BETWEEN

LINKAGESG PTE. LTD.

AND

SOUTH TELECOMMUNICATION &

SOFTWARE JOINT STOCK COMPANY

SOFTWARE PARTNERSHIP
AGREEMENT

DATED THE DAY OF 2023

 SOFTWARE PARTNERSHIP AGREEMENT

THIS AGREEMENT is made on the day of 2023.

BETWEEN:

(1) LINKAGESG PTE. LTD. (Company Registration No. 202035635E), a company incorporated and
registered in Singapore, with its registered address at 20 Collyer Quay, #23-01, 20 Collyer Quay,
Singapore 049319 (the “LinkageSG”); and

(2) SOUTH TELECOMMUNICATION & SOFTWARE JOINT STOCK COMPANY (Company

Registration No. 0304006187), a company incorporated and registered in Vietnam with its
registered address at 136/12 Vuon Chuoi St., Ward 4, Dist. 3, Ho Chi Minh City (“South
Telecom”),

(collectively, the “Parties” and each, a “Party”).

WHEREAS:

(A) LinkageSG intends to collaborate with CEMTES INTERNATIONAL PTE. LTD. (Company
Registration No. 200701569G), a company incorporated in Singapore, with its registered
address at 38C Jalan Pemimpin, #02-03, Robert Bosch Building, Singapore 577180
(“CEMTES”) for the development, maintenance and operation of the LocStock Platform, a
cloud-based software consisting of components including:

(1) the LocStock Retailer Application;

(2) the LocStock Smart Shelf Application;

(3) the Offline to Online Application;

(4) the Management Module; and

(5) any other application(s) to be agreed by the Parties in writing,

(collectively known as the “Software”).

(B) To further the development, maintenance and operation of the Software, the Parties are
agreeable to collaborate and to carry out the development, maintenance, operation of the
Software, as well as the relevant services related thereto, in accordance with the terms and
conditions of this Agreement.

IT IS AGREED:

1. INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires:

“Acceptance Certificate” means a certificate to be issued by LinkageSG to South

Telecom in accordance with Clause 2.7;

“Acceptance Criteria” means the criteria and requirements set out in the
Technical Specifications or the criteria and requirements
as agreed by Parties in writing from time to time;

“Affiliate” in relation to any Party, means any Subsidiary or Parent

Company of that Party and any Subsidiary of that Parent
Company, in each case from time to time;

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“Business Day” means a day other than a Saturday, Sunday or Public
Holiday in Vietnam, on which banks are open in Vietnam
for general commercial business;

“Business Requirements” means the business requirements of LinkageSG in

respect of the Software to be agreed by the Parties in
writing from time to time;

“CEMTES” CEMTES INTERNATIONAL PTE. LTD. (Company

Registration No. 200701569G), a company incorporated
in Singapore, with its registered address at 38C Jalan
Pemimpin, #02-03, Robert Bosch Building, Singapore
577180;

“Claim” shall have the meaning ascribed to it in Clause 12.2;

“Commencement Date” shall have the meaning ascribed to it in Clause 14.1;

“Confidential Information” means any information supplied by either Party, or any

of their respective Connected Persons to the other Party
and any of its Connected Persons, whenever and in
whatever form, in connection with this Agreement,
including any information:

(1) relating to either Party or any of its respective

Connected Persons;

(2) contained or reflected in any report, analysis,

compilation, study or other materials prepared
by or for either Party or any of their respective
Connected Persons;

(3) relating to the existence and provisions of, or the

negotiations leading to, this Agreement;

(4) that would be regarded as confidential by a

reasonable business person; and

includes written information and information transferred

or obtained orally, visually, electronically or by any other
means;

“Connected Person” means, in relation to a Party, any Affiliate of that Party

and any officer, employee, agent, adviser or
representative of that Party or any of its Affiliates, in each
case, from time to time;

“Control” means:

(1) the power (whether by way of ownership of

shares, proxy, contract, agency or otherwise) to
direct its management and policies to control the
composition of its board of directors or
equivalent body; or

(2) ownership of more than 30% of the voting share

capital or equivalent right of ownership of that
person;

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“Costs” means losses, damages, costs (including reasonable
legal costs on an indemnity basis) and expenses
(including Taxation), in each case of any nature
whatsoever;

“Delayed Development shall have the meaning ascribed to it in Clause 2.6(a)(i);

Work”

“Development Delay Notice” shall have the meaning ascribed to it in Clause 2.6(a);

“Development Fee” shall have the meaning ascribed to it in Clause 5.2;

“Development Liquidated means the amount calculated on a daily basis (including

Damages” public holidays and non-business days), at a daily rate of
0.05% of the value of the Delayed Development Work,
capped at 8.00% of the value of the Total Development
Value;

“Development Work” means the development of the Software in accordance

with the requirements of the Technical Specifications in
all material respects, and in satisfaction of the
Acceptance Criteria, such that the Software shall fulfil the
Business Requirements;

“Fault” means Operational Faults and Vulnerabilities (including

but not limited to Known Vulnerabilities and Latent
Vulnerabilities);

“Fee” shall mean the Development Fees and the Support

Services Fees;

“Good Industry Practice” means the exercise of that degree of skill, care,
prudence, efficiency, foresight and timeliness as would
be expected from a leading company within the relevant
industry or business sector;

“Governmental Authority” means any administrative, executive, judicial, legislative,

regulatory, licensing, competition or other governmental
authority (including any Tax Authority) having applicable
jurisdiction;

“Intellectual Property means all copyright, patents, trade marks, service marks,
Rights” domain names, layout design rights, registered designs,
design rights, database rights, trade or business names,
rights protecting trade secrets and confidential
information, rights protecting goodwill and reputation,
and all other similar or corresponding proprietary rights
and all applications for the same, whether presently
existing or created in the future, anywhere in the world,
whether registered or not, and all benefits, privileges,
rights to sue, recover damages and obtain relief for any
past, current or future infringement, misappropriation or
violation of any of the foregoing rights;

