INVESTMENT MANAGEMENT TRUST AGREEMENT
This agreement (“Agreement”) is made as of
December __, 2010 by and between S.E. Asia Emerging Market Co., Ltd (the “Company”), a British Virgin
Islands business company organized with limited liability and Continental Stock
Transfer & Trust Company (“Trustee”) located at 00
Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the
Registration Statement.
WHEREAS,
the Company’s registration statement, as amended, on Form X-0, Xx.
000-[ ] (“Registration Statement”), for
its initial public offering of securities (“IPO”) has been declared
effective as of the date hereof (“Effective Date”) by the
Securities and Exchange Commission (“Commission”); and
WHEREAS,
Maxim Group, LLC (“Maxim”) is acting as the
representative of the several underwriters in the IPO pursuant to an
underwriting agreement (the “Underwriting Agreement”);
and
WHEREAS,
simultaneously with the IPO, the Company’s existing shareholders have agreed to
purchase an aggregate of 1,380,000 warrants (“Insider Warrants”) from the
Company for an aggregate purchase price of $345,000; and
WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s
Memorandum and Articles of Association, (as amended, the “Memorandum and Articles of
Association”), $6,022,500 of the gross proceeds of the IPO ($6,972,900 if
the underwriters over-allotment option is exercised in full) will be delivered
to the Trustee to be deposited and held in a trust account (the “Trust Account”) for the
benefit of the Company and the holders of the Company’s ordinary shares, no par
value per share (the “Ordinary
Shares”), issued in the IPO as hereinafter provided and in the event the
Units are registered in Colorado, pursuant to Section 11-51-302(6) of the
Colorado Revised Statutes. A copy of the Colorado Statute is attached hereto and
made a part hereof (the aggregate amount to be delivered to the Trustee, will be
referred to herein as the “Property”; the ordinary
shareholders for whose benefit the Trustee shall hold the Property will be
referred to as the “Public
Shareholders,” and the Public Shareholders and the Company will be
referred to together as the “Beneficiaries”);
and
WHEREAS,
the Company and the Trustee are entering into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the
Property.
NOW THEREFORE, IT IS
AGREED:
1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants
to:
(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this
Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute,
in the Trust Account which shall be established by the Trustee at [________] and
which may be changed by the Company at their request, provided such institution
is reasonably satisfactory to the Trustee;
(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;
(c) In
a timely manner, upon the instruction of the Company, to invest and reinvest the
Property in United States “government securities” within the meaning of Section
2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or
less, and/or in any open ended investment company that holds itself out as a
money market fund selected by the Company meeting the conditions of paragraphs
(c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company
Act of 1940, as determined by the Company.
(d) Collect
and receive, when due, all principal and income arising from the Property, which
shall become part of the “Property,” as such term is used herein;
(e) Notify
the Company of all communications received by it with respect to any Property
requiring action by the Company;
(f)
Supply any necessary information or documents as may be
requested by the Company in connection with the Company’s preparation of its tax
returns;
(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company to do so, so
long as the Company shall have advanced funds sufficient to pay the Trustee’s
expenses incident thereto.
(h) Render
to the Company, and to such other person as the Company may instruct, monthly
written statements of the activities of, and amounts in, the Trust Account,
reflecting all receipts and disbursements of the Trust Account; and
(i) Commence
liquidation of the Trust Account only after and promptly after receipt of, and
only in accordance with, the terms of a letter (“Termination Letter”), in a
form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto,
signed on behalf of the Company by an executive officer and complete the
liquidation of the Trust Account and distribute the Property in the Trust
Account only as directed by the Company; provided, however, that in the
event that a Termination Letter has not been received by the Trustee by the
24-month anniversary of the Effective Date, the Trust Account shall be
liquidated in accordance with the procedures set forth in the Termination Letter
attached as Exhibit
B hereto and distributed to the Public Shareholders of record at the
close of trading (4:00 PM New York City time) on such 24 month anniversary
date. For the purposes of clarity, any transmission of such
Termination Letter electronically, whether by facsimile, electronic mail
(e-mail), PDF or otherwise, shall constitute an original of such termination
Letter hereunder. The provisions of this Section 1(i) may not be
modified, amended or deleted under any circumstances.
2. Limited
Distributions of Income from Trust Account.
