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Convertible Debenture

On June 28, 2024, VinFast Auto Ltd. (the “Company,” “VinFast” or “us”) entered into an amendment agreement to the securities purchase agreement (the “First Amendment to the Securities Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”), a fund managed by Yorkville Advisors Global, LP, headquartered in Mountainside, New Jersey, amending the securities purchase agreement dated December 29, 2023, between the Company and Yorkville. Such amendments will take effect from July 1, 2024. Pursuant to the First Amendment to the Securities Purchase Agreement, the Company agreed to (a) repay $25.0 million in principal amount of the convertible debenture issued to Yorkville on December 29, 2023 (the “Original Convertible Debenture”) on July 1, 2024, including all accrued interest thereon, following which the Original Convertible Debenture will be void and of no further effect; and (b) issue to Yorkville a new convertible debenture (the “New Convertible Debenture”) with a principal amount of $25.0 million on July 1, 2024, which is convertible into ordinary shares of the Company (as converted, the “Conversion Shares”), on the terms and subject to the conditions set forth therein. Except as specifically amended in the First Amendment to the Securities Purchase Agreement, the terms and conditions of the original securities purchase agreement remain unchanged.

Principal, interest and any other payments due under the New Convertible Debenture will be paid in cash on December 1, 2024 (the “Maturity Date”), unless converted by Yorkville or redeemed by us. Interest shall accrue on the outstanding principal at a rate of 4% per annum. The Company shall make monthly prepayments of $5.0 million of the principal amount, together with all accrued unpaid interest on such outstanding principal immediately prior to such prepayment date. No redemption premium shall apply to such prepayments.

Yorkville is entitled to convert any portion of the outstanding and unpaid principal of the New Convertible Debenture, together with any accrued but unpaid interest, into Conversion Shares at a conversion price of $10.00 per share, which is subject to customary adjustments pursuant to the terms and conditions of the New Convertible Debenture. Any conversions of outstanding principal shall have the effect of reducing the principal amount due on future monthly prepayment dates in reverse chronological order.

The Company has the right, but not the obligation, to redeem early a portion or all amounts outstanding under the New Convertible Debenture. The redemption amount payable by the Company will be equal to the outstanding principal actually being redeemed (after giving effect to any conversions by Yorkville prior to the relevant redemption date) on the relevant redemption date, plus a redemption premium of 5% of the principal amount being redeemed, plus all accrued and unpaid interest on the principal amount being redeemed by the Company up to, but excluding, the relevant redemption date. Any optional redemption made by the Company shall have the effect of reducing the principal due on the next monthly prepayment date by the redemption amount (including for the purpose of calculating interest accrued and payable, but not including the applicable redemption premium), with any remaining redemption amount carried forward to reduce the principal amount due on each successive prepayment date until the entire redemption amount has been applied.

On the date on which all remaining principal amount is repaid, redeemed or converted, the Company shall pay Yorkville an administrative fee of up to $730,000, subject to an agreed-upon accrual rate and reductions for early redemptions or conversions.

The registration rights agreement dated December 29, 2023, between the Company and Yorkville, and the global guaranty agreement dated December 29, 2023, by Vingroup USA, LLC in favor of Yorkville, remain unchanged and shall continue in full force and effect in accordance with the provisions thereof, except that references therein to the Original Convertible Debenture shall be deemed to be references to the New Convertible Debenture.

The foregoing descriptions of the First Amendment to the Securities Purchase Agreement and the New Convertible Debenture are qualified in their entirety by the terms and conditions of the First Amendment to the Securities Purchase Agreement and the New Convertible Debenture which are attached as Exhibit 99.1 and 99.2, respectively.

FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT

This First Amendment (this “ First Amendment ”) to the Securities Purchase Agreement, dated as of December 29, 2023 (the “ Original Securities Purchase Agreement ” and as amended, modified and supplemented by this First Amendment, the “ Securities Purchase Agreement ”), between VINFAST AUTO LTD. , a public company incorporated under the laws of Singapore (Company Registration No: 201501874G) (the “ Company ”) and YA II PN, LTD. , a Cayman Islands exempted company (the “ Buyer ” and the “ Holder ”), is entered into as of June 28, 2024 between the Company and the Buyer. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Securities Purchase Agreement.

WHEREAS , on December 29, 2023, the Company issued and sold to the Buyer a convertible debenture with an aggregate principal amount of $50,000,000, debenture number VFS-1 (the “ Original Convertible Debenture ”), for an issue price of $48,750,000.