“Known Vulnerabilities” includes any Vulnerability that has been disclosed on the
internet, or any public database, such that it would be
revealed by reasonable searches conducted in
accordance with Good Industry Practice;

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“Latent Vulnerabilities” means any instances of typical classes of Vulnerability
including but not limited to buffer overflows, cross-site
scripting (XSS) and Structure Query Language (SQL)
injection;

“Law” means any statute, law, rule, regulation, guideline,

ordinance, code or rule of law issued, administered or
enforced by any Governmental Authority, and any judicial
or administrative interpretation of any of these;

“Operational Faults” means the failure of the Software to operate in all

material respects in accordance with the Technical
Specifications, including any operational failure or error
referred to in Clause 3.3;

“Parent Company” means any company that, in relation to another company

(its “Subsidiary”):

(1) holds a majority of the voting rights in the

Subsidiary;

(2) is a shareholder of the Subsidiary and has the

right to appoint or remove a majority of its board
of directors;

(3) is a shareholder of the Subsidiary and controls a

majority of the voting rights in it under an
agreement with other members; or

(4) has the right to exercise a dominant influence over

the Subsidiary under the Subsidiary’s articles or a
contract authorised by its shareholders,

in each case, whether directly or indirectly through one

or more companies or other entities;

“Personal Data” means data, whether true or not, about an individual who
can be identified:

(1) from that data alone; or

(2) from that data and other information which South

Telecom has or is likely to have access;

“PDPA” means the Personal Data Protection Act 2012 of

Singapore;

“Public Holiday” means the gazetted public holidays of Vietnam;

“Resolution Time” means the time starting from the reporting of the Fault
and/or issues with the Software on the Service Ticket
System, up till the resolution of the relevant Fault or
issue;

“Response Time” means the time starting from the reporting of the Fault
and/or issues with the Software on the Service Ticket
System, up till South Telecom’s acknowledgment of
receipt of the report, in which the acknowledgment shall
be concurrently forwarded to LinkageSG;

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“Roadmap” means the roadmap set down by LinkageSG in respect
of the development of the Software annexed in Schedule
1, and (i) as agreed by Parties in writing from time to time,
and (ii) in the event of delay by South Telecom, as
revised by LinkageSG;

“Service Level” shall mean the response and resolution time set out in
Clause 3.3 and the staffing requirements under Clause
3.4;

“Service Period” means shall mean the period starting from completion of
M5 in the Roadmap up till the end of the Term;

“Service Ticket System” has the meaning ascribed to it in Paragraph 1(f) of

Schedule 2;

“SIAC” has the meaning ascribed to it in Clause 27.2;

“Software” means the Locstock Platform, a cloud-based software

consisting of components including:

(1) the LocStock Retailer Application;

(2) the LocStock Smart Shelf Application;

(3) the Offline to Online Application; and

(4) any other applications to be determined by

LinkageSG;

“Sprint Meetings” shall have the meaning ascribed to it in Clause 2.4;

“Support Hours” means seven (7) days a week, from 9:00AM to 9:00PM
of the country(ies) of deployment of the Software,
excluding Public Holidays;

“Support Service” or has the meaning ascribed to it in Schedule 2, or as

“Support Services” agreed between the Parties from time to time;

“Support Services Fees” shall have the meaning ascribed to it in Clause 5.3;

“Subsidiary” or “Subsidiary” has the meaning ascribed to it in the definition of

“Parent”;

“Targets” or “Target” has the meaning ascribed to it in Clause 2.4;

“Tax” or “Taxation” means:

(1) taxes on income, profits and gains; and

(2) all other taxes, levies, duties, imposts, charges

and withholdings in the nature of taxation,
together with all penalties, charges, fees and
interest relation to any of these or to any late or
incorrect return in respect of any of them;

“Tax Authority” means any taxing or other authority competent to impose

any Tax liability, or assess or collect any Tax;

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 “Technical Specifications” means the specifications of the Software as agreed by
the Parties in writing from time to time;

“Term” shall have the meaning ascribe to it in Clause 14.1;

“Total Development Value” means the sum of USD 5,109,243.00;

“Third Party Software” has the meaning ascribed to it in Clause 7.1;

“USD” means United States Dollars;

“Users” means the Users of the Software, each a “User”;

“Vulnerabilities” means a weakness in the computational logic (for

example, code) found in software and hardware
components that, when exploited, results in a negative
impact to confidentiality, integrity, or availability, and the
term “Vulnerabilities” shall be construed accordingly;

1.2 In this Agreement, unless the context otherwise requires or otherwise specified:

(a) references to Recitals, Clauses and Schedules are to the recitals, clauses and the
schedules of this Agreement, and the references to this Agreement shall include the
Schedules of this Agreement;

(a) the rule known as the ejusdem generis rule shall not apply and accordingly general
words introduced by the word “other” shall not be given a restrictive meaning by reason
of the fact that they are preceded by words indicating a particular class of acts, matters
or things;

(b) general words shall not be given a restrictive meaning by reason of the fact that they
are followed by particular examples intended to be embraced by the general words;

(c) words importing the singular include the plural and vice versa, words importing a
gender include every gender;

(d) the headings in this Agreement are for convenience only and shall not affect the
interpretation hereof;

(e) references to time of day are to the time in Singapore, unless otherwise stated;

(f) a reference to “writing” or “written” shall include fax and e-mail;

(g) references to a statue or statutory provision is a reference to it as amended, extended

or re-enacted from time to time; and

(h) reference to a statue or statutory provision shall include all subordinate legislation
made from time to time.

2. DEVELOPMENT OF THE SOFTWARE

2.1 LinkageSG and South Telecom shall use their best endeavours to discuss and negotiate the
Technical Specifications, the Business Requirements and the Acceptance Criteria for the
Software, so as to reasonably fulfil the various requirements of LinkageSG in respect of the
Software. Such Technical Specifications, Business Requirements and Acceptance Criteria shall
be recorded in writing and duly endorsed by the Parties.

