SOCIALIST REPUBLIC OF VIETNAM

INDEPENDENCE - FREEDOM - HAPPINESS

SHARE TRANSFER CONTRACT

Number, i / J / 2015 / M-Pay / HDBCP

Pursuant to the Law on enterprises No. 68/2014/QH13 adopted by the National Assembly of
the Socialist Republic of Vietnam on 26th November 2014 and its guiding documents;

Pursuant to the Charter of M-Pay Trade And Technology Services Joint Stock Company;

Based on the needs and agreement of the two parties;

Today, 31st December 2015, at the head office of M-Pay Trade And Technology Services
Joint Stock Company (hereinafter referred to as M-Pay), address: 18th Floor, VTC Online, 18
Tam Trinh Street, Minh Khai Ward, Hai Ba Trung District, Hanoi City, we include:

A. THE TRANSFEROR:

1. Mr. Nguyen Quang Minh

ID Card No. 013108687 issued by Hanoi Public Security on 18/06/2009

Current residence: No. 9, Lane 121/48 / 10B, Group 12A, Kim Nguu Street, Thanh Luong
Ward, Hai Ba Trung District, Hanoi City, Vietnam

2. Ms. Dang Phuong Loan

ID Card No. 172009475 issued by Thanh Hoa Public Security on 28/4/2000

Current residence: No. 3 Chien Thang Lane, the Ministry of Public Security Collective, Tho
Quan Lane, Kham Thien Ward, Dong Da District, Hanoi City, Vietnam

3. Mr. Nguyen Cao Tuan

ID Card No. 010397788 issued by Hanoi Public Security on 16/5/2002

Current residence: No. 3 Nguyen Dinh Chieu Street, Nguyen Du Ward, Hai Ba Trung District,
Hanoi City, Vietnam

4. Ms. Pham Thuy Phuong

ID Card No. 011743502 issued by Hanoi Public Security on 28/3/2008

Current residence: F61- A2, Tran Quoc Toan Collective, Hang Bai Ward, Hoan Kiem District,
Hanoi City, Vietnam

5. Ms. Pham Thi Lanh

ID Card No. 012430335 issued by Hanoi Public Security on 16/10/2012

Current residence: No. 3 Chien Thang Lane, Ministry of Public Security, Tho Quan Lane,
Kham Thien Ward, Dong Da District, Hanoi City, Vietnam
6. Mr. Hoang Van Kien

ID Card No. 012471228 issued by Hanoi Public Security on 30/8/2001

Current residence: No. 28, Alley 107/6 Vinh Phuc Street, Vinh Phuc Ward, Ba Dinh District,
Hanoi City, Vietnam

Represented by: Mr. Nguyen Quang Minh

ID Card No. 013108687 issued by Hanoi Public Security on 18/06/2009

Current residence: No. 9, Lane 121/48 / 10B, Group 12A, Kim Nguu Street, Thanh Luong
Ward, Hai Ba Trung District, Hanoi City, Vietnam

And

7. Mr. Nguyen Hoang Bao

ID Card No. 024949793 issued by the HCM City Public Security on 14/05/2008

Current residence: No. 378/1 Dien Bien Phu Street, Ward 11, District 10, Ho Chi Minh City,
Vietnam

(Hereinafter referred to as the "Transferor")

B. THE TRANSFEREE

UNET EDUCATION TRAINING AND SCIENCE JOINT STOCK COMPANY

Address: Room A212, the Manor Towers, Me Tri Street, My Dinh 1 Ward, Nam Tu Liem
District, Hanoi City

Business Registration Certificate No. 0102859337 issued by the Business Registration Office -
Department of Planning and Investment of Hanoi for the first time on 11/8/2008, registered for
the 8th change on 21/11/2013

Represented by: Ms. Tran Thi Ngoc Mai

Title: Chairman of the Board of Directors

(Hereafter referred to as the Transferee)

C. THE PARTY SHOULD BE TRANSFERRED

M-PAY TRADE AND TECHNOLOGY SERVICES JOINT STOCK COMPANY

Address: 18th Floor, VTC Online, 18 Tam Trinh Street, Minh Khai Ward, Hai Ba Trung District,
Hanoi City

Business Registration Certificate No. 0101505695 issued by Business Registration Office -

Department of Planning and Investment of Hanoi for the first time on 08/12/2008, registered
for the 8th change on 13/07/2015

Represented by: Mr. Nguyen Quang Minh

Position: Director

(Hereinafter referred to as M-Pay)

(Transferor, Transferee and Owner of transferred shares hereinafter hereinafter are referred to
as the “Party” individually or the “Parties” collectively").