(a) Upon
written request from the Company, which may be given from time to time in a form
substantially similar to that attached hereto as Exhibit C, the
Trustee shall distribute to the Company by wire transfer from the Trust Account
the amount necessary to cover any tax obligation owed by the Company and, to the
extent there is not sufficient cash in the Trust Account to pay such tax
obligation, liquidate such assets held in the Trust Account as shall be
designated by the Company in writing to make such distribution.
(b) The
Company may withdraw funds from the Trust Account for working capital purposes
by delivery of Exhibit
C to the Trustee. The distributions referred to herein shall
be made only from income collected on the Property.
(c) In
no event shall the payments authorized by Sections 2(a) and 2(b) cause the
amount in the Trust Account to fall below the amount initially deposited into
the Trust Account. Except as provided in Sections 2(a) and 2(b)
above, no other distributions from the Trust Account shall be permitted except
in accordance with Section 1(i) hereof.
(d) The
written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to such funds, and the Trustee has no
responsibility to look beyond said request.
3. Agreements
and Covenants of the Company. The Company hereby agrees and covenants
to:
(a) Give
all instructions to the Trustee hereunder in writing or the electronic
equivalent, as specified in Section 1(i). In addition, except with
respect to its duties under Sections 1(i), 2(a) and 2(b) above, the Trustee
shall be entitled to rely on, and shall be protected in relying on, any verbal,
electronic or telephonic advice or instruction which it in good faith believes
to be given by any one of the persons authorized above to give written
instructions, provided that the Company shall promptly confirm such instructions
in writing;
(b) Subject
to the provisions of Section 5, hold the Trustee harmless and indemnify the
Trustee from and against, any and all expenses, including reasonable counsel
fees and disbursements, or loss suffered by the Trustee in connection with any
action taken by the trustee hereunder or any claim, potential claim, action,
suit or other proceeding brought against the Trustee involving any claim, or in
connection with any claim or demand which in any way arises out of or relates to
this Agreement, the services of the Trustee hereunder, or the Property or any
income earned from investment of the Property, except for expenses and losses
resulting from the Trustee’s gross negligence or willful
misconduct. Promptly after the receipt by the Trustee of notice of
demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this section, it
shall notify the Company in writing of such claim (hereinafter referred to as
the “Indemnified
Claim”). The Trustee shall have the right to conduct and
manage the defense against such Indemnified Claim, provided, that the Trustee
shall obtain the consent of the Company with respect to the selection of
counsel, which consent shall not be unreasonably withheld. The
Trustee may not agree to settle any Indemnified Claim without the prior written
consent of the Company, which consent shall not be unreasonably
withheld. The Company may participate in such action with its own
counsel;
(c) Pay
the Trustee the fees set forth on Schedule A
hereto;
(d) In
connection with the vote, if any, of the Company’s shareholders regarding a
Business Combination, provide to the Trustee an affidavit or certificate of a
firm regularly engaged in the business of soliciting proxies and/or tabulating
shareholder votes verifying the vote of the Company’s shareholders regarding
such Business Combination; and
(e) In
the event that the Company directs the Trustee to commence liquidation of the
Trust Account pursuant to Section 1(i), the Company agrees that it will not
direct the Trustee to make any payments that are not specifically authorized by
this Agreement.
4. Limitations
of Liability. The Trustee shall have no responsibility or liability
to:
(a) Take
any action with respect to the Property, other than as directed in Sections 1
and 2 hereof and the Trustee shall have no liability to any party except for
liability arising out of its own gross negligence or willful
misconduct;
(b) Institute
any proceeding for the collection of any principal and income arising from, or
institute, appear in or defend any proceeding of any kind with respect to, any
of the Property unless and until it shall have received written instructions
from the Company given as provided herein to do so and the Company shall have
advanced to it funds sufficient to pay any expenses incident
thereto;
(c) Change
the investment of any Property, other than in compliance with Section
1(c);
(d) Refund
any depreciation in principal of any Property;
(e) Assume
that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such
authority to the Trustee;
(f) The
other parties hereto or to anyone else for any action taken or omitted by it, or
any action suffered by it to be taken or omitted, in good faith and in the
exercise of its own best judgment, except for its gross negligence or willful
misconduct. The Trustee may rely conclusively and shall be protected
in acting upon any order, judgment, instruction, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Trustee, which
counsel may be company counsel) statement, instrument, report or other paper or
document (not only as to its due execution and the validity and effectiveness of
its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith, to be
genuine and to be signed or presented by the proper person or
persons. The Trustee shall not be bound by any notice or demand, or
any waiver, modification, termination or rescission of this Agreement or any of