2.2 South Telecom shall:

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 (a) develop the Software in accordance with the requirements of the Technical
Specifications in all material respects, such that the Software shall fulfil the Business
Requirements; and

(b) prepare and draw up all necessary documents, manuals, written procedures and
protocol to facilitate the operation of the Software,

(collectively, the “Development Work”).

2.3 South Telecom shall carry out the Development Work with reasonable diligence and despatch,
and with reasonable skill and expertise, such that the development of the Software is completed
in accordance with the Roadmap.

2.4 In furtherance of Clause 2.3 above, South Telecom agrees to have regular meetings with
LinkageSG (the “Sprint Meetings”):

(a) to discuss and set out the relevant targets for the Development Work (the “Targets”,
each a “Target”) to ensure that the development of the Software is completed in
accordance with the Roadmap; and/or

(b) to review work done in satisfaction of previous Targets for the Development Work,

in which:

(1) the date and format of the Sprint Meetings shall be decided by LinkageSG, upon
consultation with South Telecom; and

(2) the Sprint Meetings shall be attended by representatives of LinkageSG and South
Telecom that have the necessary authority to make decisions on behalf of the
respective Party in respect of the Development Work.

2.5 Upon completion of each milestone on the Roadmap (including but not limited to M1, M2, M3,
M4, M5, M6 and M7 of the Roadmap), or any such time to be determined by LinkageSG:

(a) LinkageSG shall be entitled to carry out testing to satisfy itself that the relevant
Development Work fulfils the Acceptance Criteria, and would satisfy the Business
Requirements and the Technical Specifications of the Software, in which such tests
shall include (but shall not be limited to) system testing, system integration testing, end
to end testing, user acceptance testing and performance testing;

(b) South Telecom shall be obliged to provide any support required by LinkageSG to
facilitate such testing under Clause 2.5(a); and

(c) in the event that LinkageSG is of the view that the relevant Development Work does
not fulfil the requirements under Clause 2.5(a):

(i) the Parties shall promptly discuss the remedial actions required and South
Telecom shall promptly undertake the necessary remedial actions for the
relevant Development Work; and

(ii) if the relevant Development Work has not been completed in accordance with
the deadline set out in the Roadmap, Clause 2.6 shall apply.

2.6 In the event that Development Work (or any part thereof) does not proceed in accordance with
the milestones set out in the Roadmap (including but not limited to M1, M2, M3, M4, M5, M6
and M7 of the Roadmap) by reason of the acts or omissions of South Telecom:

(a) LinkageSG shall be entitled to give written notice to South Telecom of such delay (the
“Development Delay Notice”), in which the notice shall:

7
 (i) state the relevant Development Work that has been delayed (the “Delayed
Development Work”);

(ii) state the date in which the Delayed Development Work was intended to be
completed;

(iii) state the value of the Delayed Development Work;

(iv) state the acts or omissions of South Telecom that has caused the delay; and

(v) enclose the Roadmap that LinkageSG is relying to state that there has been
delay in the Delayed Development Work;

(b) with the issuance of the Development Delay Notice, LinkageSG shall have the right to
recover the Development Liquidated Damages, in which the Development Liquidated
Damages shall be deemed to be a debt recoverable by LinkageSG in United States
Dollars, and LinkageSG may at its option either:

(i) require South Telecom to pay the Development Liquidated Damages in

accordance with LinkageSG’s written demand for the Development Liquidated
Damages; and/or

(ii) deduct the Development Liquidated Damages from any sum due to South
Telecom in accordance with LinkageSG’s written demand for the Development
Liquidated Damages; and

(c) the Parties hereby agree that the Development Liquidated Damages is a genuine pre-
estimate of loss insofar as the delay in the Development Work would cause LinkageSG
to suffer losses including but not limited to additional costs to support the Development
Work and/or expected profits from the timely operation of the Software, the details of
which have been made aware to South Telecom, and the Parties further agree that the
Development Liquidated Damages is not a penalty, but rather a reasonable measure
of damages, based upon the nature of the losses that LinkageSG may suffer as a result
of the delay in the Development Work.

2.7 Upon completion of the Development Work, and subject to testing by LinkageSG in accordance
with Clause 2.5 herein and LinkageSG’s satisfaction that the Software fulfils the Acceptance
Criteria, the Business Requirements and the Technical Specification, LinkageSG shall issue an
Acceptance Certificate confirming that the Development Work has been completed and that
South Telecom’s obligations under this Clause 2 (save for any outstanding obligations under
Clauses 2.6) have been completed as of the date of the Acceptance Certificate.

3. SERVICING OF SOFTWARE

3.1 This Clause 3 shall apply upon the release of the Software in its “go-live” state to the public
(namely, M5 of the Roadmap).

3.2 During the Service Period, South Telecom shall perform the Support Services in accordance
with the Service Levels and Good Industry Practice.

3.3 South Telecom shall provide the Support Service in accordance with the Response Time and
Resolution Time as specified in the table set out below:

Severity / Definition Target Response Target Resolution

Level of Fault Time Time

1 (Urgent) Production usage due to 30 minutes 4 hours

features, or supported
applications is stopped or is

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 so severely affected that
Users cannot reasonably
continue to work. Users
experience a complete loss of
service. This activity is
mission-critical for business
and emergency situations.

2 (High) Users experience a severe 30 minutes 8 hours

loss of service. Important
features are unavailable with
no acceptable workaround;
however, operations can
continue in a restricted
fashion.

