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Convertible Debenture

On December 29, 2023, VinFast Auto Ltd., (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”), a fund managed by Yorkville Advisors Global, LP, headquartered in Mountainside, New Jersey. Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell to Yorkville a convertible debenture (the “Convertible Debenture”) in the principal amount of $50.0 million, which are convertible into ordinary shares of the Company (as converted, the “Conversion Shares”) for a purchase price of $48.75 million, on the terms and subject to the conditions set forth therein. The obligations of the Company in respect of the Convertible Debenture are guaranteed by its subsidiary, Vingroup USA, LLC, pursuant to global guaranty agreement, dated December 29, 2023 (the “Global Guaranty Agreement”). On December 29, 2023, the Company issued and sold the Convertible Debenture to Yorkville.

Principal, interest and any other payments due under the Convertible Debenture shall be paid in cash on July 1, 2024 (the “Maturity Date”), unless converted by Yorkville or redeemed by the Company. Except as specifically permitted by the terms of the Convertible Debenture, the Company may not prepay or redeem any portion of the outstanding principal and accrued and unpaid interest thereunder. Subject to the terms set forth in the Convertible Debenture, at any time on or after the issuance date, Yorkville shall be entitled to convert any portion of the outstanding principal of the Convertible Debenture plus accrued and unpaid interest on such outstanding principal of the Convertible Debenture to, but excluding, the conversion date (such amount, “Conversion Amount”) into ordinary shares of the Company at the Conversion Price (as defined below). The number of Conversion Shares issuable upon conversion of the Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) the Conversion Price. The “Conversion Price” means, as of any conversion date or other date of determination and subject to adjustments set forth in the Convertible Debenture, $10.00 per ordinary share of the Company. The Conversion Price will be adjusted from time to time pursuant to the terms and conditions of the Convertible Debenture.

The Company at its option and in its sole discretion shall have the right, but not the obligation, to redeem (each, an “Optional Redemption”) early a portion or all amounts outstanding under the Convertible Debenture, provided that the Company provides Yorkville with at least ten scheduled trading days’ prior written notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption. Each Redemption Notice will be irrevocable and will specify the date for the Optional Redemption (each, a “Redemption Date”), the outstanding principal of the Convertible Debenture to be redeemed and the Redemption Amount (as defined below) applicable to such principal. With respect to any Redemption Notice, the “Redemption Amount” will 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 relevant Redemption Date) on the relevant Redemption Date, plus the applicable Redemption Premium, plus all accrued and unpaid interest on the principal amount being redeemed by the Company to, but excluding, the relevant Redemption Date. “Redemption Premium” means 5% of the principal amount being redeemed pursuant to an Optional Redemption.

Yorkville may declare the full unpaid principal amount of the Convertible Debenture, together with interest and other amounts owing in respect thereof, immediately due and payable in cash upon the occurrence of certain specified events of default and mandatory prepayment event. Upon the occurrence and during the continuance of certain specified additional interest event, interest will accrue on the outstanding principal balance of the Convertible Debenture at a rate of 8% per annum. Upon the occurrence and during the continuance of any event of default, interest will accrue on the outstanding principal balance of the Convertible Debenture at a rate of 15% per annum.

The Securities Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations by each party. The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of the Securities Purchase Agreement and as of specific dates, were solely for the benefit of the parties to such agreement and are subject to certain important limitations.

In connection with the transaction, the Company and Yorkville entered into a registration rights agreement, dated December 29, 2023 (the “Yorkville RRA”), pursuant to which the Company is required to register for resale all of the Conversion Shares. The Company is required to file an initial registration statement (the “Initial Registration Statement”) covering the resale of the Conversion Shares, by no later than the 30th calendar day following execution of the Yorkville RRA. The Company is required to file additional registration statements covering the resale by Yorkville of the Conversion Shares not covered by the Initial Registration Statement on or prior to the 30 th calendar day following receipt of a demand notice from Yorkville.

In addition, in connection with the transaction, Vingroup USA LLC enter into a global guaranty agreement (the “Global Guaranty Agreement”) in favor of Yorkville to guarantee to Yorkville the full, prompt and unconditional payment when due (whether at maturity, by acceleration or otherwise), and the performance, of all liabilities, agreements and other obligations of VinFast to Yorkville under and in relation to the Convertible Debenture.

The foregoing descriptions of the Securities Purchase Agreement, the Convertible Debenture, the Global Guaranty Agreement and the Yorkville RRA are qualified in their entirety by the terms and conditions of the Securities Purchase Agreement, the Convertible Debenture, the Yorkville RRA and the Global Guaranty Agreement which are attached as Exhibit 99.1, 99.2, 99.3 and 99.4, respectively, and which are incorporated herein by reference.

The Company expects to receive approximately $51 million of funding in cash from Asian Star Trading & Investment Pte. Ltd. (“Asian Star”), the Company’s shareholder that is majority-owned by our founder and Chairman, Mr. Pham Nhat Vuong. The cash from Asian Star came from a sale of its VinFast shares to Yorkville on December 29, 2023, which are being provided to the Company in accordance with the terms of a capital funding agreement that it previously entered into with the Company’s subsidiary, VinFast Trading and Production Joint Stock Company.

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “ Agreement ”), dated as of December 29, 2023, is between VINFAST AUTO LTD. , a public company incorporated under the laws of Singapore (Company Registration No: 201501874G) (the “ Company ”), and the investor listed on the Schedule of Buyers attached as Schedule I hereto (the “ Buyer ”).