the terms hereof, unless evidenced by a written instrument delivered to the
Trustee signed by the proper party or parties and, if the duties or rights of
the Trustee are affected, unless it shall give its prior written consent
thereto;
(g) Verify
the correctness of the information set forth in the Registration Statement or to
confirm or assure that any acquisition made by the Company or any other action
taken by it is as contemplated by the Registration Statement;
(h) Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with
respect to income and activities relating to the Trust Account, regardless of
whether such tax is payable by the Trust Account or the Company (including but
not limited to income tax obligations), it being expressly understood that as
set forth in Section 2(a), if there is any income or other tax obligation
relating to the Trust Account or the Property in the Trust Account, as
determined from time to time by the Company and regardless of whether
such tax is payable by the Company or the Trust, at the written instruction of
the Company, the Trustee shall make funds available in cash from the Property in
the Trust Account an amount specified by the Company as owing to the applicable
taxing authority, which amount shall be paid directly to the Company by
electronic funds transfer, account debit or other method of payment, and the
Company shall forward such payment to the taxing authority;
(i)
Pay or report any taxes on behalf of the Trust Account other than
pursuant to Section 2(a);
(j)
Imply obligations, perform duties, inquire or otherwise be
subject to the provisions of any agreement or document other than this agreement
and that which is expressly set forth herein; or
(k) Verify
calculations, qualify or otherwise approve Company requests for distributions
pursuant to Sections 1(i), 2(a) or 2(b).
5. No
Right of Set-Off. The Trustee waives any right of set-off or any
right, title, interest or claim of any kind that the Trustee may have against
the Property held in the Trust Account. In the event the Trustee has
a claim against the Company under this Agreement, including, without limitation,
under Section 3(b), the Trustee will pursue such claim solely against the
Company and not against the Property held in the Trust Account.
6. Termination. This
Agreement shall terminate as follows:
(a) If
the Trustee gives written notice to the Company that it desires to resign under
this Agreement, the Company shall use its reasonable efforts to locate a
successor trustee during which time the Trustee shall act in accordance with
this Agreement. At such time that the Company notifies the Trustee
that a successor trustee has been appointed by the Company and has agreed to
become subject to the terms of this Agreement, the Trustee shall transfer the
management of the Trust Account to the successor trustee, including but not
limited to the transfer of copies of the reports and statements relating to the
Trust Account, whereupon this Agreement shall terminate; provided, however,
that, in the event that the Company does not locate a successor trustee within
ninety days of receipt of the resignation notice from the Trustee, the Trustee
may submit an application to have the Property deposited with any court in the
State of New York or with the United States District Court for the Southern
District of New York and upon such deposit, the Trustee shall be immune from any
liability whatsoever; or
(b) At
such time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of Section 1(i) hereof, and distributed the
Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate except with respect to Section 3(b).
7. Miscellaneous.
(a) The
Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from the
Trust Account. The Company and the Trustee will each restrict access
to confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has
reason to believe unauthorized persons may have obtained access to such
information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee will rely upon all information supplied
to it by the Company, including, account names, account numbers, and all other
identifying information relating to a beneficiary, beneficiary’s bank or
intermediary bank. The Trustee shall not be liable for any loss, liability or
expense resulting from any error in the information or transmission of the
wire.
(b) This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of
another jurisdiction. It may be executed in several original or
facsimile counterparts, each one of which shall constitute an original, and
together shall constitute but one instrument.
(c) This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof. Except for Section 1(i)
(which may not be amended under any circumstances), this Agreement or any
provision hereof may only be changed, amended or modified (other than to correct
a typographical error) by a writing signed by each of the parties
hereto. As to any claim, cross-claim or counterclaim in any way
relating to this Agreement, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY and the
right to set-off as a defense. The Trustee may request an opinion
from Company counsel as to the legality of any proposed amendment as a condition
to its executing such amendment.
(d) The
parties hereto consent to the personal jurisdiction and the exclusive venue of
any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder.
(e) Any
notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:
if to the
Trustee, to:
Continental Stock
Transfer
& Trust
Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxx,
Chairman, and
Xxxxx X. XxXxxxx, CFO
Fax No.: (000)
000-0000
if to the Company, to:
S.E. Asia
Emerging Market Co., Ltd
00 Xxxxx
Xxxxx Xxxx #00-00
Xxxx Xxxx
Xxxxxxxx, Xxxxxxxxx 000000
Attn: Xx.