3 (Medium) Users experience a minor 4 hours 12 hours

loss of service. The impact is
an inconvenience, which may (if the Target (if the Target
require a workaround to Response Time Resolution Time
restore functionality. ends outside ends outside
Support Hours, the Support Hours, the
balance hours after balance hours after
Support Hours shall Support Hours
be carried forward shall be carried
to the next calendar forward to the next
day) calendar day)

4 (Minor) LinkageSG requests To be agreed by the To be agreed by

information, an enhancement, Parties the Parties
or documentation clarification
regarding the Software but (if the Target (if the Target
there is no impact on the Response Time Resolution Time
operation of the Software. ends outside ends outside
You experience no loss of Support Hours, the Support Hours, the
service. The result does not balance hours after balance hours after
impede the operation of a Support Hours shall Support Hours
system. be carried forward shall be carried
to the next calendar forward to the next
day) calendar day)

3.4 South Telecom shall also ensure that it has at least the following personnel to carry out the
Support Services:

Role Number of Personnel

System Administrator / Operations 2

Business Analyst 1

Production Software Engineer 1

Software Developer 2

DevOp Engineer 1

3.5 South Telecom shall bear all fees and expenses incurred in connection with or arising from the
provision of Support Services, operation of the Software, and rectification of the Faults,

9
 including but not limited to Platform as a service (PaaS), Infrastructure as a service (IaaS)
expenses, and other cloud expenses in respect of the Software, unless otherwise agreed
between the Parties.

4. CHANGE CONTROL

4.1 In the event of very substantial change (to be assessed by LinkageSG) in (a) the Software, its
Business Requirements and the Technical Specifications; and/or (b) the Support Services,
LinkageSG may at any time during the Term request such a change by way of written notice to
South Telecom.

4.2 The Parties shall thereafter enter into good-faith negotiations to determine the additional fees
payable to the South Telecom for such changes as well as changes to the Roadmap (if
applicable).

5. FEES PAYABLE TO SOUTH TELECOM

5.1 In consideration of South Telecom’s performance of its obligations under this Agreement,
LinkageSG shall pay Developments Fees and Support Services Fees to South Telecom.

5.2 The Development Fees shall be payable by LinkageSG to South Telecom in the following
instalments:

No. Relevant Milestone Amount Payable (USD)

1. Completion of M1 (as defined in the Roadmap) 162,567

2. Completion of M2 (as defined in the Roadmap) 81,283

3. Completion of M3 (as defined in the Roadmap) 81,283

4. Completion of M4 (as defined in the Roadmap) 81,283

5. Completion of M5 (as defined in the Roadmap) 81,283

6. Completion of M6 (as defined in the Roadmap) 121,925

7. Completion of M7 (as defined in the Roadmap) 203,209

5.3 The Support Services Fees amounting to the sum of USD 121,925 per quarter (namely, every
3 months) shall be payable by LinkageSG to South Telecom on a quarterly basis calculated
from the start of the Service Period, in which such Support Service Fees shall be payable at
the end of each relevant quarter up till the end of the Term.

5.4 The Fees shall be paid by LinkageSG to South Telecom by way of bank transfer or such other
mode of payment to be agreed between the Parties. LinkageSG shall bear any bank charges
for payment of the fees but shall not be required to bear any Tax that may be imposed on the
Fees.

5.5 LinkageSG shall not be obliged to pay any remaining Development Fees and/or Support
Services Fees that has not come due in the event of early termination of this Agreement.

6. OWNERSHIP

6.1 All Intellectual Property Rights in the Software shall be the property of LinkageSG, and South
Telecom hereby assigns absolutely with full title guarantee all such Intellectual Property Rights
to LinkageSG. The Parties shall execute all documents necessary to give effect to this Clause
6.1.

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6.2 In furtherance of Clause 6.1:

(a) at each milestone in the Roadmap (including but not limited to M1, M2, M3, M4, M5,
M6 and M7 of the Roadmap) and upon the termination or expiry of the Agreement,
South Telecom shall ensure that the source code, manuals, operating procedures and
logs, and all other documents and information that may be necessary for the operation
of the Software in accordance with the Technical Specification and the Business
Requirements, shall be uploaded and/or handed over to LinkageSG and/or its
Connected Persons, in manner to be determined by LinkageSG, including uploading
the said documents and information in a repository owned and controlled by
LinkageSG; and

(b) upon the termination or expiry of the Agreement, South Telecom undertakes to take
the necessary action to (i) grant LinkageSG access to the Software; and (ii) to facilitate
LinkageSG’s operation of the Software without the assistance of South Telecom.

7. THIRD PARTY SOFTWARE

7.1 In the event that South Telecom utilises third party software to carry out the Development
Works, the Support Services, and its other obligations under this Agreement (“Third Party
Software”), South Telecom shall ensure that it has obtained the necessary licence(s) to utilise
the Third Party Software for such purpose, and that it has obtained the consent from the supplier
of the Third Party Software (from time to time) to transfer the licence(s) to LinkageSG and/or its
Connected Persons on materially similar terms and conditions in the event of termination or
expiry of this Agreement.

7.2 In furtherance of its obligations under this Agreement, South Telecom shall also procure same
level access of the Third Party Software for LinkageSG and its Connected Persons (to be
determined by LinkageSG) during the Term.

7.3 Upon termination or expiry of this Agreement, South Telecom agrees to transfer all its rights in
the licence(s) of the Third Party Software to LinkageSG or its Connected Persons.

7.4 The provisions of this Clause 7 shall survive the termination or expiry of this Agreement.

8. CONFIDENTIALITY AND ANNOUNCEMENT

8.1 South Telecom shall (and shall procure that each of its Connected Persons shall):

(a) hold Confidential Information in confidence;

(b) not copy or reproduce it;

(c) not disclose it to any person other than a Connected Person; and

(d) use the Confidential Information only for the purpose of exercising or performing that
Party’s rights and obligations under this Agreement.