WHEREAS , the Company and the Buyer desire to enter into this transaction for the Company to sell and the Buyer to purchase the Convertible Debenture (as defined below) pursuant to an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”) promulgated by the U.S. Securities and Exchange Commission (the “ SEC ”) thereunder;

WHEREAS , the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer, as provided herein, and the Buyer shall purchase a convertible debenture in the form attached hereto as “ Exhibit A ” (the “ Convertible Debenture ”) in the aggregate principal amount of $50,000,000 (the “ Subscription Amount ”), which shall be convertible into the Company’s ordinary shares, no par value (the “ Ordinary Shares ”) (as converted, the “ Conversion Shares ”), which shall be purchased on the date hereof (the “ Closing ”), at a purchase price equal to 97.5% of the Subscription Amount (the “ Purchase Price ”) as set forth opposite the Buyer’s name on Schedule I to this Agreement;

WHEREAS , on or before the Closing Date (as defined in Section 1(b) below), the parties hereto are to execute and deliver a Registration Rights Agreement (the “ Registration Rights Agreement ”) in the form attached hereto as “ Exhibit B ” pursuant to which the Company shall agree to provide certain registration rights to the Buyer under the Securities Act and the rules and regulations promulgated there under, and applicable state securities laws; and

WHEREAS , the Convertible Debenture and the Conversion Shares are collectively referred to herein as the “ Securities .”

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. PURCHASE AND SALE OF CONVERTIBLE DEBENTURE.

(a) Purchase of Convertible Debenture . Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from the Company at the Closing, a Convertible Debenture with principal amount corresponding to the Subscription Amount set forth opposite the Buyer’s name on Schedule I attached hereto.

(b) Closing Date . The Closing shall occur remotely by conference call and electronic delivery of documentation. The Closing shall take place at 10:00 a.m., New York time, on the first Business Day after the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and the Buyer) (the “ Closing Date ”). As used herein “ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.

(c) Form of Payment; Deliveries . By 5:00 p.m., New York time, on the date of this Agreement, the Buyer shall deliver to the Company, in immediately available funds to a bank account designated in writing by the Company, the Purchase Price for the Convertible Debenture to be issued and sold to the Buyer. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, on the Closing Date, the Company shall deliver to the Buyer, a Convertible Debenture which the Buyer is purchasing at the Closing with a principal amount corresponding with the Subscription Amount set forth opposite the Buyer’s name on Schedule of Buyers attached as Schedule I hereto, duly executed on behalf of the Company.

2. BUYER’S REPRESENTATIONS AND WARRANTIES.

The Buyer represents and warrants to the Company that, as of the date hereof and as of the Closing Date:

(a) Evaluation of Risks . The Buyer has such knowledge and experience in financial, tax and business matters as to be capable of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Securities and of protecting its interests in connection with the transactions contemplated hereby. The Buyer acknowledges and agrees that its investment in the Company involves a high degree of risk, and that the Buyer may lose all or a part of its investment.

(b) No Legal, Investment or Tax Advice from the Company . The Buyer acknowledges that it had the opportunity to review the Transaction Documents to which it is a party and the transactions contemplated by the Transaction Documents to which it is a party with its own legal counsel and investment and tax advisors. The Buyer is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s representatives or agents for legal, tax, investment or other advice with respect to the Buyer’s subscription for the Securities hereunder, the transactions contemplated by the Transaction Documents to which it is a party or the laws of any jurisdiction, and the Buyer acknowledges that the Buyer may lose all or a part of its investment.

(c) Investment Purpose . The Buyer is acquiring the Securities for its own account for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the registration requirements of the Securities Act; provided, however, that by making the representations herein, the Buyer does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with, or pursuant to, a registration statement covering such Securities or an available exemption under the Securities Act. The Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities in violation of applicable securities laws. As used herein, “ Person ” means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency

(d) Accredited Investor Status . The Buyer is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D.

(e) Reliance on Exemptions . The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

(f) Information . The Buyer and its advisors (and its counsel), if any, have had an opportunity to review the Company’s filings with the SEC and have been furnished with all materials relating to the business, finances and operations of the Company and information the Buyer deemed material to making an informed investment decision regarding its purchase of the Securities, which have been requested by the Buyer. The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its management and have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by the Buyer or its advisors, if any, or its representatives shall modify, amend or affect the Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a high degree of risk. The Buyer has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. For the transaction contemplated under the Transaction Documents, the Buyer acknowledges and agrees that the Company has not made to the Buyer, and it has not relied upon, any representations and warranties of the Company, its employees or any third party other than the representations and warranties of the Company contained in the Transaction Documents to which it is a party.

(g) Transfer or Resale . The Buyer understands that: (i) the Securities have not been registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters reasonably acceptable to the Company) that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “ Rule 144 ”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder. 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 and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, this Section 2(g).

(h) Legends . The Buyer agrees to the imprinting, so long as its required by this Section 2(h), of a restrictive legend on the Securities in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR 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.

Subject to the provision of representation letters from the Buyer and its representatives as the Company may reasonably require, certificates and book entry positions evidencing the Conversion Shares shall not bear the legend set forth above or any similar legend to substantially the same effect, (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Conversion Shares pursuant to Rule 144, (iii) if such Conversion Shares are eligible for sale under Rule 144 without volume limitations, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than two (2) Trading Days (or such earlier date as required pursuant to the Exchange Act (as defined below) or other applicable law, rule or regulation for the settlement of a trade initiated on the date the Buyer delivers transfer notification and de-legending request to the Company) following the delivery by the Buyer to the Company or the transfer agent (with notice to the Company) of a de-legending request (endorsed or with stock powers attached, and otherwise in form nec