Xxxxxxx Hajadi
with a copy to (which shall not
constitute notice):
Ellenoff Xxxxxxxx & Schole
LLP
000 Xxxx
00xx
Xxxxxx, 00xx
Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxx X. Xxxxxxxx, Esq.
Fax No:
(000)-000-0000
(e) This
Agreement may not be assigned by the Trustee without the prior consent of the
Company.
(f) Each
of the Trustee and the Company hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee
acknowledges and agrees that it shall not make any claims or proceed against the
Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance. In the event that the Trustee
has a claim against the Company under this Agreement, the Trustee will pursue
such claim solely against the Company and not against the Property held in the
Trust Account.
(g) This
Agreement is the joint product of the Trustee and the Company and each provision
hereof has been subject to the mutual consultation, negotiation and agreement of
such parties and shall not be construed for or against any party
hereto.
(h) This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall together constitute
one and the same instrument. Delivery of a signed counterpart of this
Agreement by facsimile or electronic transmission shall constitute valid and
sufficient delivery thereof.
(i) The
Company has also retained the Trustee to serve as its share transfer agent and
warrant agent and shall pay the fees set forth in Schedule A for such
services. Additionally, the Trustee has agreed to provide all
services, including, but not limited to: the mailing of proxy documents to
registered holders, all wires in connection with Business Combination and
maintaining the official record of shareholder voting.
[Signature
page follows]
IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust
Agreement as of the date first written above.
CONTINENTAL
STOCK TRANSFER
& TRUST COMPANY, as
Trustee
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By:
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Name:
Xxxxxx X. Xxxxxx
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Title:
President and Chairman of the
Board
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S.E.
ASIA EMERGING MARKET CO., LTD
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By:
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Name:
Xxxx Xxxxxx
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Title: Chief
Executive Officer
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SCHEDULE
A
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Fee Item
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Time and method of
payment
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Amount
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Closing
fee
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Consummation
of IPO by wire transfer of funds
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$ | 5,000 | |||
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Share
transfer agent fee
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Monthly
until consummation of Business Combination
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$ | 250 | |||
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Warrant
agent fee
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Monthly
until consummation of Business Combination
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$ | 250 | |||
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All
services in connection with a Business Combination and/or all services in
connection with liquidation of Trust Account if no Business
Combination
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Upon
final liquidation of the Trust Account but, upon liquidation if no
Business Combination, only from interest earned or from the Company or the
Company’s existing shareholders by wire transfer of funds
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$ | 5,000 | |||
EXHIBIT
A
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attn: Xxxxxx
Xxxxxx and Xxxxx Di Paolo
Re: Trust
Account No. [ ] - Termination
Letter
Gentlemen:
Pursuant
to Section 1(i) of the Investment Management Trust Agreement between S.E. Asia
Emerging Market Co., Ltd (“Company”) and Continental
Stock Transfer & Trust Company, dated as of
[ ], 2010 (“Trust Agreement”), this is to
advise you that the Company has entered into an agreement with
[ ] (the “Target Businesses”) to
consummate a Business Combination with the Target Businesses on or before
[ ] (the “Consummation Date”). This
letter shall serve as the 48 hour notice required with respect to the Business
Combination. Capitalized words used herein and not otherwise defined shall have
the meanings ascribed to them in the Trust Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to
liquidate the Trust Account investments on
[ ] and to transfer the entire proceeds
to the above referenced Trust checking account at
[ ] to the effect
that, on the Consummation Date, all of the funds held in the Trust Account will
be immediately available for transfer to the account or accounts that the
Company shall direct on the Consummation Date. It is acknowledged and
agreed that while the funds are on deposit in the Trust checking account
awaiting distribution, the Company will not earn any interest or
dividends.
On or
before the Consummation Date: (i) counsel for the Company shall deliver to you
(a) an affidavit which verifies the vote of the Company’s shareholders in
connection with the Business Combination, (b) written notification that the
Business Combination has been consummated or will, concurrently with your
transfer of funds to the accounts as directed by the Company, be consummated and
(c) notice the provisions of Section 11-51-302(6) and Rule 51-3.4 of the
Colorado Statute have been met, and (ii) the Company shall deliver to you
written instructions with respect to the transfer of the funds held in the Trust
Account (“Instruction
Letter”). You are hereby directed and authorized to transfer the funds
held in the Trust Account immediately upon your receipt of the counsel’s letter
and the Instruction Letter in accordance with the terms of the Instruction
Letter. In the event that certain deposits held in the Trust Account may not be
liquidated by the Consummation Date without penalty, you will notify the Company
of the same and the Company shall direct you as to whether such funds should
remain in the Trust Account and be distributed after the Consummation Date to
the Company or be distributed immediately and the penalty incurred. Upon the
distribution of all the funds in the Trust Account pursuant to the terms hereof,
the Trust Agreement shall be terminated.