8.2 Clause 8.1 shall not apply to Confidential Information to the extent that:

(a) the Confidential Information is required to be disclosed by Law or by any stock

exchange or Governmental Authority. If the receiving Party believes that this Clause
(a) applies, it shall, as far as it is practicable and lawful to do so, first consult the
disclosing Party to give the disclosing Party an opportunity to contest the disclosure;

(b) the Confidential Information is required to be disclosed so that the receiving Party can
fulfil its obligations under this Agreement;

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 (c) the Confidential Information was already in the public domain when it was first made
available to the receiving Party;

(d) the Confidential Information subsequently enters the public domain, other than through
breach of Clause 8.1;

(e) written records show that, when the Confidential Information was first made available
to the receiving Party, it was already in the lawful possession of the receiving Party or
any of its Connected Persons;

(f) the Confidential Information is developed by or for the receiving Party at any time
independently of the information disclosed to it by the disclosing Party by persons who
have had no access to or knowledge of the said information;

(g) after it is first made available to either of them, the receiving Party or a Connected
Person lawfully receives the Confidential Information from a third Party who does not
owe the disclosing Party, or any of its Connected Persons, an obligation of confidence
in relation to it;

(h) the Confidential Information is required to be disclosed for the purpose of any arbitral
or judicial proceedings arising out of this Agreement;

(i) the Confidential Information is required to be disclosed to lending banks, financial

institutions or any other funding or prospective funding (whether debt or equity) parties
of the receiving Party or any of its Affiliates or arrangers of that funding or rating
agencies engaged by or on behalf of the receiving Party for the purpose of getting
funding;

(j) the Confidential Information is required to be disclosed to a bona fide third-party

purchaser or prospective purchaser of any shares in or assets of the receiving Party;
or

(k) the Confidential Information is required to be disclosed by the receiving Party to:

(i) its direct or indirect investors, including any person who the receiving Party
reasonably believes is likely to become a direct or indirect investor;

(ii) persons who the receiving Party reasonably believes are likely to become
investors in its shares, whether directly or indirectly, through syndication by its
investors; or

(iii) directors, officers or advisers of persons falling under (i) or (ii).

8.3 South Telecom shall disclose Confidential Information as permitted by this Clause 8 only if it is
reasonably required and, in the case of disclosures under Clauses 8.2(b), 8.2(i), 8.2(j) or 8.2(k),
only if the Party to whom the disclosure is made is informed of the confidential nature of the
Confidential Information and acknowledges that it is subject to a duty of confidentiality on
substantially the same terms as this Clause 8.

8.4 If this Agreement terminates or expires, South Telecom shall (and shall procure that its
Connected Persons shall), within 20 days after receiving a written request by LinkageSG:

(a) destroy, or return to LinkageSG, all copies of any document that contains any
Confidential Information;

(b) take reasonable steps to erase the Confidential Information from any computer or other
digital device on which it is held; and

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 (c) appoint one of its authorised officers to supervise the steps contemplated in Clauses
8.4(a) and 8.4(b), and to certify in writing to LinkageSG that they have been carried
out,

for the purposes of Clause 8.4, document includes any material prepared by or on behalf of
LinkageSG or its Connected Persons.

8.5 Subject to Clause 8.6, South Telecom shall neither make, nor permit any person to make, any
public announcement, communication or circulate (an announcement) concerning this
Agreement without the prior written consent of LinkageSG, such consent not to be
unreasonably withheld or delayed.

8.6 Nothing in Clause 8.5 shall prevent South Telecom from making an announcement required to
by Law or by any stock exchange or Governmental Authority. Where South Telecom and/or its
advisers is required to make the necessary announcement, South Telecom, if permitted by the
applicable Laws, rules or regulations undertakes to inform LinkageSG of such fact in advance.

8.7 The provisions of this Clause 8 shall survive for a period of five (5) years from termination or
expiry of this Agreement.

9. DATA PROTECTION

9.1 Both Parties will comply with all applicable requirements of all relevant data protection Laws,
including the PDPA, and any requirements set out in any advisory or other guidelines issued
from time to time by the Personal Data Protection Commission, and not act in a way which
would cause the other Party to be in breach of its obligations under such legislation. This Clause
9.1 is in addition to, and does not relieve, remove or replace, a Party’s obligations under such
legislation.

9.2 Without prejudice to the generality of Clause 9.1, South Telecom will, at its own Costs, in
relation to any Personal Data processed in connection with the performance by South Telecom
of its obligations under this Agreement:

(a) only process, use or disclose such Personal Data:

(i) strictly for the purposes of fulfilling its obligations under this Agreement;

(ii) with LinkageSG’s prior written consent; or

(iii) when required by Law or an order of court, but shall notify LinkageSG as soon
as practicable before complying with such Law or order of court at its own
Costs;

(b) protect such Personal Data in South Telecom’s control or possession by making
reasonable security arrangements (including, where appropriate, physical,
administrative, procedural and information & communications technology measures) to
prevent unauthorised or accidental access, collection, use, disclosure, copying,
modification, disposal or destruction of Personal Data, or other similar risks;

(c) notify LinkageSG without undue delay on becoming aware of a Personal Data breach;

(d) at the written direction of LinkageSG, delete or return Personal Data and copies thereof
to LinkageSG on termination or expiry of this Agreement unless required by applicable
Law to store the Personal Data; and

(e) maintain complete and accurate records and information to demonstrate its compliance
with this Clause 9.

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9.3 LinkageSG does not consent to South Telecom appointing any third-party processor of
Personal Data under this Agreement.

10. NON-COMPETE UNDERTAKING

10.1 South Telecom agrees and hereby undertakes to and for the benefit of LinkageSG, that it shall
not, at any time during the Term, and for a period of five (5) years after the termination or expiry
of this Agreement, do or permit any of the following:

(a) directly or indirectly, either solely or jointly, with or on behalf of any person, firm or
corporation, carry on or be engaged or interested in any capacity in any other business,
trade or occupation whatsoever in Singapore or elsewhere except in a business, trade
or occupation which does not directly compete with the business of LinkageSG and its
Connected Persons carried on during the Term;

(b) solicit any customer of LinkageSG and its Connected Persons who is, or has been at
any time during the subsistence of this Agreement, a customer of LinkageSG and its
Connected Persons for the purpose of offering similar services provided by LinkageSG
and its Connected Persons;

(c) solicit any key employee of LinkageSG and its Connected Persons who is, or has been
at any time during the subsistence of this Agreement, a key employee of LinkageSG
and its Connected Persons for the purpose of offering him employment in a business
which is similar to or competing with the business of LinkageSG and its Connected
Persons carried on as of the date of the termination or expiry of the Agreement; and

(d) cause or permit any person or company directly or indirectly under its control or in which
it has any beneficial interests to do any of the foregoing acts or things.

