4,500,000 Units BBV Vietnam S.E.A. Acquisition Corp. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 28th, 2007 • BBV Vietnam S.E.A. Acquisition Corp. • Blank checks • New York
The undersigned, BBV Vietnam S.E.A. Acquisition Corp., a Republic of the Marshall Islands corporation (“Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. and Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Ladenburg”, “Chardan”, or, collectively, as the “Representatives”) and with the other underwriters named on Schedule A hereto for which you are acting as Representatives (the Representatives and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF WARRANT AGREEMENTWarrant Agreement • November 28th, 2007 • BBV Vietnam S.E.A. Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENT (this “Warrant Agreement”) dated as of [•], 2007, by and between BBV Vietnam S.E.A. Acquisition Corp., a Marshall Islands corporation, with offices at 40 Woodland Street, Hartford, CT 06105 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 28th, 2007 • BBV Vietnam S.E.A. Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [∙] day of [∙], 2008, by and among BBV Vietnam S.E.A. Acquisition Corp., a Marshall Islands corporation (the “Company”) and the persons listed on Schedule A hereto (each, an “Investor”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 28th, 2007 • BBV Vietnam S.E.A. Acquisition Corp. • Blank checks • New York
Pursuant to the Investment Management Trust Agreement between BBV Vietnam S.E.A. Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company dated as of __________ (the “Trust Agreement”), this is to advise you that the Trust Account, as defined in the Trust Agreement, has incurred a total of $__________ in taxes (the “Tax Payments”) for the period from __________ __, 200__ to __________ __, 200__ (the “Tax Period”) as a result of interest and other income earned on the Property, as defined in the Trust Agreement, during the Tax Period.
Form of Letter Agreement for Directors, Officers and Initial Security HoldersLetter Agreement • November 28th, 2007 • BBV Vietnam S.E.A. Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement entered into by and among BBV Vietnam S.E.A. Acquisition Corp., a Marshall Islands Corporation (the “Company”), on the one hand, and Ladenburg Thalmann & Co. Inc. and Chardan Capital Markets, LLC, as co-lead managing underwriters (the “Representatives”), relating to an underwritten initial public offering (the “IPO”) of 4,500,000 of the Company’s units (5,175,000 if the over-allotment is exercised in full) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock. The Units sold in the IPO will be registered pursuant to a Registration Statement on Form S-1 and prospectus filed by the Company with the Securities and Exchange Commission. Certain capitalized terms used herein are defined in paragraph [12] hereof.
FORM OF FOUNDER WARRANT PURCHASE AGREEMENTFounder Warrant Purchase Agreement • November 28th, 2007 • BBV Vietnam S.E.A. Acquisition Corp. • Blank checks • New York
FOUNDER WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this [•] day of [•], 2007 among BBV Vietnam S.E.A. Acquisition Corp., a Marshall Island corporation (the “Company”) and the undersigned (the “Purchasers”).
FORM OF STOCK ESCROW AGREEMENTStock Escrow Agreement • November 28th, 2007 • BBV Vietnam S.E.A. Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [•], 2007 (this “Agreement”), by and among BBV VIETNAM S.E.A. ACQUISITION CORP., a Marshall Islands corporation (the “Company”), the initial shareholders listed as “Initial Shareholders” on the signature page hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, as escrow agent (the “Escrow Agent”).
BBV VIETNAM S.E.A. ACQUISITION CORP.Office Services Agreement • November 28th, 2007 • BBV Vietnam S.E.A. Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of BBV Vietnam S.E.A. Acquisition Corp. (the “Company”), and continuing for up to two years until the earlier of the consummation by the Company of a business combination or the Company’s liquidation (as described in the Company’s IPO prospectus) (the “Termination Date”), Bantry Bay Ventures-Asia, LLC shall make available to the Company certain office as well as certain office and secretarial services as may be required by the Company from time to time, situated at 61 Hue Lane, Hai Ba Trung District, Hanoi, Vietnam. In exchange therefor, the Company shall pay Bantry Bay Ventures-Asia, LLC the sum of $7,500 per month starting as of the Effective Date and continuing monthly thereafter until the Termination Date.
FORM OF RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal and Corporate Opportunities Agreement • November 28th, 2007 • BBV Vietnam S.E.A. Acquisition Corp. • Blank checks • New York
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of [•], 2007 by and between BBV Vietnam S.E.A. Acquisition Corp., a Marshall Islands corporation (the “Company”), and Bantry Bay Ventures-Asia, LLC., a private equity limited liability company primarily focused on investments in China and Vietnam (“Bantry Bay Ventures”) in connection with the Company’s proposed public offering of Units in the United States pursuant to the Company’s Registration Statement, on Form S-1 (File No. 333-146829), under the Securities Act of 1933, as amended (the “Registration Statement”).
FORM OF FOUNDER WARRANT ESCROW AGREEMENTFounder Warrant Escrow Agreement • November 28th, 2007 • BBV Vietnam S.E.A. Acquisition Corp. • Blank checks • New York
FOUNDER WARRANT ESCROW AGREEMENT, dated as of [•], 2007 (this “Agreement”), by and among BBV Vietnam S.E.A. Acquisition Corp., a Marshall Islands corporation (the “Company”), the warrant holders listed as “Founders” on the signature page hereto (collectively, the “Founders”), and Continental Stock Transfer & Trust Company, a New York corporation, as escrow agent (the “Escrow Agent”).
