SHARE PURCHASE AGREEMENT between VNG LIMITED, AS BUYER; and THE SELLERS NAMED HEREIN relating to the purchase and sale of ORDINARY SHARES OF VNG CORPORATION DATED AS OF JUNE 22, 2022

RECITALS

ARTICLE 1: DEFINITIONS AND INTERPRETATION

ARTICLE 2: PURCHASE AND SALE

ARTICLE 3: REPRESENTATIONS AND WARRANTIES OF SELLERS

ARTICLE 4: REPRESENTATIONS AND WARRANTIES OF BUYER

ARTICLE 5: COVENANTS OF THE PARTIES PENDING CLOSING AND POST-CLOSING

ARTICLE 6: CONDITIONS TO CLOSING

ARTICLE 8: MISCELLANEOUS

EXHIBIT A: AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF VNG LIMITED

EXHIBIT B: SHAREHOLDERS AGREEMENT OF VNG LIMITED

EXHIBIT C: FORM OF SHARE SECURITY AGREEMENT

The following terms, as used herein, have the following meanings:

The words “hereof’, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,: whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement are to that agreement as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law.

Upon the terms and subject to the conditions of this Agreement, each Seller agrees to sell to ▇▇▇▇▇, and ▇▇▇▇▇ agrees to purchase from each Seller, such Seller’s Shares at the Closing. The purchase price for each Seller’s Shares shall be paid as provided in Section 2.4.

The closing (the “Closing”) of the purchase and sale of the Shares hereunder shall take place as soon as possible, but in no event later than 10 Business Days, after satisfaction or, to the extent permissible, waiver by the party or parties entitled to the benefit of the conditions set forth in Article 6 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing), or at such other time or place as Buyer and Sellers may agree.

At the Closing, each Seller shall deliver to VNG certificates for the Shares set forth opposite the Seller’s name in Schedule 1 hereto, and shall request that VNG deliver to Buyer share certificates reflecting Buyer as the registered shareholder for such Shares.

Against delivery of such certificates for the Shares, Buyer shall pay the purchase price for the Shares as follows:

at the Closing, Buyer shall issue to each Seller (or to an Affiliate thereof specified in writing by the relevant Seller) such number of Class A Ordinary Shares and such number of Class A Contingent Shares as are set forth opposite the Seller’s name in Schedule 1 hereto and concurrently deliver to each Seller (or, as applicable, Affiliate thereof) a certified true copy of the register of members of Buyer evidencing the Seller (or, as applicable, Affiliate thereof) as the owner of such number of Class A Ordinary Shares and such number of Class A Contingent Shares;

at the Closing, Buyer shall procure that VNG (x) pays to the Vietnam tax authorities, on behalf of each Seller, the securities transfer tax and any other tax payable by the Seller in relation to purchase and sale of the Shares hereunder and (y) provides promptly to each Seller a receipt of such payment and any tax filing made on behalf of the Seller. The obligations of the Buyer contained in this clause (b) are expressly covered by the special tax indemnity provided by VNG to the Sellers in its acknowledgement of this Agreement, below; and

no later than 330 days after the Closing and, in any event, substantially concurrently with the closing of the IPO and simultaneously initiating the process with respect to each Seller, Buyer shall pay to each Seller the relevant Deferred Consideration Component, in immediately available VND funds by wire transfer, into the Seller’s indirect investment capital account in Vietnam (as designated by the Seller by notice to the Buyer no later than the Closing).

The Class A Ordinary Shares and Class A Contingent Shares referred to in Section 2.4(a) shall be issued to the Sellers for their nominal value set forth in the Articles of Buyer.

Subject to Section 7.2, there shall be no post-Closing adjustment to the purchase price described in Section 2.4.

Each Seller and VNG hereby waives any and all rights and claims that it may have under the Organizational Documents of VNG or otherwise in respect of the purchase and sale of the Shares of the Sellers pursuant to this Agreement.

Organization and Standing. To the extent that the Seller is not an individual, the Seller is an entity duly organized or lawfully formed, validly existing, and in good standing under the laws of the jurisdiction in which it is formed, in all material respects.