10.2 Each covenant contained in Clause 10.1 shall be read and construed independently of the other
covenants therein contained so that if one or more should be held to be invalid as an
unreasonable restraint of trade or for any other reason whatsoever then the remaining
covenants shall be valid to the extent that they are not held to be so invalid.

10.3 While each Party acknowledges that the restrictions contained in Clause 10.1 are reasonable
in all the circumstances it is recognised that restrictions of the nature in question may fail for
technical reasons unforeseen and accordingly, it is hereby agreed and declared that if any of
such restrictions shall be adjudged to be void as going beyond what is reasonable in all the
circumstances for the protection of the interests of LinkageSG and its Connected Persons but
would be valid if part of the wording thereof were deleted or the periods thereof reduced or the
range of activities or area dealt with thereby reduced in scope, the said restriction shall apply
with such modifications as may be necessary to make it valid and effective.

10.4 The provisions of this Clause 10 shall survive for a period of five (5) years from termination or
expiry of this Agreement.

11. REPRESENTATIONS AND WARRANTIES

11.1 South Telecom warrants and represents to LinkageSG that:

(a) the Software will perform in all material respects in accordance with the Technical
Specifications, and will meet all of the Business Requirements upon completion of the
Development Works up till six (6) months after the end of the Term;

(b) it will perform its obligations under this Agreement quickly and in a reliable and
professional manner, in conformity with Good Industry Practice, by a sufficient number
of competent personnel with appropriate skills, qualifications and experience and has,
and will at all times have, the ability and capacity to meet such requirements;

14
 (c) it is in compliance with, and will perform its obligations under Agreement in compliance
with, all applicable Laws; and

(d) LinkageSG will receive good and valid title to the Software, free and clear of all
encumbrances and liens of any kind.

11.2 LinkageSG warrants and represents to South Telecom that:

(a) it will at all times comply with all applicable Laws with respect to its activities under this
Agreement and in connection with any part of the Software;

(b) shall take reasonable steps not to introduce any Vulnerability to the Software or the
network and information systems of South Telecom;

11.3 South Telecom shall be liable under the warranties in Clause 11.1(a) for any failure of the
Software, unless it can demonstrate that such failure was not caused by acts or omissions of
South Telecom. In addition, if the Software substantially fails, unless South Telecom can
demonstrate that such substantial failure was not caused by its acts or omissions, LinkageSG
shall be entitled to terminate this Agreement by written notice to South Telecom.

11.4 Each Party warrants and represents that it has full capacity and authority, and all necessary
licences, permits and consents to enter into and perform this Agreement and that those signing
this Agreement are duly authorised to bind the Party for whom they sign.

11.5 The provisions of this Clause 11.1(a) shall survive the termination or expiry of this Agreement.

12. INTELLECTUAL PROPERTY RIGHTS AND DATA PROTECTION INDEMNITY

12.1 South Telecom shall indemnify LinkageSG against all liabilities and Costs (including any direct,
indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and
legal and other reasonable professional Costs) suffered or incurred by LinkageSG (1) for any
claim made against LinkageSG for actual or alleged infringement of a third party’s intellectual
property rights arising out of or in connection with the Software, or (2) for any claim made
against LinkageSG for actual or alleged infringement of the PDPA or any other Laws pertaining
to Personal Data arising out of or in connection with Software.

12.2 Without prejudice to the indemnity in Clause 12.1, if any third party makes a claim against
LinkageSG, or notifies an intention to make a claim against LinkageSG which may reasonably
be considered likely to give rise to a liability under this indemnity (the “Claim”), LinkageSG shall:

(a) as soon as reasonably practicable, gives written notice of the Claim to South Telecom
specifying the nature of the Claim in reasonable detail;

(b) give the South Telecom and its professional advisers access at reasonable times (on
reasonable prior notice) to its premises and its officers, directors, employees, agents,
representatives or advisers, and to any relevant assets, accounts, documents and
records within the power or control of LinkageSG, so as to enable South Telecom and
its professional advisers to examine them and to take copies (at South Telecom’s
expense) for the purpose of assessing the Claim; and

(c) subject to South Telecom providing security to LinkageSG to LinkageSG’s reasonable

satisfaction against any claim, liability or Costs which may be incurred, take such action
as South Telecom may reasonably request to avoid, dispute, compromise or defend
the Claim.

12.3 If a payment due from South Telecom under this Clause is subject to Tax (whether by way of
direct assessment or withholding at its source), LinkageSG shall be entitled to receive from
South Telecom such amounts as shall ensure that the net receipt, after Tax, to LinkageSG in
respect of the payment is the same as it would have been were the payment not subject to Tax.

15
12.4 Nothing in this Clause shall restrict or limit LinkageSG’s general obligation at law to mitigate a
loss it may suffer or incur as a result of an event that may give rise to a claim under this
indemnity.

12.5 The provisions of this Clause 12 shall survive the termination or expiry of this Agreement.

13. LIMITATION OF LIABILITY

13.1 Nothing in this Agreement shall operate to exclude or limit either Party’s liability for:

(a) death or personal injury caused by its negligence;

(b) fraud; or

(c) any other liability which cannot be excluded or limited under applicable Law.

14. TERM AND TERMINATION

14.1 This Agreement shall commence from the date of this Agreement (the “Commencement Date”)
and shall continue for a period of four (4) years and eight (8) months from the Commencement
Date unless otherwise agreed to by the Parties in writing (the “Term”).

