TERM SHEET

This term sheet (Term Sheet) sets out the proposed terms of ABC Fund's potential investment in Company A (the
Transaction). The Transaction remains subject to completion of financial and legal due diligence, and execution of
definitive agreements between the parties.

Parties
1 Company Company A JSC (Company)
2 Investor ABC Fund (Investor) – a Singapore-based private equity fund
3 Founders X, Y, Z
4 Business F&B sector comprising of 10 coffee shops in Ho Chi Minh city
Investment
5 Number of shares 1,000,000
6 Class of shares Class A Preference Shares
7 Post-completion 35% post completion on a fully diluted basis
shareholding

8 Subscription price USD90

per share

9 Investment Amount USD90m

10 Voting right and Each Class A Preference Share shall have customary rights, including in respect of
dividends right dividends on a pari passi basis with the ordinary shares.
11 Liquidation Liquidation Event means (a) a legally approved sale, merger or reorganization that
Preference results in a change of majority ownership of all, or substantially all, of Company's
business (whether by asset sale or sale transfer) or (b) a winding up of all, or
substantially all, of the Company's business. Upon the Liquidation Event , each Class
A Preference Share entitles its holder to:
(a) receive from the proceeds of the Liquidation Event in preference to holders
of ordinary shares three times the original subscription price per share (ie.
US$270), and then share pro-rata with other shareholders the remaining
proceeds of the Liquidation Event; or
(b) convert such Class A Preference Share into ordinary share and share
proceeds from the Liquidation Event pro-rata with other shareholders in the
Company.
12 Anti-dilution In case any equity issuance (including convertibles) is undertaken at a purchase price
per share lower than the purchase price per share of the Class A Preference Shares,
the Company shall issue such additional Class A Preference Shares to the Investor
such that the Investor's effective price per each Class A Preference Share is adjusted
to the price per share of such equity issuance.
13 Conversion The Class A Preference Shares shall be converted to ordinary shares of the Company
on a 1:1 basis (i) at the election of the Investor or (ii) automatically upon the
consummation of a qualified IPO.
Governance
14 Board The Board shall comprise of 5 directors, who will be appointed as follows:
(a) each Founder; and
(b) two appointed by the Investor.
 The Board must meet at least quarterly. A quorum for a Board meeting is any three
directors.
15 Reserved Matters The following matters may not be made either at the Board level or shareholders level
without a prior written approval of the Investor:

• adopt or vary a business plan for the Company;

• enter into any debt or financing arrangement whereby the Company gives
security over any or all of the assets of the Company above a threshold
amount;

• incur capital expenditure above a 20% in a financial year;

• issue securities, other than an excluded issue; and

• any restructure involving the Company or any of its subsidiaries.

• make any material change in the nature of the business;

• any proposal to wind-up the Company or declare it to be insolvent;

• the creation and issue of shares with rights that are superior to the rights of
shares on issue or any amendment to the rights attached to any class of
shares; and

• make any change to the charter of the Company.

Other Key Shareholders' Rights
16 Pre-emptive rights All shareholders will have pro-rata pre-emptive rights on the issue of new shares.
17 Restricted Transfer The Founder shall not transfer any share in the Company within a period of 4 years
from the date of completion of the Investor's investment, unless otherwise approved
by the Investor in writing.
18 Right of First Refusal In the event of any sale of the Founder's shares, the Investor shall be entitled to a
right of first refusal to purchase the shares included in the sale. This means that
before selling any shares to a third party, a Founder must allow the Investor to acquire
such shares on the same terms and conditions as offered by such third party.
19 Tag-along Rights All shareholders will have tag along rights with respect to a sale by any other
shareholder(s) where that sale will result in the acquirer controlling the Company. This
means that any sale of shares will be permitted only if the acquirer also acquires (on
the same terms) all of the shares of the party exercising its tag-along rights.
20 Drag-along Rights If the Investor sells any of its shares to a third party, it may drag the Founder to sell a
pro-rata portion of the Founder's shares to the third party.
21 Exit If the Company has failed to secure a qualified IPO within 5 years from completion of
the Transaction, the Investor shall have the right to:

(a) force an IPO; and/or

(b) sell all of its shares in the Company and exercise the Drag-along Right with an
offer from a third party to purchase more than the Investor’s shareholding by way of
dragging the other shareholders at any price to such third-party; and/or

(c) to require the Company and/or the Founders to redeem all of its shares at an
aggregate price equal to the higher of (i) the fair market value of such shares at the
time of redemption and (ii) a price that would give the Investor a 20% IRR on its total
shares owned by the Investors.
Confidentiality
22 Confidential The terms of this Term Sheet are confidential, and the contents of this Term Sheet, its
 Information subject matter and the subsequent negotiations and diligence exercise contemplated
by this Term Sheet may not be disclosed to any third-parties except to those parties or
individuals who have a need to know as a result of their involvement in the proposed
Transaction. Such third-parties shall include each party's affiliates and their respective
officers, directors, shareholders, employees, agents, consultants and advisors.
Conditions to the Transaction
23 Financial and legal Following execution of this term sheet, the Company will provide the Investor with all
due diligence information, access and support reasonably required for the purposes of tax, financial
and legal due diligence.
The Investor shall be under no obligation to continue with its due diligence
investigation or to complete the Transaction, if at any time, the results of the due
diligence investigation are not satisfactory to the Investor for any reason, at its sole
discretion.
24 Execution of The following transaction documents are contemplated on customary terms to
definitive agreements evidence the Transaction (including the details set out in this Term Sheet):

• Share Subscription Agreement; and

• Shareholders' Agreement.
General
25 Governing Law The Term Sheet will be governed by and construed in accordance with the laws of
Vietnam.
26 Expenses Each party is to pay its own legal and administrative expenses in connection with the
Transaction.
27 Exclusivity For a period of sixty (60) days from the date of the signing of this Term Sheet
(Exclusivity Period), the Company and its shareholders, board members, employees
and respective relatives or affiliates shall not, directly or indirectly, take any action to
solicit or support any inquiry, proposal or offer from, furnish any information to or
participate in any negotiations or discussions with, any third party, or enter into any
agreement or arrangement, regarding any equity funding or sale, without the prior
written consent of the Investor, and shall immediately inform the Investor of any such
solicitation, inquiry, proposal or offer.
28 Effect of Term Sheet This Term Sheet constitutes a statement of intent only in relation to a definitive
agreement expected to come between the Company, the Company's Shareholders
and the Investor.
Other than clauses 22, 25 and 27, this Term Sheet is non-binding and constitutes a
statement of intent only. No binding obligations arise until the definitive agreements
are signed by all parties.
No party shall be held liable for the consequences of failing to consummate the
definitive agreements.
At any time prior to the execution and delivery of a definitive agreement, any party
may elect to discontinue further negotiations hereunder for any reason (or no reason)
without liability to the other party.
Date: Ho Chi Minh City, ____________ 2024
Signed on behalf of ABC Fund by: Signed on behalf of Company A JSC by:

Name: Name:
Title: Title: