AGREEMENT

No.: [REAL ESTATE CODE/YEAR/VBTT/NVH-

SHORT NAME OF CLIENT]

PROJECT
( )

PRODUCT CODE: [REAL ESTATE CODE]

1
 AGREEMENT
No.: [Real estate code/Year/VBTT/NVH-Short name of client]

This agreement (the “Agreement”) is made on [date] __ [month] __ 20__ at … by and

between:

SERVICE PROVIDER:

.............................................................................................................................COMPANY

Address:....................................................................................................................................

Phone No.: …………………….................................. Fax:...................................................

Enterprise No.:..........................................................................................................................

Account No.:............................................................................................................................

Represented by: .......................................................................................................................

Title: ........................................................................................................................................

(Under POA No. ……………… dated ……………….)1

(Hereafter called as “Party A”),

and

SERVICE USER:

Mr./Mrs.:..................................................................................................................................

Identity card/Passport No.: ……………issued by……………..on:........................................

Permanent address:...................................................................................................................

Contact address:.......................................................................................................................

Phone No.:.................................................................. Fax: ...................................................

(Hereafter called as “Party B”)

(Party A and Party B are hereinafter referred to individually as the “Party” and collectively
as the “Parties”, as the case maybe).

RECITALS:

- Party A is an entity entering into the agreement with the main investor (“Investor”) of
located at (the “Project”), accordingly, Party A is an exclusive
consultant and agent unit to research market demand with respect to the real estate
products of the Project under this Agreement.
1
Adjusted by approval of each project

2
- Party B is a customer, who demands and wishes to purchase of the real estate
(hereinafter referred to as “Real Estate”) of the Project and desires to arrange the
registration for purchase of the Real Estate as of its satisfaction of conditions for sale
and purchase under the laws.

THEREFORE, The Parties unanimously enter into this Agreement with the following
contents:

ARTICLE 1: SERVICE

1.1 Scope of service:

Party B requests and Party A agrees to provide Party B with the following service:

1.1.1. Introduction, consultant about the Real Estate (s) at the Project in accordance with
Party B’s wishes and demands in the confirmation attached hereto (the
“Confirmation”). The Confirmation constitutes an integral part of this Agreement.

1.1.2. Consulting on price, promotion, commerce policies that the Investor of Project applies
to the Real Estate in consistence with Party B’s wishes and demands.

1.1.3. Supporting Party B to select and register for purchase of Real Estate as of its
satisfaction of conditions for sale and purchase under the laws and in accordance with
Party B’s wishes and demands prescribed in the Confirmation.

1.1.4. Other related tasks for the purposes specified in Article 1.1.1, 1.1.2, 1.1.3 above if
approved by Party A based on Party B’s reasonable requests.

1.2 Service fee:

When the Transaction is confirmed as stated in Article 3.3.1 of the Agreement, Party
A shall receive a service fee paid by the Investor of Project.

ARTICLE 2: THE PARTIES’ UNDERTAKINGS

2.1. Party A undertakes to Party B as follows:

2.1.1. Party A provides Party B with sufficient information about the Project as well as the
progress of tasks for sale of the Project, based on the Investor’s approval on
information disclosure.

2.1.2. Party A implements the scope of services specified in Article 1 of this Agreement in
order to support Party B in selection of Real Estate in accordance with Party B’s
wishes and demands as being set in the forth of the Confirmation.

2.1.3. Party A stimulates the Investor to carry out the necessary tasks to sign (i) Real Estate
sale and purchase agreement; and/or (ii) other documents relating to the Real Estate
according to the reasonable needs of Party B based on the approval of the Investor;
and/or (iii) other documents at the request of the Investor in accordance with the laws
with respect to the customers who have not been qualified for Real Estate ownership
(hereinafter referred to as the “Contract”). The expected date of signing the Contract

3
 2
is (“Expected Date for Contract Signing”).

In case where over ( )3 months since the Expected Date for Contract
Signing, the Real Estate has not satisfied the conditions for sale and purchase, then
within ( )4 days after the end of the term of ( )5 months as
from the Expected Date for Contract Signing, Party B is entitled to send the notice of
unilateral termination of this Agreement and to request Party A to return Party B the
whole deposit amount and the fines being the total of the accumulated interest of the
payment installments of the Deposit [specified in Article 3.2.1 below], specifically,
the interest of each payment installment shall be calculated with the formula:

[(amount the Party A have been received of the payment installments of the
Deposit)]6 multiply multiplied the interest rate of 12-month (equivalent to 365
days) as announced by the JSC Bank for Foreign Trade of Vietnam
(Vietcombank) (published at the time Party B’s actual payment), which is
calculated for the time of the payment of the Deposit from the date Party A
7
actually received Party B’s correlative installment to the last day of the
month term as from the Expected Date for Contract Signing.