14.2 Without prejudice to any rights that have accrued under this Agreement or any of its rights or
remedies, either Party may at any time terminate this Agreement with immediate effect by giving
written notice to the other Party if:

(a) the other Party fails to pay any amount due under this Agreement on the due date for
payment and remains in default not less than 14 days after being notified in writing to
make such payment;

(b) the other Party commits a material breach of any term of this Agreement (other than
failure to pay any amounts due under this Agreement) and (if such breach is
remediable) fails to remedy that breach within a period of 30 days after being notified
in writing to do so;

(c) the other Party repeatedly breaches any of the terms of this Agreement in such a
manner as to reasonably justify the opinion that its conduct is inconsistent with it having
the intention or ability to give effect to the terms of this Agreement;

(d) the other Party takes any step or action in connection with its entering administration,
provisional liquidation or any composition or arrangement with its creditors (other than
in relation to a solvent restructuring), being wound up (whether voluntarily or by order
of the court, unless for the purpose of a solvent restructuring), having a receiver
appointed to any of its assets or ceasing to carry on business or, if the step or action is
taken in another jurisdiction, in connection with any analogous procedure in the relevant
jurisdiction;

(e) where there has been in a change of Control of South Telecom, in which South Telecom
shall be obliged to inform LinkageSG of such change in Control;

(f) the other Party suspends or ceases, or threatens to suspend or cease, to carry on all
or a substantial part of its business; or

(g) any warranty given in Clause 11 is found to be untrue or misleading.

14.3 Either Party may terminate this Agreement in accordance with Clause 15.

14.4 Other than as set out in this Agreement, neither Party shall have any further obligation to the
other under this Agreement after its termination or expiry. Any provision of this Agreement which

16
 expressly or by implication is intended to come into or continue in force on or after termination
or expiry of this Agreement shall remain in full force and effect.

14.5 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or
liabilities of the Parties that have accrued up to the date of termination, including the right to
claim damages in respect of any breach of this Agreement which existed at or before the date
of termination.

15. FORCE MAJEURE

15.1 Subject to Clause 15.2, neither Party shall be liable for any failure to perform, or delay in
performing, any obligation under this Agreement if the failure or delay results from any
circumstance beyond its reasonable control. The affected Party shall be entitled to a reasonable
extension of the time for performing the obligation.

15.2 If the failure or delay under Clause 15.1 exceeds six (6) months, and the failure or delay is
substantial or fundamental in the context of this Agreement, the Party not seeking to rely on
Clause 15.1 may terminate this Agreement by giving at least 30 days’ written notice to the other
Party.

16. COSTS

Except as otherwise provided in this Agreement, each Party shall pay its own Costs incurred in
connection with negotiating, preparing and executing this Agreement.

17. ASSIGNMENT

Except with the prior written consent of the other Party, neither Party may:

(a) assign, transfer, charge or otherwise deal with any of its rights or obligations under this
Agreement nor grant, declare, create or dispose of any right or interest in it; or

(b) sub-contract the performance of any of its obligations under this Agreement.

18. SUCCESSORS AND ASSIGNS

This Agreement shall be binding on and shall enure to the benefit of each of Parties’ permitted
assigns. Any reference in this Agreement to LinkageSG and South Telecom shall be construed
accordingly.

19. WHOLE AGREEMENT

This Agreements embodies all the terms and conditions agreed upon amongst the Parties as
to the subject matter of this Agreement and supersedes and cancels in all respects all previous
agreements and undertakings, representations, warranties, assurances, and arrangements of
any nature, if any, amongst the Parties with respect to the subject matter hereof, whether such
be written or oral.

20. VARIATION

20.1 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of
all of the Parties to it.

20.2 If this Agreement is varied:

(a) the variation shall not constitute a general waiver of any provisions of this Agreement;

(b) the variation shall not affect any rights, obligations or liabilities under this Agreement
that have already accrued up to the date of variation; and

17
 (c) the rights and obligations of the Parties under this Agreement shall remain in force,
except as, and only to the extent that, they are varied.

21. INVALID TERMS

21.1 Each of the provisions of this Agreement is severable.

21.2 If and to the extent that any provision of this Agreement:

(a) is held to be, or becomes, invalid or unenforceable under the Law of any jurisdiction;
but

(b) would be valid, binding and enforceable if some part of the provision were deleted or
amended,

then the provision shall apply with the minimum modifications necessary to make it valid,
binding and enforceable and neither the validity or enforceability of the remaining provisions of
this Agreement, nor the validity or enforceability of that provision under the Law of any other
jurisdiction, shall in any way be affected or impaired as a result of this Clause 21.2.

21.3 The Parties shall negotiate in good faith to amend or replace any invalid, void or unenforceable
provision with a valid, binding and enforceable substitute provision or provisions, so that, after
the amendment or replacement, the commercial effect of the Agreement is as close as possible
to the effect it would have had if the relevant provision had not been invalid, void or
unenforceable.

22. WAIVERS

No failure to exercise, or delay in exercising, any right under this Agreement or provided by Law
shall affect that right or operate as a waiver of the right. The single or partial exercise of any
right under this Agreement or provided by Law shall not preclude any further exercise of it.

23. LEGAL RELATIONSHIP

Nothing in this Agreement shall constitute a partnership between the Parties nor make either
Party the agent of the other Party for any purpose.

24. APPLICABILITY OF CONTRACTS (RIGHT OF THIRD PARTIES) ACT 2001 OF SINGAPORE

The Contracts (Rights of Third Parties) Act 2001 of Singapore shall not under any
circumstances apply to this Agreement and any person who is not a party to this Agreement
(whether or not such person shall be named, referred to, or otherwise identified or form part of
a class of persons so named, referred to or identified, in this Agreement), shall have no rights
whatsoever under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce this
Agreement or any of its terms.

