at the same time and upon the same terms as holders of the VFSG Shares, the amount of cash that such Bondholder would have received if such Bondholder owned a number of VFSG Shares equal to the Exchange Rate on the record date for the VFSG Shares for such cash dividend or distribution.

20

If VFSG or any of its Subsidiaries or its Consolidated Affiliated Entities makes a payment in respect of a tender or exchange offer for the VFSG Shares, to the extent that the Tender/Exchange Offer Consideration included in the payment per VFSG Share exceeds the average of the Last Reported Sale Prices of the VFSG Shares over the [***] consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires, the Exchange Rate shall be increased based on the following formula:

where,

21

The adjustment to the Exchange Rate under this Clause 3.4.5 shall occur at the close of business on the [***] Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that (x) in respect of any exchange of Bonds for which a Cash Alternative Election has not been made, if the relevant Exchange Date occurs during the [***] Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references in this Clause 3.4.5 with respect to [***] or [***] in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the expiration date of such tender or exchange offer to, and including such Exchange Date in determining the Exchange Rate and (y) in respect of any exchange of Bonds for which a Cash Alternative Election has been made in whole or part, for any Trading Day that falls within the relevant Cash Alternative Calculation Period for such exchange and within the [***] Trading Days immediately following, and including the Trading Day next succeeding the expiration date of such tender or exchange offer, references with respect to [***] Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the expiration date of such tender or exchange offer to, and including, such Trading Day in determining the Exchange Rate as of such Trading Day. For the avoidance of doubt, no adjustment under this Clause 3.4.5 with will be made if such adjustment would result in a decrease in the Exchange Rate (other than, for the avoidance of doubt, any readjustment described in the immediately succeeding paragraph).

If VFSG determines in its sole opinion that an adjustment should be made to the Exchange Rate as a result of one or more events or circumstances not referred to in this Clause 3.4, VFSG shall, acting reasonably, determine as soon as practicable what adjustment (if any) to the Exchange Rate is fair and reasonable to take account thereof, if the adjustment would result in an increase in the Exchange Rate, and the date on which such adjustment should take effect and upon such determination by VFSG such adjustment (if any) shall be made and shall take effect in accordance with such determination, provided that where the events or circumstances giving rise to any adjustment pursuant to this Clause 3.4 have already resulted or will result in an adjustment to the Exchange Rate or where the circumstances giving rise to any adjustment arise by virtue of events or circumstances which have already given rise or will give rise to an adjustment to the Exchange Rate, such modification (if any) shall be made to the operation of the provisions of this Clause 3.4 as may be determined by VFSG to be appropriate to give the intended result, provided that an adjustment shall only be made pursuant to this Clause 3.4.6 if it would result in an increase to the Exchange Rate.

22

Whenever circumstances arise that would require an adjustment to the Exchange Rate as herein provided, VFSG shall promptly determine as soon as practicable what adjustment, if any, to the Exchange Rate is fair and reasonable to take account thereof and the date on which such adjustment should take effect. VFSG shall promptly prepare a notice of such adjustment of the Exchange Rate (a “Notice of Change in Exchange Rate”) setting forth (i) the adjusted Exchange Rate, (ii) the paragraph of Clause 3.3 (Adjustments to Exchange Rate—Pre-Liquidity Event) or Clause 3.4 (Adjustments to Exchange Rate—Post-Liquidity Event) pursuant to which such adjustment has been made, showing in reasonable detail the facts upon which such adjustment is based, and (iii) the date as of which such adjustment is effective. VFSG shall procure that such notice of such adjustment is promptly delivered to each Bondholder.

23

If a Bondholder disputes the calculation of VFSG of an adjustment of the Exchange Rate on or before 3:00 p.m. Vietnam time on the date falling [***] Business Days after the date of the relevant Notice of Change in Exchange Rate:

VFSG shall give not less than [***] days’ nor more than [***] days’ notice to each Bondholder of:

such closure of which shall in any event not exceed [***] days in any given year.

The notice shall state the reason for such closure, the expected date when the register will be re-opened and whether VFSG intends to give notice to Bondholders of the closure.

VFSG shall notify each Bondholder promptly if, on or after the occurrence of a Liquidity Event, the VFSG Shares cease to be listed or quoted on NYSE or NASDAQ (or any of their respective successors).