Party B agrees that, in case where the term of ( )8 days after the end of the
term of -( )9 month as from the Expected Date for Contract Signing is over
and Party B has not expressed any opinion in written, then it is deemed as that Party B
agrees to extend the Expected Date for Contract Signing to the actual date of signing
the Contract and Party A is exempted from all related liabilities; accordingly, the
Parties shall continuously perform this Agreement to the date of execution of the
Contract.

2.1.4. Once the Investor notifies about the execution of the Contract, based on the
authorization under Article 2.2.6 hereunder, Party A shall, on behalf of Party B,
register and purchase the Real Estate based on the Party B’s wishes and demands in
the Confirmation.

2.1.5. In case where Party B’s selection of Real Estate is verified “successful” by the
Investor’s notification, Party A shall ensure (i) to inform Party B of time and place for
execution of the Contract with the Investor, (ii) that the Investor shall enter into the
Contract with Party B provided that Party B has performed accurately and fully their
obligations according to the Investor’s requests, and (iii) that Party A shall, on behalf
of Party B, transfer the whole received Deposit to the Investor after deduction of Party
B’s obligations to Party A under this Agreement (if any) in order to pay for the Real
Estate’s price under the Contract signed by Party B and the Investor.

2.2. Party B undertakes to Party A as follows:

2
Adjusted by approval of each project
3
Adjusted by approval of each project
4
Adjusted by approval of each project
5
Adjusted by approval of each project
6
Adjusted by approval of each project
7
Adjusted by approval of each project
8
Adjusted by approval of each project
9
Adjusted by approval of each project

4
2.2.1. In case where the registration for selection under the Confirmation of Party B,
conducted by Party A under Article 2.1.4 herein is verified “successful” under the
Investor’s notice, Party B is obliged to enter into the Contract with the Investor.

2.2.2. Party B fully pays for the Deposit on time under this Agreement. In case where Party
B fails to perform or fails to accurately perform payment for the Deposit within 10
(ten) days as from the due date under Article 3.2 herein, Party B is obliged to pay for
the tardiness interest equal to the interest rate of 0.02%/day 10 multiplied by the
tardiness amount calculated on the period of from the due date to the Party B’s actual
payment.

For the avoidance of doubt, for the payable amount in installment 1 as stipulated at
Article 3.2.1 of this Agreement, the Party B shall timely pay to the Party A from the
day before the last day of the period that the Party B have to pay the amount of
installment 1 as stipulated in Article 3.2.1 of the Agreement, in case where the Party
B has not paid or paid in full the amount of installment 1 as regulation herein, the
Party A has the right to send a written notice to terminate this Agreement with effect
immediately for Party B, and at the same time, Party A has the right to receive a
deposit proving its financial capacity to ensure participate in any transaction with the
Real Estate from any other organization or individual, and Party B undertakes not to
make any claim, claim or dispute relating to this content.

2.2.3. Other than the first installment of the Deposit is subjected to Article 2.2.2, Party B
undertakes in case where over ( )11 days as from the due date of each
installment from the second installment onwards under Article 3.2 hereof for any
reason and Party B fails to perform or fails to accurately perform payment for the
Deposit under Article 3.2.1 and/or the foregoing late payment interest under Article
2.2.2, Party B is considered to breach material obligations under this Agreement.
12
Accordingly, from the next day following the expiry of -day term, Party A is
entitled to send Party B the notice about unilateral termination of this Agreement and
Party A is entitled to obtain the deposit for proving income for transaction with
respect to the Real Estate from any organization, individual without Party B’s claim
and petition related to this deposit and Party A shall deal with the Deposit as follows:

(i) If the amount Party B has paid according to the Deposit payment less than
20%13 (twenty percent) of the total Deposit under Article 3.1, Party A is
entitled to keep all amounts paid by Party B;

(ii) If the amount Party B has paid according to the Deposit payment from 20%14
(twenty percent) of the total Deposit under Article 3.1 or over, Party A shall
return Party B the amount after deduction of the followings: (ii.1) 50% (fifty
percent) of the total Deposit and (ii.2) An amount equal to 2% (two percent)
of the total Deposit.

10
Adjusted by approval of each project
11
Adjusted by approval of each project
12
Adjusted by approval of each project
13
Adjusted by approval of each project
14
Adjusted by approval of each project

5
2.2.4. Party B shall not request Party A to return any of the total Deposit within the term for
deposit, unless the Agreement is terminated under Article 2.2.3 or otherwise agreed
by the Parties.