WHEREAS

A. The Transferor is all shareholders owning 500,000 shares, representing 100% of the M-Pay
charter capital ("Charter capital").

B. The Transferor wishes to transfer a portion of existing shares at M-Pay to the Transferee
and the Transferee wishes to receive this partial transfer from the Transferor in compliance
with the conditions and commitments of the Parties under this Contract.

Therefore, after discussion and negotiation, the Parties hereto agree to enter into this SHARE
TRANSFER CONTRACT ("CONTRACT") with the following terms and conditions:

Article 1. Transfer of share

1.1 In accordance with the terms and conditions set forth in this Contract, the Transferor
agrees to transfer to the Transferee, and the Transferee agrees to receive transfer of 300,000
shares from the Transferor, equivalent to 60 % of Charter capital that the Transferor has
owned and held at M-Pay ("Transferred shares").

1.2 Detailed information about the transferring shareholders, the number of shares transferred
by each shareholder shall be specified in Appendix 1 of this Contract (Annex 1: Transferring
shareholders), accordingly, each party of the Transferor will transfer 60% of the shares held
by that shareholder and owned at M-Pay to the Transferee.

Article 2. Transfer value

The Parties hereby agree to determine the value of the Transferred shares by the revenue
from the exploitation of the SSC Project within the time limit set forth in Article 3.2 of this
Agreement ("Transfer value"). The entire Transfer value under this Article shall be paid by the
Transferee to the Transferor according to the methods specified in Articles 3.1, 3.4 and 4.2 of
this Agreement.

Article 3: Method of payment

3.1 The Parties hereby agree and acknowledge that the entire Transfer value shall be paid by
the Transferee to the Transferor by the following method: The Transferee assigns the
Transferor all ownership of the revenue from the exploitation of (i) the SCC Project (including
10 subprojects belonging to the Project, hereinafter referred to as the "SCC Project") and the
subprojects under the Project shall be clearly stated in the Project 's copyright ownership
certificate (enclosed with details of 10 SCC Subprojects), as well as their rights and
obligations arising out from and in connection with the SCC Project – School Fee Collection,
these projects aim to integrate science and technology into the fields of financial management,
teaching and learning within the education system that the Transferee is the investor of SCC
Project. When the schools participate in the SCC Project, the revenues and expenditures of
the school and parents in cash will be gradually transferred via bank transfer through the
collection and payment service, (ii) Transactions, contracts signed by the Transferee with
partners and customers for the implementation of SCC Project. Revenues from subprojects
under the SCC Project confirmed by the Project’s suppliers are also under the management
and operation of M-Pay. Customer relations, information related to customers of 6 subjects
(Education Management, Department of Education and Training, Department of education,
Rector, Teachers, students, parents) will also be transferred by the Transferor with the Project
ownership to M-Pay under this Agreement. In order to ensure the exploitation and
management of revenues from the project, the Transferee will transfer the Project ownership
to M-Pay so that M-Pay can carry out the management and operation. All revenues from the
project, after deducting the costs of implementing software, interfaces, payment gateway,
technology solutions implemented by M-Pay (with the value in 03 years is not more than ND
60.000.000.000 (Sixty billion Vietnamese Dong) Hereinafter referred to as "Expenses for
technology solution"), will be transferred by M-Pay to the Parties of Transferor hereunder
(excluding the Transferee within the time limit specified in Article 3.3 of this Agreement) which
is equivalent to the proportion of shares transferred by each Party of Transferor to the
Transferee under this Contract. To avoid misunderstanding, revenues from the project of M-
Pay will not deduct any costs other than "Expenses for technology solution". "Expenses for
technology solution" will be committed by the transferee to make advance payment of the
cash flow (possibly in the form of a loan) in accordance with the M-Pay plan. After the time
limit specified in Article 3.2, the Project ownership will be formally and fullly transferred for M-
Pay.

3.2 The Transferee undertakes and warrants to the Transferee that the total proceeds from
the operation of the Subfunds shall be at least equal to the Transfer Value of the transfer
shares on principle: after three years from the date of transfer of ownership of the Scheme,
the total revenue from the exploitation of this Scheme shall be at least

110.0. VND (one hundred and ten billion). The Parties hereby undertake that the revenue in
the first year of operation of the SSC Scheme upon completion of the assignment will be used
to pay for M-Pay's liabilities and financial obligations but not to exceed over VND
10,000,000,000.