24

Upon the delivery of an Exchange Notice by a Bondholder, VFSG may make an election (a “Cash Alternative Election”) by giving notice to the relevant Bondholder by not later than the date (the “Cash Alternative Election Exercise Date”) falling [***] Trading Days following the date of the relevant Exchange Notice, to the address or email address specified in the relevant Exchange Notice to satisfy the exercise of the Exchange Right in respect of the relevant Bonds in whole or in part by making payment to the relevant Bondholder of the Cash Alternative Amount in respect of such Bonds, together with any other amounts payable by VFSG to such Bondholder pursuant to this Deed Poll in respect of, or relating to, the relevant exercise of Exchange Rights and, in the case of a Cash Alternative Election made in part, by delivering (by no later than the Exchange Settlement Deadline) such number of VFSG Shares (if any) as is specified in the relevant Cash Alternative Election notice as corresponds to the proportion of the relevant Bond(s) in respect of which the Cash Alternative Election is not made

Such notice by VFSG shall specify the number of VFSG Shares (if any) that are to be delivered in respect of the relevant exercise of Exchange Rights and the number of VFSG Shares in respect of which the Cash Alternative Amount is to be paid to the relevant Bondholder, and so that the aggregate of number of VFSG Shares to be delivered and the number of VFSG Shares in respect of which the Cash Alternative Amount is to be paid shall equal, in relation to each U.S.$1,000,000 principal amount of Bonds the subject of the relevant exercise of Exchange Rights by such Bondholder, the Exchange Rate in effect on the relevant Exchange Date.

A Cash Alternative Election shall be irrevocable and may not be withdrawn unless the relevant Bondholder consents in writing to such withdrawal.

VFSG shall pay the Cash Alternative Amount, together with any other amount as aforesaid, by not later than date falling [***] Business Days following the last day of the Cash Alternative Calculation Period (the “Cash Alternative Payment Date”) by transfer to the USD account of the Bondholder specified in the relevant Exchange Notice.

The terms of Schedule 1 (Registration Rights for VFSG Shares) are hereby incorporated into this Deed Poll.

VFSG shall, prior to the Exchange Period Commencement Date (i) designate a securities account as the Receiving Custody Account and (ii) notify each Bondholder of the details of that account.

The rights and obligations created by this Deed Poll are subject to, and supplemented by, clause 6 (Covenants of the Issuer relating to the Deed Poll Exchange Rights), clause 7 (Notices relating to the Deed Poll) and clause 10 (Adjustments to the Deed Poll Exchange Rate) of the Bond Trust Deed.

25

While any Bond remains outstanding, VFSG shall not consolidate with, merge or amalgamate into or transfer its assets substantially as an entirety to any corporation or convey or transfer its properties and assets substantially as an entirety to any person, or permit any similar transaction to occur in relation to its shares, where the effect of such transaction shall be that the existing shares of VFSG become owned by another entity and the shareholders of VFSG become shareholders in such new entity which shall hold the shares of VFSG (the consummation of any such event, a “Merger”), unless:

and, if as a result of the Merger, the VFSG Shares would be converted into, exchanged for or entitled to receive, stock, other securities, other property or assets (including cash or any combination thereof), then VFSG or the successor or purchasing company, as the case may be, shall execute a supplemental deed poll and such other necessary documentation, providing that, at and after the effective time of the transaction, the right to exchange each Bond will be changed into a right to exchange such Bond into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a Bondholder prior to such transaction would have owned or been entitled to receive upon such transaction. For the avoidance of doubt, notwithstanding any other Clause of this Deed Poll, VFSG shall not make any adjustments to the Exchange Rate pursuant to Clause 3.3 (Adjustments to Exchange Rate – Pre-Liquidity Event) in respect of warrants, shares or other securities issued by a corporation, person or other entity that is not VFSG notwithstanding that there is a subsequent Merger of, or involving, VFSG with that corporation, person or other entity.

If a Liquidity Event is completed through a listing of VFSG ADSs, then:

26

This Deed Poll shall be held by VFSG until the first date on which no Bonds are outstanding and all the obligations of VFSG under or in respect of the Bonds (including, without limitation, its obligations under this Deed Poll) have been discharged in full. VFSG hereby acknowledges the right of every Bondholder to the production of this Deed Poll.

VFSG shall pay all stamp, registration and other taxes and duties (including any interest and penalties thereon or in connection therewith) which may be payable upon or in connection with the execution and delivery of this Deed Poll, and shall indemnify each Bondholder against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax and any interest, additions to tax and penalties thereon or in connection therewith) which it may incur or which may be made against it as a result or arising out of or in relation to any failure to pay or delay in paying any of the same.

This Deed Poll shall enure to the benefit of each Bondholder and its (and any subsequent) successors and assigns, each of which shall be entitled severally to enforce this Deed Poll against VFSG.

VFSG shall not be entitled to assign or transfer all or any of its rights, benefits and obligations under this Deed Poll. Each Bondholder shall be entitled to assign all or any of its rights and benefits under this Deed Poll without the consent of VFSG.

If at any time any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the laws of any other jurisdiction shall in any way be affected or impaired thereby.

VFSG agrees and acknowledges that damages would not be an adequate remedy for breach of this Deed Poll and that each Bondholder shall be entitled to an injunction or injunctions to prevent such breach and/or to enforce specifically the performance of the terms and provisions of this Deed Poll in a court of competent jurisdiction or under any arbitral proceedings set forth in Clause 15.1 (Arbitration) in addition to any other remedy to which the Bondholder is entitled at law or in equity.