2.2.5. Party B shall not cancel and/or amend the wishes and demands under the
Confirmation, unless agreed by the Party A.

2.2.6. By this Agreement, Party B agrees to authorize Party A to register for selection of the
Real Estate and carry out the procedures to meet the Party B’s wishes and demands in
the Confirmation.

2.2.7. Party B keeps confidential with respect to any information which Party B is aware of
and/or has been provided in relation to this Agreement, unless the disclosure is made
upon the consent of Party A or by decision of the competent Court or under the laws.

ARTICLE 3: DEPOSIT

3.1. Deposit

For the purpose of (i) Party B’s implementation of this Agreement and (ii) Party B’s
demonstration of financial capacity to sign the Contract when the Investor is entitled
to sell the Real Estate in accordance with the laws, Party B agrees to make a deposit
of VND […]15 (In words: […] dong) (hereinafter referred to as “Deposit”).

3.2. Deposit payment

3.2.1. The Deposit shall be paid by Party B according to the following payment schedule:

Installment No. Deposit Amount (VND) Payment term

16
Within days as from the
1st Installment
signing date of this Agreement

2nd Installment

3rd Installment

4th Installment

5th Installment

6th Installment

7th Installment

8th Installment

9th Installment Within 17

days before the
date of expected handover the
15
Adjusted by approval of each project
16
Adjusted by approval of each project
17
Adjusted by approval of each project

6
 Certificate

Total

3.2.2. Term for Deposit is calculated from the date Party A obtains the first Deposit to the
Expected Signing Date of the Contract or to the Expected Signing Date of the
Contract which had been delayed under Article 2.1.3 hereof.

3.2.3. Payment method: Party B may pay Deposit via wire transfer with account
information first written above. In case Party B is a foreign individual or organization,
the form of transfer is as above.

The time point at which Party B has paid for the correlative Deposit amount means
the time point when Party A issues a receipt voucher to Party B’s payment or Party
B’s payment amount is credited to Party A’s bank account.

3.3. Dealing with Deposit:

Unless otherwise agreed by the Parties, the paid Deposit mentioned in Article 3.2
hereof shall be dealt with in one of the following cases:

3.3.1. In case where Party A has registered with the Investor for purchase of the Real Estate
following the Confirmation of Party B under this Agreement and the Investor agrees
to sell the Real Estate based on the Party A’s registration (the “Verified
Transaction”), the Investor and Party B enter into the Contract. Accordingly, Party B
agrees to authorize Party A, on behalf of Party B, to transfer the whole Deposit to the
Investor after Party B finishes all obligations to Party A under this Agreement (if any)
for payment for the Real Estate’s price under the Contract signed by Party B and the
Investor.

3.3.2. In case where Party B has complied with Article 3.1 and 3.2 hereof, and (i) Party B
requests to terminate the Confirmation and this Agreement; or (ii) Party B declines to
enter into the Contract with the Investor after receiving Party A’s notice of execution
of the Contract, Party A has the rights (including the right to deal with the Desposit)
under Article 2.2.3 of this Agreement.

3.3.3. If Party A unilaterally terminates the Agreement in cases other than the ones stated in
this Agreement (including the termination resulted from the Force Majeure according
to Article 4 herein), the Parties shall liquidate this Agreement and Party A is obliged
to return to Party B the amount of the installments of the Deposit to the date of
liquidation and to pay for an amount equal to the amount paid by the Party B.

3.3.4. In case where the location and/or type of the Real Estate according to the Contract is
changed compared to the requirement of the Confirmation’s location or/and type of
the real estate and such inconsistence is not accepted by Party B, then the Parties shall
liquidate this Agreement and Party A is obliged to return Party B the amount received
as the installments of the Deposit along with the monetary fines being the accrued
interest on amount of the installments of the Deposit [as provided Article 3.2.1], the
interest on amount of the installments of the Deposit shall be calculated with the
formula: [the amount received as the installments of the Deposit] multiply interest18
18
Adjusted by approval of each project

7
 rate of 12-month fixed deposit as announced (equivalent to 365 days) by the JSC
Bank for Foreign Trade of Vietnam (Vietcombank) (published at the time Party B’s
actual payment) and the tardiness period of the installments of the Deposit being from
the Party A’s receipt of the amount under the installment to the date of Party A’s
notice of inconsistence herein.