In the event the Business Combination
is not consummated by 11:59 p.m. on the Consummation Date and we have not
notified you of a new Consummation Date, then the funds held in the Trust
checking account shall be reinvested as provided for by the Trust Agreement as
soon as practicable thereafter.
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Very
truly yours,
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S.E.
ASIA EMERGING MARKET CO., LTD
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By:
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Name:
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Title:
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EXHIBIT
B
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attn: Xxxxxx
Xxxxxx and Xxxxx Di Paolo
Re: Trust
Account No.
[ ] - Termination
Letter
Gentlemen:
Pursuant to Section 1(i) of the
Investment Management Trust Agreement between S.E. Asia Emerging Market Co., Ltd
(“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of
[________], 2010 (“Trust Agreement”), this is to
advise you that the Company has been unable to effect a Business Combination
with a Target Company within the time frame specified in the Company’s
Memorandum and Articles of Association, as described in the Company’s prospectus
relating to its IPO.
In accordance with the terms of the
Trust Agreement, we hereby authorize you to liquidate the Trust Account on
[ ] and to transfer the total proceeds to the
Trust checking account at
[ ] for distribution to the
shareholders. The Company has selected
[ ] as the record date for the purpose
of determining the shareholders entitled to receive their pro rata share of the
liquidation proceeds. You agree to be the paying agent of record and
in your separate capacity as paying agent, to distribute said funds directly to
the Company’s shareholders (other than with respect to the initial, or insider
shares) in accordance with the terms of the Trust Agreement, the Memorandum and
Articles of Association of the Company and the fee set forth on Schedule
A. Upon the distribution of all of the funds in the
Trust Account, your obligations under the Trust Agreement shall be
terminated.
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Very
truly yours,
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S.E.
ASIA EMERGING MARKET CO., LTD
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By:
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Name:
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Title:
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EXHIBIT
C
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attn: Xxxxxx
Xxxxxx and Xxxxx XxXxxxx
Re: Trust
Account No. [ ]
Gentlemen:
Pursuant to Section [2(a) or 2(b)] of
the Investment Management Trust Agreement between S.E. Asia Emerging Market Co.,
Ltd (“Company”) and
Continental Stock Transfer & Trust Company, dated as of __________, 2010
(“Trust Agreement”), the
Company hereby requests that you deliver to the Company $_______ of the interest
income earned on the Property as of the date hereof. The Company needs such
funds [to pay for the tax obligations as set forth on the attached tax return or
tax statement] or [for working capital purposes]. In accordance with the terms
of the Trust Agreement, you are hereby directed and authorized to transfer (via
wire transfer) such funds promptly upon your receipt of this letter to the
Company’s operating account at:
[WIRE
INSTRUCTION INFORMATION]
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S.E.
ASIA EMERGING MARKET CO., LTD
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By:
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Name:
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Title:
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EXHIBIT
D
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AUTHORIZED
INDIVIDUAL(S)
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AUTHORIZED
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FOR TELEPHONE CALL BACK
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TELEPHONE NUMBER(S)
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Company:
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S.E.
Asia Emerging Market Co., Ltd
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00
Xxxxx Xxxxx Xxxx #00-00
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Xxxx
Xxxx Xxxxxxxx
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Xxxxxxxxx
000000
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Attn: Xxxx
Xxxxxx, Chief Executive Officer
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65-6733-1611
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Ellenoff
Xxxxxxxx & Schole LLP
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000
Xxxx 00xx
Xxxxxx, 00xx
Xxxxx
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Xxx
Xxxx, Xxx Xxxx, 00000
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Attn: Xxxxx
X. Xxxxxxxx, Esq.
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(000)-000-0000
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Xxxxxx
Xxxxxxxxx, Esq.
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Xxxx
X. Xxxxxx, Esq.
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Trustee:
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Continental
Stock Transfer
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&
Trust Company
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00
Xxxxxxx Xxxxx
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Xxx
Xxxx, Xxx Xxxx 00000
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Attn: Xxxxx
Xxxxxx, CEO
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(000)
000-0000
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Xxxxx
Di Paolo, CFO
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