Authorization; Binding Agreement. The Seller possesses full power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (a) have been duly and validly authorized by the board of directors (or equivalent body) of the Seller, if applicable, and (b) no other proceedings, consents or agreements, other than as set forth elsewhere in the Agreement, on the part of the Seller are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Seller and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to, as to enforceability, the discretion of the court from which such relief may be sought and general principles of equity. No other proceedings on the part of the Seller are necessary to approve and authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

Governmental Approvals. As of the date of this Agreement, no consent of or notice to any Governmental Authority, on the part of the Seller, is required to be obtained or made in connection with the execution, delivery or performance by the Seller of this Agreement or the consummation by the Seller of the transactions contemplated hereby, other than (a) any filings, notifications, notices, submissions or applications and clearances, approvals, or orders required under antitrust laws, or the expiration or termination of any waiting or review periods thereunder, (b) such filings as contemplated by this Agreement (including the registration of the mortgages with the VSD pursuant to Section 5.3(c), the registration of the transfer of the Shares pursuant to Section 6.1(b) and any filings required to be made with the Registrar of Companies in the Cayman Islands), (c) any filings required by a stock exchange or securities regulator with respect to the transactions contemplated by this Agreement, (d) applicable requirements, if any, of the Securities Act, the Exchange Act, and/or any state “blue sky” securities laws, and the rules and regulations thereunder, and (e) where the failure to obtain or make such consents or to make such filings or notifications, have not had and would not, individually or in the aggregate, reasonably be expected to be material to Seller or to prevent Seller to consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution and delivery by the Seller of this Agreement, the consummation by the Seller of the transactions contemplated hereby, and compliance by the Seller with any of the provisions hereof, shall not: (a) conflict with or violate any provision of the Organizational Documents of the Seller that is not an individual; (b) as of the date of this Agreement (subject to obtaining the consents from Governmental Authorities referred to in Section 3.3, including the waiting periods referred to therein having expired and approvals, clearances and any condition precedent to such consent or waiver having been satisfied) conflict with or violate any law, Governmental Order or consent applicable to such party or any of its properties or assets; (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation, revocation or modification of, (iv) accelerate the performance required by such Person under, any of the terms, conditions or provisions of, any Contract or permit; or (d) result in the creation of any Lien upon any property or assets of the Seller, except for any deviations from any of the foregoing clauses (b) or (c) that have not had and would not reasonably be expected, individually or in the aggregate, to prevent Seller to consummate the transactions contemplated by this Agreement.

Ownership. As of the date of this Agreement, the Seller has good and valid title to and is the sole and exclusive owner of, the Shares set forth opposite the Seller’s name on Schedule 1 hereto. If the Seller is an individual, no spousal or partner’s consent is required to transfer and to vest the title of its Shares to Buyer. The Seller is not a party to (a) any option, warrant, purchase right or other Contract (other than this Agreement and the Organizational Documents of VNG) that would require the Seller to sell, transfer or otherwise dispose of any of the Shares set forth opposite the Seller’s name on Schedule 1 hereto or (b) any voting trust, proxy, or other contract with respect to the voting of the Shares owned by the Seller (other than the Organizational Documents of VNG). Other than the Shares set forth opposite the Seller’s name on Schedule 1 hereto, the Seller does not own or, other than pursuant to the Organizational Documents of VNG, have the right to acquire any other Shares as of the date of this Agreement. Other than the Organizational Documents of VNG, there are no shareholders’ agreements, voting trusts or other agreements or understandings to which the Seller is a party with respect to the voting of any Shares.

Litigation. To the Knowledge of the Seller, there is no action, cease and desist letter, demand, suit, litigation, proceeding, arbitration proceeding, administrative or regulatory proceeding, investigation, citation, summons or subpoena of any nature, civil, criminal, regulatory or otherwise, in law or in equity, in each case by and before a Governmental Authority, pending or threatened in writing against the Seller arising out of the Seller’s ownership of its Shares.

Investment Intent.

The Seller understands and acknowledges that the acquisition of the Class A Ordinary Shares and Class A Contingent Shares involves substantial risk. The Seller can bear the economic risk of its investment (which the Seller acknowledges may be for an indefinite period) and has such knowledge and experience in financial or business matters that the Seller is capable of evaluating the merits and risks of its investment in the Class A Ordinary Shares and Class A Contingent Shares.