3.3.5. In case where Party B’s tardiness in the Contract execution is over 30 (thirty)19 days as
from the signing date on Party A’s notice of the Contract execution, then (i) the
Investor has the right to decline enter into the Contract with Party B and; (ii) Party A
has the right to liquidate this Agreement and; (iii) Party A has the right to deduct any
amount from the Deposit for dealing with the Party B’s payables to Party A (if any)
and; (iv) Party A has the right to deal with the Deposit as provided in Article 2.2.3 of
this Agreement.

ARTICLE 4: FORCE MAJEURE

4.1 A force majeure means an event which occurs objectively and unpredictably and
cannot be able to be overcome though all necessary measures have been carried out
and all the permitted capabilities have been used. Subject to this provision, the
occurrence of the following events shall be deemed by the Parties to be a force
majeure event (“Force Majeure”):
(i) War, natural disasters or change of law of Viet Nam;
(ii) A decision made by a competent authority must be implemented by a Party.
4.2 Any case of financial difficulty is not considered a force majeure event.
4.3 Where the failure or delay in implementation of any obligations under this Agreement
shall not be considered as a breach of this Agreement or a excuse for termination of
this Agreement provided that the affected Party by the Force Majeure is obliged to:
(i) Carry out reasonable precautionary measures and necessary substitutions to
minimize the effect of Force Majeure.
(ii) Immediately notify with 15 (fifteen) days to the other Party in written about
the Force Majeure.
4.4 In the event of Force Majeure, the time for performance of the Agreement shall be
extended by the time of the Force Majeure occurrence in which the other Party is
unable to perform its obligations under the Agreement and agreed in written by the
Parties.
4.5 In the event where Force Majeure lasts more than 90 (ninety) days from the date of
issue of the notice, a Party has the right to terminate this Agreement upon a notice to
the other Party in written at least 07 (seven) days. In this case, the Parties shall
unanimously determine the work volume and pay for the work done.

ARTICLE 5: NOTICE

5.1 In case where Party B has 02 (two) persons or entities or more, all references to Party
B in this Agreement means references to each person or entity of Party B. For the
purpose of convenience, Party B’s persons or entities hereby agree to appoint the
person whose name is listed firstly in Party B as an authorized representative to
receive notices, requests, complaints or correspondences with Party A in relation to
this Agreement.

19
Adjusted by approval of each project

8
5.2 All notices, requests, complaints or correspondence sent by a Party to the other Party
in accordance with this Agreement must be made in writing and sent to the other
Party in accordance with the contact addresses as first mentioned above herein.

5.3 A Party must notify the other Party of changes of the contact addresses in
writing/email. Failing to notify of such changes shall mean that the Party who
changed the contact addresses exempts the other Party from any liabilities in relation
to notice obligations in accordance with this Agreement.

5.4 All notices, requests, complaints or correspondences sent by a Party in accordance

with this Agreement shall be deemed to be received by the other Party:

(i) On the date of delivery in case of hand delivery or signature on receipt; or

(ii) On the date when the sender receives the notice of successful dispatch in case
of delivery by fax; or

(iii) On the second date from the date of sealing the postage stamp in case of
courier or registered mail; or

(iv) On the date of sending email successfully to the provided addresses.

ARTICLE 6: EFFECT AND OTHER PROVISIONS

6.1 This Agreement is governed by and construed in accordance with the laws of Viet
Nam.

6.2 This Agreement is made upon the willing and equality principles; the Parties ensure
that they have the full capacity and competence to enter into and perform all contents
herein. For the purpose of payment for any amounts under this Agreement, such
payment shall be deemed to have been made if (i) in case of bank transfer, the payable
amount is credited to the Payee’s account, or (ii) in case of cash, Party A issues the
cash receipt with Party A’s signature, reflecting the amount received from Party B.

6.3 This Agreement takes effective as from the signing date and Party A has fully paid for
the first installment under Article 3.2 on time to the time of the Parties’ completion of
their rights and obligations, or terminated as specified in this Agreement.

6.4 In case where any provision hereof is invalid or becomes invalid or non-binding,
based on the contents and purpose hereof, the Parties shall replace such invalid or
non-binding provision with the valid and binding provision; then, such new
provision(s) shall have the same content and purpose with the replaced provision.

6.5 Any dispute arising out of or in relation with this Agreement (the “Dispute”) shall be
settled by negotiation in the good faith. In case of failure to reach the agreement in
settlement, such Dispute shall be resolved by arbitration at the Vietnam International
Arbitration Centre (VIAC) in accordance with its Rules of Arbitration.

6.6 This Agreement shall be made into 03 (three) original copies with the same validity,
Party A keeps 02 (two) copies and Party B keeps 01 (one) copy for performance.