WHEREAS , the parties to the Securities Purchase Agreement desire to amend, supplement and modify the Securities Purchase Agreement and the terms and conditions of the Original Convertible Debenture with effect from July 1, 2024 (the “ Effective Date ”).

NOW, THEREFORE , in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:

1. Partial Repayment and Replacement Debenture . On July 1, 2024: (a) the Company shall repay (i) $25,000,000 in principal amount of the Original Convertible Debenture and (ii) all accrued interest on the Original Convertible Debenture up to but excluding such date, amounting to $1,013,699, to the Holder by wire transfer in immediately available funds to the Holder’s account specified for such purpose by the Holder to the Company, following which the Original Convertible Debenture shall be henceforth void and of no further force or effect; and (b) the Company shall issue to the Buyer a convertible debenture with principal amount of $25,000,000 in the form attached hereto as Exhibit A (the “ New Convertible Debenture ”).

(a) All references to “ Convertible Debenture ” in the Securities Purchase Agreement (save for Section 1 thereof), the Registration Rights Agreement and the Guaranty shall be deemed to be references to the New Convertible Debenture.

(b) All references to “ Securities ” in the Securities Purchase Agreement shall be deemed to be references to the New Convertible Debenture and the Conversion Shares.

3. Amendment to Section 3(b) of the Securities Purchase Agreement . The definition “ Transaction Documents ” is hereby deleted in its entirety and replaced with the following:

““ Transaction Documents ” means, collectively, this Agreement, the Registration Rights Agreement, the New Convertible Debenture, that certain Global Guaranty Agreement, dated December 29, 2023, by Vingroup USA, LLC, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.”

4. Effect of First Amendment . This First Amendment shall only serve to amend, supplement and modify the Original Securities Purchase Agreement to the extent specifically provided herein. Except as specifically amended, supplemented and modified hereby, the Original Securities Purchase Agreement shall remain unchanged and the Securities Purchase Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. In the event of any conflict or inconsistency between the provisions of the Securities Purchase Agreement and the provisions of this First Amendment, the provisions of this First Amendment shall control. Whenever the Securities Purchase Agreement is referred to herein and in any other agreements, documents and instruments, such references shall be to the Securities Purchase Agreement as amended hereby and as the same may be further amended, supplemented and otherwise modified and in effect from time to time.

5. Holding Period . The New Convertible Debenture is being acquired by the Investor solely in exchange for the Original Convertible Debenture and for the purposes of determining the holding period in accordance with Rule 144, the New Convertible Debenture shall be deemed to have been acquired on December 29, 2023.

6. Governing Law . This First Amendment and the rights and obligations of the parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.

7. Counterparts . This First Amendment may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

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IN WITNESS WHEREOF , the Company and the Buyer have caused this First Amendment Agreement to be duly executed as of the date first written above.

EXHIBIT A: FORM OF NEW CONVERTIBLE DEBENTURE

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $25,000,000

Debenture Issuance Date: July 1, 2024

FOR VALUE RECEIVED, VINFAST AUTO LTD. , a public company incorporated under the laws of Singapore (Company Registration No: 201501874G) (the “ Company ”), hereby promises to pay to the order of YA II PN, LTD. , or its registered assigns (the “ Holder ”) the amount set out above as the principal amount (as reduced pursuant to the terms hereof pursuant to redemption, prepayment, conversion or otherwise, the “ Principal ”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“ Interest ”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Debenture Issuance Date (the “ Issuance Date ”) until the same becomes due and payable, whether upon the Maturity Date or acceleration, prepayment, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Convertible Debenture (including all debentures issued in exchange, transfer or replacement hereof, this “ Debenture ”) was issued pursuant to the Securities Purchase Agreement dated as of December 29, 2023 (the “ Original Securities Purchase Agreement ”), as amended and supplemented by the First Amendment dated June 28, 2024 (the “ First Amendment ” and together with the Securities Purchase Agreement and as may be amended from time to time, the “ Securities Purchase Agreement ”) between the Company and the Buyer listed on the Schedule of Buyers attached thereto. Certain capitalized terms used herein are defined in Section (14).

(a) Maturity Date . On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest and any other amounts outstanding pursuant to the terms of this Debenture. The “ Maturity Date ” shall be December 1, 2024. Other than as specifically permitted by this Debenture, the Company may not prepay or redeem any portion of the outstanding Principal and accrued and unpaid Interest.

(b) Interest Rate and Payment of Interest . Interest shall accrue on the outstanding Principal at an annual rate equal to 4.00% (“ Interest Rate ”). Interest shall be payable on the first Business Day of each month and calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.

(c) Payment Dates . Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day (and no interest on such payment will accrue in respect of the delay).

(d) Taxation . All payments of principal, premium (if any) and interest made by or on behalf of the Company will be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, duties, imposts, assessments or governmental charges, deductions or withholdings, of whatever nature imposed, assessed, levied or collected by or on behalf of Singapore or any authority thereof or therein having power to tax (“ Taxes ”), unless deduction or withholding of such Taxes is required by law. In such event, the Issuer will pay such additional amounts as will result in the receipt by the Holder of the net amounts after such deduction or withholding equal to the amounts which would otherwise have been receivable by them had no such deduction or withholding been required, except that no such additional amount shall be payable in respect of this Debenture:

(i) to the Holder (or to a third party on behalf of the Holder) who is subject to such Taxes in respect of this Debenture by reason of his having some connection with Singapore otherwise than merely by holding this Debenture or by the receipt of amounts in respect of this Debenture (including, without limitation, the Holder being a resident of, or a permanent establishment in, Singapore), or where the withholding or deduction could be avoided by the Holder making a declaration of non-residence or other similar claim for exemption to the appropriate governmental authority which the Holder is legally capable and competent of making but fails to do so; or

(ii) (in the case of a payment of principal) if the certificate in respect of this Debenture is surrendered more than thirty (30) days after the relevant date except to the extent that the Holder would have been entitled to such additional amount on surrendering the relevant certificate for payment on the last day of such period of thirty (30) days.

For the purposes of this Section, “ relevant date ” means the date on which such payment first becomes due. References in this Debenture to principal, premium and interest shall be deemed also to refer to any additional amounts which may be payable under this Debenture or any undertaking or covenant given in addition thereto or in substitution therefor.

(a) Prepayment Schedule . Beginning on August 1, 2024, and continuing on the first Business Day of each successive month (each, a “ Prepayment Date ”), the Company shall make monthly payments equal to $5,000,000 of Principal together with all accrued and unpaid Interest on the outstanding Principal under this Debenture up to, but excluding, such Prepayment Date. Any conversions made by the Holder after the Issuance Date shall have the effect of reducing the Principal amount due on any future Prepayment Date in reverse chronological order. No Redemption Premium shall apply to payments made in accordance with this Section (2)(a).

(b) Early Redemption . The Company at its option and in its sole discretion shall have the right, but not the obligation, to redeem (“ Optional Redemption ”) early a portion or all amounts outstanding under this Debenture in cash at the Redemption Amount as described in this Section; provided that the Company provides the Holder with at least 10 Scheduled Trading Days’ prior written notice (each, a “ Redemption Notice ”) of its desire to exercise an Optional Redemption. Each Redemption Notice shall be irrevocable and shall specify the date for the Optional Redemption (the “ Redemption Date ”), the outstanding Principal of the Debentures to be redeemed and the Redemption Amount applicable to such Principal. The “ Redemption Amount ” shall be an amount equal to the outstanding Principal actually being redeemed by the Company (after giving effect to any conversions with a Conversion Date prior to the Redemption Date) on the Redemption Date, plus the applicable Redemption Premium, plus all accrued and unpaid interest on the Principal amount being redeemed by the Company up to, but excluding, the relevant Redemption Date. The Holder may elect to convert all or any portion of the outstanding Principal of the Debenture plus all accrued and unpaid Interest to, but excluding, the relevant Conversion Date by delivering to the Company a Conversion Notice in accordance with Section (4)(b) hereof prior to the Redemption Date. On the Redemption Date, the Company shall deliver to the Holder the Redemption Amount by wire transfer in immediately available funds to the Holder’s account specified for such purpose by the Holder to the Company. Any Optional Redemption made by the Company after the Issuance Date pursuant to this Section (2)(b) shall have the effect of reducing the Principal amount due on the next Prepayment Date by the Redemption Amount (including for the purpose of calculating Interest accrued and payable, but not including the applicable Redemption Premium), with any remaining Redemption Amount carried forward to reduce the Principal amount due on each successive Prepayment Date until the entire Redemption Amount has been applied. Upon request from the Company by notice to the Holder, the Holder shall promptly surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company, or in the case of its loss, theft or destruction, shall provide an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture.

(c) Administrative Fee . On the last date that all remaining Principal is repaid, redeemed or converted, the Company shall pay the Administrative Fee to the Holder.

(3) EVENTS OF DEFAULT AND MANDATORY PREPAYMENT EVENTS .

(a) An “ Event of Default ”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

(i) The Company’s failure to pay to the Holder any amount of Principal, Redemption Amount, Interest, or other amounts when and as due under t