25. TIME OF ESSENCE

Any time, date or period mentioned in any provision of this Agreement may be extended by
mutual agreement amongst the Parties in accordance with this Agreement or by agreement in
writing but as regards any time, date or period originally fixed or any time, date or period so
extended as aforesaid, time shall be of the essence.

26. NOTICES

26.1 All notices, demands or other communications required or permitted to be given or made
hereunder shall be in writing and delivered by hand, by courier or prepaid registered post, or by
electronic mail to the addresses and electronic email addresses as specified below, or such
other addresses and electronic email addresses that a Party may notify the other Party in
writing:

18
 LINKAGESG

Address : 20 Collyer Quay, #23-01, Singapore 049319

Attention : Ho Teng Chan

E-mail address : melho@linkagesg.com

SOUTH TELECOM

Address : 136/12 Vuon Chuoi St., Ward 4, Dist. 3, Ho Chi Minh City

Attention : Mr Nguyen Ngoc Binh

E-mail address : binh.nguyen@southtelecom.vn

26.2 Any notice, demand or communication so served shall be deemed to have been duly given:

(a) in the case of delivery by hand or by courier, when delivered;

(b) in the case of electronic mail, at the time of transmission provided that the sender does
not receive any indication that the electronic mail message has not been successfully
transmitted to the intended recipient or has been delayed; and

(c) in the case of post, on the second (2nd) Business Day after the date of posting (if sent
by local mail) and on the seventh (7th) Business Day after the date of posting (if sent by
air mail),

(d) provided that in each case where delivery occurs on a day which is not a Business Day
or after 6.00 p.m. on a Business Day, service shall be deemed to occur at 9.00 a.m. on
the next following Business Day and in proving service, it shall be sufficient to show
that personal delivery was made or that the envelope containing such notice was
properly addressed, and duly stamped and posted or that the electronic mail message
was properly addressed and despatched.

27. GOVERNING LAW AND DISPUTE RESOLUTION

27.1 This Agreement shall be governed by, and construed in accordance with, the laws of Singapore.

27.2 Any dispute arising out of or in connection with this Agreement or any document or transaction
in connection with this Agreement (including any dispute or claim relating to any non-contractual
obligations arising out of or in connection with this Agreement) shall be referred to and finally
resolved by arbitration in Singapore to the exclusion of the ordinary courts, in accordance with
the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”) for the time
being in force which rules are deemed to be incorporated by reference in this Clause. The place
of arbitration shall be in Singapore and the language of the arbitration shall be English. The
arbitration tribunal shall consist of one arbitrator to be appointed by the President of the Court
of Arbitration for the time being of the SIAC.

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EXECUTED BY THE PARTIES and made effective as of the date first set out above.

LINKAGESG

SIGNED by )
HO TENG CHAN )
for and on behalf of )
LINKAGESG PTE. LTD. )

Signature

SOUTH TELECOM

SIGNED by )
NGUYEN NGOC BINH )
for and on behalf of )
SOUTH TELECOMMUNICATION & )
SOFTWARE JOINT STOCK COMPANY )

Signature

Execution page to the Software Partnership Agreement

 SCHEDULE 1

ROADMAP

Schedule 1 – Roadmap
 SCHEDULE 2

SUPPORT SERVICES

1. As part of the Support Services, South Telecom shall use commercially reasonable efforts
aligned with Good Industry Practice to:

(a) monitor the Software on a continued basis for Faults at all times;

(b) monitoring the Software on a continued basis during the Support Hours using key
metrics including but not limited to system performance, resource utilization and user
activity;

(c) carrying out regular updates, maintenance, back-ups and security audits for the
Software during Support Hours so as to ensure that the Software operates in
accordance with the Technical Specifications and the Business Requirements;

(d) correct all Operational Faults identified by South Telecom or reported by Users,
LinkageSG or CEMTES, and minimize all Vulnerabilities identified by South Telecom
or reported by Users, LinkageSG or CEMTES, in which South Telecom shall prioritize
such correction or minimisation in accordance with the Service Levels;

(e) provide general technical support for the Software in accordance with the Service
Levels;

(f) maintaining and managing a ticketing system that allows LinkageSG, CEMTES and
Users to report any Faults or other issues with the Software to South Telecom (the
“Service Ticket System”), in which the system shall be capable of, at all times,
notifying Users of:

(i) the current status of the Fault or issue;

(ii) the relevant personnel in South Telecom that has been assigned to resolve the
Fault or issue;

(iii) estimated time for resolution of the Fault or issue;

(iv) alternative workarounds that may be utilised by Users pending resolution of the
Fault or issue;

(v) the resolution of the Fault or issue, as well as the follow-up actions to be
undertaken by the User to continue using the Software (if applicable);

(g) maintaining and managing the logs recording all Faults and issues in the Software
identified by South Telecom or reported by the Users, LinkageSG or CEMTES, in which
the logs shall:

(i) detail the plan to be undertaken or that was undertaken by South Telecom to
address the Fault or the issue;

(ii) record the relevant personnel in South Telecom assigned to resolve the Fault
or issue;

(iii) track the progress of the Fault or issue from its identification up till its resolution;

(iv) record the cause of the Fault or issue; and

(v) such logs shall be made available to LinkageSG within five (5) calendar days
from LinkageSG’s written request for these logs;

Schedule 2 – Support Services

 (h) provide a weekly update status update on the Faults or issues with the Software, in the
format to be agreed between the Parties;

(i) provide enhancements to the Software at LinkageSG’s written request; and

(j) in addition to the on-site support service set out in paragraph 1(k) below, to provide
on-site support for LinkageSG in the country of deployment of the Software, provided
that such on-site support shall not exceed four (4) instances each calendar year per
country of deployment; and

(k) in the event of Severity 1 and 2 incidents (as referred to at Clause 3.3 of this
Agreement), to provide both call and on-site support (at the relevant country of
deployment of the Software) as requested by LinkageSG for the duration of the incident
(up till its resolution), and notwithstanding it being a Public Holiday and a non-Business
Day.

Schedule 2 – Support Services