The Seller is acquiring the Class A Ordinary Shares and Class A Contingent Shares set forth opposite the Seller’s name on Schedule 1 hereto for its own account, for investment purposes only and not with a view toward, or for sale in connection with, any distribution thereof, or with any present intention of distributing or selling the Class A Ordinary Shares and Class A Contingent Shares, in each case, in violation of the Securities Act or any other Applicable Law.

The Seller qualifies either as (i) an “accredited investor,” as such term is defined in Rule 501(a) promulgated pursuant to the Securities Act or (ii) not a “U.S. Person” as defined in Rule 902 of Regulation S promulgated pursuant to the Securities Act.

The Seller understands and acknowledges that the issuance, sale or resale of the Class A Ordinary Shares and Class A Contingent Shares has not been registered under the Securities Act, any United States state securities laws or any other applicable foreign law. The Seller acknowledges that such securities may not be transferred, sold, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any other provision of applicable United States federal, United States state, or other law or pursuant to an applicable exemption therefrom.

Finders’ Fees. No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by the Seller, or any of its representatives, for which ▇▇▇▇▇ has any obligation.

Organization and Standing. Buyer is an exempted company duly incorporated with limited liability, validly existing and in good standing under the laws of the Cayman Islands. Buyer has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so licensed or qualified has not been and would not reasonably be expected to be, individually or in the aggregate material to Buyer or prevent Buyer to consummate the transactions contemplated by this Agreement. The Organizational Documents of Buyer in the form to be in effect at the Closing are attached as Exhibit A and Exhibit B hereto, and there are no other Organizational Documents of Buyer immediately after Closing other than those attached as Exhibit A and Exhibit B hereto. Buyer is not in violation of any provision of its Organizational Documents as in effect on the date hereof and will not be in violation of any provision of its Organizational Documents as in effect at the Closing.

Authorization; Binding Agreement. ▇▇▇▇▇ has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors and shareholders of Buyer and no other corporate proceedings are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇ and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to, as to enforceability, the discretion of the court from which such relief may be sought and general principles of equity.

Governmental Approvals. No consent of or notice to any Governmental Authority, on the part of Buyer, is required to be obtained or made in connection with the execution, delivery or performance by Buyer of this Agreement or the consummation by Buyer of the transactions contemplated hereby, other than (a) such filings as contemplated by this Agreement (including the registration of the mortgages with the VSD pursuant to Section 5.3(c), the registration of the transfer of the Shares pursuant to Section 6.1(b) and all filings required to be made with the Registrar of Companies in the Cayman Islands), (b) any filings required by a stock exchange or securities regulator with respect to the transactions contemplated by this Agreement, (c) applicable requirements, if any, of the Securities Act, the Exchange Act, and/or any state “blue sky” securities laws, and the rules and regulations thereunder, and (d) where the failure to obtain or make such consents or to make such filings or notifications, has not been and would not reasonably be expected to be, individually or in the aggregate material to Buyer or prevent Buyer to consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution and delivery by Buyer of this Agreement, the consummation by Buyer of the transactions contemplated hereby, and compliance by Buyer with any of the provisions hereof shall not: (a) conflict with or violate any provision of Buyer’s Organizational Documents; (b) subject to obtaining the consents from Governmental Authorities referred to in Section 4.3 and any condition precedent to such consent or waiver having been satisfied, conflict with or violate any law, Governmental Order or consent applicable to Buyer or any of its properties or assets; (c) as of the date of this Agreement (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by Buyer under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than transfer restrictions under applicable securities laws and the applicable Organizational Documents of Buyer) upon any of the properties or assets of Buyer under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Contract of Buyer; or (d) result in the creation of any Lien upon any properties or assets of Buyer, except for any deviations from any of the foregoing clauses (b) or (c) that has not been and would not reasonably be expected to be, individually or in the aggregate material to Buyer or prevent Buyer to consummate the transactions contemplated by this Agreement.

Ownership. Prior to giving effect to the transactions contemplated by this Agreement, ▇▇▇▇▇ does not own any Equity Interests in any other Person.

Class A Ordinary Shares and Class A Contingent Shares. Other than the issuance of a single Class A Ordinary Share in connection with the formation of Buyer (such share to be cancelled in connection with the transactions contemplated by this Agreement), no Equity Interest in Buyer has been issued or is outstanding. All Class A Ordinary Shares and Class A Contingent Shares to be issued and delivered to Sellers in accordance with Article 2 shall be, upon issuance and delivery, duly authorized and validly issued and fully paid and non-assessable, issued in compliance with all applicable state and federal securities laws, free and clear of all Liens, other than restrictions arising from Applicable Law, the Organizational Documents of Buyer, the provisions of this Agreement and any Liens incurred by Sellers, and the issuance of such Class A Ordinary Shares and Class A Contingent Shares pursuant hereto shall not be subject to or give rise to any preemptive rights, purchase option, call option, subscription right, rights of first refusal, or any similar right under any provision of Applicable Law, the Organizational Documents of Buyer or any Contract to which Buyer is or will be a party or otherwise bound. Each Seller shall accordingly receive good and valid title to the Class A Ordinary Shares and Class A Contingent Shares to be issued to it pursuant hereto. There are no securities or instruments issued by or to which Buyer is a party containing anti-dilution or similar provisions that will be triggered by this Agreement or the consummation by Buyer of the transactions contemplated hereby.

Finders and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from Buyer in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Buyer.

Transactions with Affiliates. There are no Contracts that are in existence as of the date of this Agreement under which there are any existing or future liabilities, indebtedness owed, or obligations between Buyer, on the one hand, and, on the other hand, any present or former director, sponsor, officer or employee or Affiliate of Buyer, or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any of the foregoing.

Business Activities. (a) Except for the transactions contemplated by this Agreement and the transactions contemplated hereby, ▇▇▇▇▇ does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the transactions contemplated hereby, ▇▇▇▇▇ has no material interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a business combination.

Taxes. (a) As of the date of this Agreement, ▇▇▇▇▇ has not engaged in activities that would give rise to a “trade or business” within the United States for United States federal income tax purposes and is not liable for United States taxation (other than withholding taxes).

Conduct of Business of Buyer. During the Interim Period, except as contemplated by this Agreement, (a) Buyer shall not engage in any business activities or enter into or become bound by any Contracts (other than this Agreement and the Shareholders Agreement), (b) Buyer shall not sell, offer, transfer, exchange, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise) any Equity Interest in Buyer, and (c) Buyer shall not issue any Equity Interests.

Notification of Certain Matters. During the Interim Period, each party hereto shall give prompt notice to the other parties if such party or its Affiliates: (a) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; (b) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non- occurrence of which has caused or resulted in or, would reasonably be expected to cause or result in, any of the conditions to set forth in Article 6 not being satisfied or the satisfaction of those conditions being materially delayed; or (c) becomes aware of the commencement or threat, in writing, of any action, cease and desist letter, demand, suit, litigation, proceeding, arbitration proceeding, administrative or regulatory proceeding, investigation, citation, summons or subpoena of any nature, civil, criminal, regulatory or otherwise, in law or in equity, in each case by and before a Governmental Authority, against such party or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such party or of its Affiliates with respect to this Agreement. No such notice shall by itself constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached

Efforts; Mortgage of the Shares.

Subject to the terms and conditions of this Agreement, each party shall use its reasonable best efforts, and shall cooperate fully with the other parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement (including the receipt of all applicable consents of Governmental Authorities) and to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the transactions contemplated by this Agreement.

As soon as reasonably practicable following the date of this Agreement, the parties shall reasonably cooperate with each other and use their respective reasonable best efforts to prepare and file with Governmental Authorities all other required notifications, filings, submissions, reports, and requests for approval or clearance of the transactions contemplated by this Agreement and to have such Governmental Authorities approve or clear the transactions contemplated by this Agreement. Each party shall give prompt written notice to the other parties if such party or any of its representatives receives any notice from such Governmental Authorities in connection with the transactions contemplated by this Agreement, and shall promptly furnish the other parties with a copy of such Governmental Authority notice.