VFSG shall not be liable for any monetary damages arising from a breach of this Deed Poll and no Bondholder shall be entitled to pursue a monetary claim against VFSG arising from this Deed Poll. The sole monetary remedy of a Bondholder for breach of this Deed Poll shall be a claim against the Bond Issuer for the Relevant Amount in accordance with Bond Condition 10 (Events of Default). All rights conferred by VFSG on Bondholders under this Deed Poll are inherently limited by, and subject to, this Clause 11.

27

All notices and other communications to VFSG hereunder shall be made in writing (by registered post, courier or email) and shall be sent to VFSG at:

Address:                 No 7 Bang Lang Street 1, Vinhome Riversides Eco-Urban Area, Viet Hung Ward, Long Bien District, Ha Noi                                 City, Vietnam

Email:

Attention:

or to such other address or email address, or for the attention of such other person or department, as VFSG has notified to the Bondholders in accordance with Clause 12.2 (Notices to Bondholders)

Every notice or other communication sent in accordance with Clause 12.1.1 (Address for notices) shall be effective, upon receipt by VFSG provided, however, that if any such notice communication would take effect outside business hours or on a non-Business Day in the place of receipt then it shall be deemed to be received on the next Business Day in the place of VFSG.

Subject to Clause 12.2.2 (Following the delivery of an Exchange Notice), all notices and other communications from VFSG to Bondholders hereunder shall be made via the Bond Issuer in accordance with Bond Condition 16 (Notices).

If a Bondholder delivers a duly completed Exchange Notice in accordance with Clause 3.2.1 (Exchange Notice), all notices and other communications from VFSG to that Bondholder after the date that Exchange Notice is delivered shall be made in writing to the address (by hand, email, registered post or courier using an internationally recognized courier company) or email address specified in that Exchange Notice.

Every notice or other communication sent in accordance with this Clause 12.2.2 shall be effective:

28

provided that, in either case, if any such notice communication would take effect outside business hours or on a non-Business Day in the place of receipt then it shall be deemed to be received on the next Business Day in the place of receipt.

The Bond Trust Deed contains provisions for convening meetings of Bondholders to consider matters relating to the Bonds, including the modification of any provision of this Deed Poll. Any such modification may be made by a supplemental deed poll if sanctioned by an Ordinary Resolution and shall be binding on all Bondholders.

This Deed Poll shall be construed in accordance with, the laws of Singapore.

29

IN WITNESS whereof this Deed Poll has been executed by VFSG and is intended to be and is hereby delivered on the date stated at the beginning of this Deed Poll.

30

SCHEDULE 1

REGISTRATION RIGHTS FOR VFSG SHARES

Notwithstanding the foregoing, if the Commission prevents VFSG from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of VFSG Shares by the applicable persons or otherwise, such Registration Statement shall register for resale such number of VFSG Shares which is equal to the maximum number of VFSG Shares as is permitted by the Commission. In such event, the number of VFSG Shares to be registered for the Company shall first be reduced, and if an additional number of VFSG Shares must nonetheless still be reduced, each Bondholder named in the Registration Statement shall be reduced pro rata among all such Bondholders. For purposes of clarification, any failure by VFSG to file and effect such Registration Statement by the Exchange Period Commencement Date shall not otherwise relieve VFSG of its obligations to file or effect the Registration Statement as set forth above in this Schedule 1.

31

Notwithstanding anything to the contrary in this Deed Poll, VFSG shall not, when so advising Bondholders of such events, provide any Bondholder with any material, non-public information regarding VFSG other than to the extent that providing notice to Bondholders of the occurrence of the events listed in (i) through (iv) above may constitute material, non-public information regarding VFSG;

32

Notwithstanding anything to the contrary in this Deed Poll, VFSG shall not have any obligation to prepare any prospectus supplement, participate in any due diligence, execute any agreements or certificates or deliver legal opinions or obtain comfort letters in connection with any sales of any Exchange VFSG Shares under the Registration Statement.

If the Restricted Stock Legend is no longer required for Exchange VFSG Shares pursuant to the foregoing, VFSG shall, reasonably promptly following any request therefor from a Bondholder accompanied by such Legend Documents, deliver to VFSG’s transfer agent instructions that the transfer agent shall make a new, unlegended entry for the Exchange VFSG Shares. VFSG shall be responsible for the fees of its transfer agent and its counsel and any fees of DTC incurred in connection with such legend removal requests.

Each Bondholder agrees that, upon receipt of any written notice from VFSG of the occurrence of any Registration Statement Suspension Event during the period that the Registration Statement is effective or if as a result of a Registration Statement Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, that Bondholder shall:

33

34

VFSG shall notify each Bondholder promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this paragraph 6 of which VFSG is aware.

35

List of Omitted Schedule:

Schedule 2 – Form of Deed Poll Exchange Notice

37

Date:

[Signature Page to Deed Poll]