9
In case where the Customer is a Vietnamese residing aboard or a foreigner/foreign
entity, this document shall be added 02 (two) original copies in English, each Party
keeps 01 (one) copy. The Parties agree that in case there is any discrepancy between the
English and Vietnamese versions, the Vietnamese version shall prevail.

PARTY B FOR AND ON BEHALF OF PARTY A

10
 APPENDIX 1
TO THE AGREEMENT

No: […………………………………………]

This appendix 1 of the Agreement No. ……………………/2018/VBTT/NVH-………. (the

“Appendix 1”) is made on ………… at ……………., by and between:

SERVICE PROVIDER:

.............................................................................................................................COMPANY

Address: ...................................................................................................................................

Enterprise No.: .........................................................................................................................

Account No.: ...........................................................................................................................

Represented by: .......................................................................................................................

Position: ...................................................................................................................................

(Under the POA No. ………………… dated……………………)

(Hereinafter referred to as “Party A”)

And

SERVICE USER:

Mr./Ms.: ...................................................................................................................................

ID card/Passport No.: ...………………issued by …………. on………………………..

Mr./Ms.: ...................................................................................................................................

ID card/Passport No.: ………………issued by …………. on………………………..

(Hereinafter referred to as “Party B”)

Party A and Party B are hereinafter referred to individually as the “Party” and collectively as
the “Parties”.

WHEREAS:

a. The Parties entered into the Agreement No.…………./2018/VBTT/NVH-………….dated

……….. (the “Agreement”);

b. Based on the demands and wished of the Parties in the Agreement performance, Parties
desire to amend the Agreement.

THEREFORE, the Parties agree enter into the Appendix 1 with the following contents:

11
ARTICLE 1: CONTENTS OF THE APPENDIX

1.1 Supplementing Article 2.1.6 to Article 2.1 of the Agreement with the following
contents:

“ 2.1.6. The Party A undertakes that the agreement signed between the Party B and
the Investor of the Project have the regulations of the term for handing over of
the real estate as follows:

The Investor expectedly hands over the Real Estate in [Month]……….20

The Real Estate handover shall be earlies or later than the expectation
21
handover time as above with the maximum time is months. The Party
A/Investor shall send the notification by written of the Real Estate handover to
Party B”.

1.2 Supplementing Article 2.2.8 to Article 2.2 of the Agreement with the following
contents:

“2.2.8. The Party B agrees that the Contract between the Party B and the Investor of
the Project has the regulations on payment obligations, which at least
includes:

Party B is responsible for fully and timely paying for the value of the Real
Estate, VAT, maintenance fees, financial obligations arising out from the
change of area (if any) under the Contract and taxes, fees and other expenses
(if any), which are the purchaser of the Real Estate have to pay under the law.

To clarify, the financial obligations arising from the change in area shall be
applied of the Investor’s policy at the time of the handover of the Real Estate.
Specifically:

In case where, the land area is change compared to the actual land area, then
the value of the Real Estate shall be adjusted correspondingly to the actual
handover area.

In case where, the total of actual usable area exceeds 2% (two percent)
compared to the total usable area accepted by the Parties, then the value of
the Real Estate shall be adjusted correspondingly to as the price specified at
the Contract and the total of actual handover usable area.

ARTICLE 2: GENERAL PROVISIONS

2.1 This Appendix 1 constitutes an integral part of the Agreement. From the effective date
of this Appendix, a number of provisions of the Agreement shall be
amended/supplemented as contents specified at Article 1 of this Appendix 1.

2.2 Except for the contents amended in this Appendix 1, the remaining of the Agreement
shall remain effective and binding on the Parties. In case where any conflicts or
20
Adjusted by approval of each project
21
Adjusted by approval of each project

12
 inconsistencies between this Appendix 1 and the Agreement, this Appendix 1 shall
prevail.

2.3 This Appendix 1 shall be adjusted and explained under the Vietnamese laws.

2.4 This Appendix 1 shall take effective as from the date as first written above of the
Appendix and provided that the Parties understood and signed as the follow, this
Appendix shall be terminated on the termination date of the Agreement.

This Appendix is made on 03 (three) original copies in Vietnamese with the same validity
and signed by the authorized person of each Party, the Party A keeps 02 (two) original copies,
Party B keeps 01 (one) original copy for performance.

In case where the Customer is a Vietnamese residing aboard or a foreigner/foreign entity, this
document shall be added 02 (two) original copies in English, each Party keeps 01 (one) copy.
If there is any discrepancy between the English and Vietnamese versions, the Vietnamese version
shall prevail.

FOR AND ON BEHALF OF PARTY A PARTY B

13
1