In furtherance and not in limitation of the foregoing, the parties shall cooperate with one another and make all filings and take all other actions necessary to (i) as promptly as practicable after the Closing, register with the VSD, in favor of each Seller, a mortgage over the relevant Shares sold to Buyer by the Seller hereunder and sign all documents that would be required to allow the Seller to enforce the mortgage in accordance with the terms of the share mortgage agreement therefor, (ii) as promptly as practicable upon the mortgage becoming capable of release in the manner specified in Section 7.1, release the mortgage, and (iii) facilitate the obligation of the Sellers to make the payment as specified in Section 7.2.

Public Announcements. The parties hereto agree that no public release, filing or announcement concerning this Agreement or the transactions contemplated hereby shall be issued by any party or any of their Affiliates without the prior written consent of the other parties hereto, except as such release or announcement may be required by Applicable Law or the rules or regulations of any securities exchange (provided, however, that the party making any such release or announcement that specifically references or identifies any other party shall use commercially reasonable efforts to allow the other party reasonable time to review and comment on any such references).

Confidentiality.

Each party hereto acknowledges that this Agreement, including its Schedules and Exhibits and any amendments hereto or thereto and their existence and any negotiations in connection with them, shall be considered confidential information and shall not be disclosed by it to any Person except in accordance with the provisions set forth clause (b) below.

The confidentiality obligations set out in clause (a) above do not apply to:

information which was in the public domain or otherwise known to the relevant Person before it was furnished to the relevant Person by a party hereto or, after it was furnished to the relevant Person, entered the public domain otherwise than as a result of (x) a breach by a party hereto of this Section 5.5, or (y) a breach of a confidentiality obligation by the disclosing party, where the breach was known to that party;

information the disclosure of which is necessary in order to comply with any Applicable Law; or

any information disclosed by any party to its Affiliates, and its and their employees, bankers, financial advisers, consultants, auditors, insurers and legal or other advisers for the purpose of this Agreement and the transactions contemplated hereunder.

Conditions to Obligations of Buyer and Sellers. The obligations of Buyer and Sellers to consummate the Closing are subject to the satisfaction of the following conditions:

No provision of any Applicable Law shall prohibit the consummation of the Closing or the Reorganization, including as expressed in writing by any Governmental Authority.

All actions by or in respect of or filings with any Governmental Authority required to permit the consummation of the Closing shall have been taken, made or obtained, including (i) the approval by the Ho Chi Minh City Department of Planning and Investment of the transfer of the Shares as contemplated under this Agreement and (ii) any approval that is required from a Governmental Authority in Vietnam under the Law on Competition No. 23/2018/QH14 dated June 12, 2018 and effective from July 1, 2019.

The Articles of Buyer shall have been duly adopted and promptly after the Closing, filed by the Buyer with the Registrar of Companies in the Cayman Islands.

The Shareholders Agreement of Buyer substantially in the form attached as Exhibit B hereto shall have been duly executed by the parties thereto.

The Buyer shall have executed and delivered in escrow to the Sellers share security agreements substantially in the form attached as Exhibit C hereto, to be automatically released from escrow once the obligation of the parties contained in Section 5.3(c) of this Agreement becomes capable of performance.

Conditions to Obligations of Buyer. The obligation of Buyer to consummate the Closing is subject to the satisfaction of the following further conditions:

(i) Each Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date, (ii) the representations and warranties of the Seller contained in this Agreement (A) that are qualified by materiality shall be true at and as of the Closing Date as if made at and as of such date, and (B) that are not qualified by materiality shall be true in all material respects at and as of the Closing Date as if made at and as of such time.

Buyer shall have received all documents it may reasonably request relating to the existence and authority of each Seller for this Agreement, all in form and substance reasonably satisfactory to Buyer.

Conditions to Obligations of Each Seller. The obligation of any Seller to consummate the Closing is several and not joint and is subject to the satisfaction of the following further conditions:

The Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date, (ii) the representations and warranties of Buyer contained in this Agreement (A) that are qualified by materiality shall be true at and as of the Closing Date as if made at and as of such date, and (B) that are not qualified by materiality shall be true in all material respects at and as of the Closing Date as if made at and as of such time.

The Seller shall have received all documents it may reasonably request relating to the existence and authority of Buyer for this Agreement, all in form and substance reasonably satisfactory to the Seller.

Before Closing, (i) any steps that have been taken in respect of the Reorganization having been taken in a manner substantially consistent with the description thereof in Exhibit E to the Shareholders Agreement and (ii) no steps having been taken by Buyer or VNG that are prejudicial to or inconsistent with the Reorganization as set out in Exhibit E to the Shareholders Agreement (which would include, without any limitation, the grant of any security over the Shares other than the mortgage described in Section 5.3 above).

Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no party hereto may rely on the failure of any condition set forth in this Article 6 to be satisfied if such failure was caused by the failure of such party or its Affiliates to comply with or perform any of its covenants or obligations set forth in this Agreement.

Deemed Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Article 6 that was not satisfied as of the Closing shall be deemed to have been waived as of and from the Closing, provided that the conditions set forth in Section 6.1 shall not be capable of waiver.

Simultaneous Closing. Without prejudice to any other right or remedy that any Seller may have, no Seller shall be obligated to complete the sale of any Shares owned by that Seller unless the sale and purchase of all of the Shares contemplated to be sold and purchased under this Agreement are completed and all the obligations of the respective parties which are to be performed at Closing are performed, in each case simultaneously and in accordance with this Agreement (and if Closing does not occur, all steps taken by any Party in accordance with this Agreement in furtherance of Closing shall be unwound in accordance with Section 7.03 of the Shareholders Agreement).

Notwithstanding anything to the contrary in this Agreement, each Seller must, as a condition to the Seller’s Class A Contingent Shares to vest and become entitled to all of the rights of Class A Ordinary Shares, release the mortgage registered pursuant to Section 5.3(c) over the Shares sold by the Seller no later than five Business Days after the earlier to occur of: (i) Buyer giving notice in writing to the Seller that Buyer has filed with the U.S. Securities and Exchange Commission a “price range prospectus” for the IPO and (ii) Buyer having paid the Deferred Consideration Component to the Seller in accordance with Section 2.4(c). Release of the mortgage in this manner, and only in this manner, shall constitute the “Class A Contingent Shares Vesting Condition” for purposes of Article 14 of the Articles of Buyer.

The Class A Ordinary Shares that result from the vesting of the Class A Contingent Shares shall be subject to forfeiture in accordance with Articles 33 through 40 of the Articles of Buyer (but, for the avoidance of doubt, only upon notice being served in the manner described therein) with respect to any Seller that, within 20 Business Days after Buyer pays the Deferred Consideration Component to the Seller in accordance with Section 2.4(c), fails to pay in immediately available USD funds by wire transfer, into an account designated by Buyer of a USD amount as converted from the Seller’s Deferred Consideration Component set forth opposite the Seller’s name in Schedule 1 hereto by reference to the VND:USD spot selling rate quoted by the Joint Stock Commercial Bank for Foreign Trade of Vietnam on the date of such payment by the Seller to Buyer.

Once a Seller makes payment as specified in Section 7.2 (or provides to Buyer reasonably satisfactory evidence of such payment), the Class A Ordinary Shares of the Seller shall no longer be subject to forfeiture under clause (b) of Article 33 of the Articles of Buyer.

Survival. The representations and warranties of the parties hereto contained in this Agreement shall survive until the latest date permitted by law.

Termination.

This Agreement shall terminate automatically without further action by the parties if the Closing fails to occur within 90 Business Days after the date hereof.

This Agreement may be terminated at any time prior to the Class A Contingent Shares Vesting Condition having been satisfied: (i) by mutual written agreement of Sellers and Buyer; or (ii) if Buyer has failed to perform its obligation in Section 2.4(c), by any Seller (with respect to itself only). The party desiring to terminate this Agreement pursuant to this Section 8.2(b) shall give notice of such termination to the other parties.

This Agreement may not be terminated after Buyer has performed its obligation in Section 2.4(c).

Effect of Termination: If this Agreement is terminated as permitted by Section 8.2, such termination shall be without liability of any party (or any stockholder, member, director, officer, employee, agent, consultant or representative of such party) to any other party to this Agreement; provided that if such termination shall result from the (i) willful failure of either party to fulfill a condition to the performance of the obligations of the other party, (ii) failure to perform a covenant of this Agreement or (iii) breach by any party hereto of any representation or warranty or agreement contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other parties as a result of such failure or breach. The liability of each Seller shall be several but not joint, and therefore each Seller shall be liable only any breach of such Seller itself.

Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received) and shall be given):

if to Buyer, to:

if to Sellers or any of them, to the address, facsimile and/or e-mail provided beneath their signature to this Agreement, or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Amendments and Waivers; Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto.

Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York, without regard to the conflicts of law rules of such state.

Jurisdiction. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Section. The Tribunal shall consist of three arbitrators. Buyer shall appoint one arbitrator, Sellers who are parties to the dispute shall jointly appoint another arbitrator, and the third arbitrator, who shall act as presiding arbitrator of the Tribunal, shall be chosen by the two arbitrators appointed by or on behalf of the parties. If the third arbitrator is not chosen by the two arbitrators within thirty (30) days of the date of appointment of the later of the two party-appointed arbitrators to be appointed, the third arbitrator shall be appointed by the President of the Court of Arbitration of the Singapore International Arbitration Centre. The language of the arbitration shall be English.

Seller Employees Representative. Each party other than the Seller Employees Representative acknowledges that the Seller Employees Representative has been constituted and appointed to act as the true and lawful attorney-in-fact and exclusive agent, with full power of substitution, of certain individual employees of VNG or its subsidiaries (each, a “principal”) who have authorized the Seller Employees Representative acting for each principal and in such principal’s name, place and stead, in any and all capacities to do and perform every act and thing required, permitted, necessary or desirable to be done in connection with the transactions contemplated by this Agreement and the transactions contemplated hereby, as fully to all intents and purposes as such principal might or could do in person.

Counterparts; Effectiveness; Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.

Entire Agreement. This Agreement constitutes (and, in relation to the Class A Ordinary Shares and the Class A Contingent Shares, this Agreement and the Organizational Documents of Buyer constitute) the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Specific Performance. The parties hereby recognize, acknowledge and agree that the breach or violation of this Agreement by a party would cause irreparable damage to the other parties and that none of the parties has an adequate remedy at law. Each party shall therefore be entitled, in addition to any other remedies that may be available, to obtain specific performance of the terms of this Agreement, and appropriate injunctive relief may be applied for and granted in connection therewith. Any party seeking an order or injunction to prevent breaches of this Agreement or to enforce specifically the terms and provisions hereof shall not be required to provide, furnish or post any bond or other security in connection with or as a condition to obtaining any such order or injunction, and each party hereby irrevocably waives any right it may have to require the provision, furnishing or posting of any such bond or other security. If any action is brought by any party to enforce this Agreement, the other parties shall waive the defense that there is an adequate remedy at law.

/s/ ▇▇▇▇▇ ▇▇▇▇

/s/ ▇▇ ▇▇▇▇▇▇▇

/s/ Woo Tuck Kan

/s/ ▇▇ ▇▇▇▇▇▇▇

/s/ HAN Sack Teng

/s/ ▇▇▇ ▇▇▇ ▇▇▇▇

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

/s/ ▇▇▇▇▇ ▇▇▇▇

/s/ ▇▇▇ ▇▇▇▇ ▇▇▇

Notice details for purposes of Section 8:04:

Attention: ▇▇▇ ▇▇▇▇ ▇▇▇

Email: [***]

with a copy (which copy alone shall not constitute notice) to:

Attention: MASHK PI

Email: [***]

/s/ ▇▇▇▇▇▇▇ ▇▇▇

Notice details for purposes of Section 8:04:

Attention: ▇▇▇▇▇▇▇ ▇▇▇

Email: [***]

with a copy (which copy alone shall not constitute notice) to:

Attention: Joonyup Park

Email: [***]

/s/ ▇▇▇▇▇▇▇ ▇▇▇

Notice details for purposes of Section 8:04:

Attention: ▇▇▇▇▇▇▇ ▇▇▇

Email: [***]

with a copy (which copy alone shall not constitute notice) to:

Attention: Joonyup Park

Email: [***]

/s/ ▇▇▇▇▇▇▇ ▇▇▇

Notice details for purposes of Section 8:04:

Attention: ▇▇▇▇▇▇▇ ▇▇▇

Email: [***]

with a copy (which copy alone shall not constitute notice) to:

Attention: Joonyup Park

Email: [***]

/s/ Le ▇▇▇▇ ▇▇▇▇