FORM INVESTMENT MANAGEMENT TRUST AGREEMENT

 

 

INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made as of [●], 2008, by and between BBV Vietnam S.E.A. Acquisition Corp. (the “Company”) whose principal place of business is located at __________________________________and Continental Stock Transfer & Trust Company (the “Trustee”) located at 17 Battery Plane, New York, New York 10004.

 

WHEREAS, the Company’s Registration Statement on Form S-1, No. 333-146829 (the “Registration Statement”), for its initial public offering of securities (the “IPO”) has been declared effective as of the date hereof by the Securities and Exchange Commission (the “Effective Date”);

 

WHEREAS, Ladenburg Thalmann & Co. Inc. and Chardan Capital Markets, LLC are acting as the co-lead managing underwriters (the “Representatives”) in the IPO pursuant to an underwriting agreement between the Company and the Representative (the “Underwriting Agreement”);

 

WHEREAS, as described in the Company’s Registration Statement, and in accordance with the Company’s Amended and Restated Articles of Incorporation, upon execution of this Agreement or as promptly thereafter as practicable, the Company shall deliver to the Trustee an amount equal to the sum of (i) $35,314,000 of the net proceeds of the IPO, including $1,080,000 in deferred underwriting compensation (or $40,498,000 of the net proceeds, including $1,242,000 in deferred underwriting compensation, if the over-allotment option is exercised in full) and (ii) $1,425,000 of the proceeds from the Company’s issuance and sale in a private placement of 1,873,684 warrants to certain of its shareholders to be deposited and held in a trust account for the benefit of the Company and the holders of the Company’s common stock, par value $0.0001 per share, issued in the IPO (the “Public Shareholders”). The amount to be delivered to the Trustee is referred to herein as the “Property,” and the parties for whose benefit the Trustee shall hold the Property are referred to, together with the Company, as the “Beneficiaries;”

 

WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $1,080,000 (or $1,242,000, if the underwriters’ over-allotment option is exercised in full, or such amount as is specified in a notice pursuant to Paragraph 2(d) hereof) is attributable to deferred underwriting commissions that will become payable by the Company to the Representatives upon the consummation of an Initial Business Combination (as defined in the Company’s Amended and Restated Articles of Incorporation) (the “Deferred Discount”); and

 

WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

 

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

 

1. Agreements and Covenants of Trustee. The Trustee is hereby appointed to serve as Trustee hereunder, and the Trustee hereby agrees to act as Trustee upon the terms and conditions set forth herein. The Trustee hereby agrees and covenants to:

 

(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement, in a segregated trust account(s) (the “Trust Account”) established by the Trustee at JP Morgan Chase Bank and at a brokerage institution selected by 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 written instruction of the Company, to invest and reinvest the Property only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in money market funds selected by the Company which invest principally in either short-term securities issued or guaranteed by the United States having a rating in the highest investment category granted thereby by a recognized credit rating agency at the time of acquisition or tax exempt municipal bonds issued by governmental entities located within the United States or otherwise meeting the conditions under Rule 2a-7 under the Investment Company Act;

 

(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)  Promptly 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 the tax returns for the Company and Trust Account;

 

(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; and

 

(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.

 

2.  Limited Distributions from the Trust Account.

 

(a) Trustee shall disburse such funds from the Trust Account (i) from time to time as may be necessary timely to pay any taxes incurred as a result of interest or other income earned on the Property held in the Trust Account, only upon receipt and in accordance with the terms of a letter in form substantially similar to that attached hereto as Exhibit D (a “Tax Disbursement Letter”), signed on behalf of the Company by its President or Chairman, and complete the disbursement of funds from the Trust Account and distribute such funds only as directed in the Tax Disbursement Letter and any other documents referred to therein; and

 

(b) From time to time, only upon receipt and in accordance with the terms of a letter in form substantially similar to that attached hereto as Exhibit E (a “Disbursement Letter”), signed on behalf of the Company by its President or Chairman, the Trustee shall disburse to the Company such amount as may be requested by the Company as directed in the Disbursement Letter and the other documents referred to therein, provided, however, that the aggregate amount distributed by the Trustee to the Company pursuant to this Paragraph 3(ii) may not exceed the lesser of (y) the aggregate amount of interest and any other income actually received or paid on amounts in the Trust Account less an amount equal to estimated taxes that are or will be due on such income at an assumed rate of 40% and (z) $[•]

 

3. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:

 

(a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s President or Chairman. In addition, except with respect to its duties under Paragraph 3, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal 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) 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, 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 Paragraph, 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 Trustee, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel at its own expense;

 

(c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees and further agreed that said transaction processing fees shall be deducted by the Trustee from the disbursements made to the Company pursuant to Section 2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund to the Company the annual fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Fund. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 3(c) and as may be provided in Section 3(b) hereof (it being expressly understood that the Property shall not be used to make any payments to the Trustee under such Sections).

 

(d) Within five business days after the underwriters’ over-allotment option (or any unexercised portion thereof) expires or is exercised in full, provide the Trustee with a notice in writing (with a copy to the Representatives) of the total amount of the Deferred Discount, which shall in no event be less than $1,080,000;

 

(e) In connection with any vote of the Company’s shareholders on whether to approve an Initial Business Combination, the Company’s perpetual existence and the Extended Period (as defined in Paragraph 3), provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and tabulating shareholder votes (which firm may be the Trustee) verifying the vote of the Company’s shareholders regarding such Initial Business Combination, the Company’s perpetual existence or the Extended Period;

 

(f) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement.

 

4 Liquidation and Distribution of Trust Account Property. The Trustee shall commence liquidation of the Trust Account only upon receipt of, and only in accordance with the terms of, a letter in form substantially similar to that attached hereto as either Exhibit A, Exhibit B or Exhibit C (a “Termination Letter”), signed on behalf of the Company by its President and affirmed by the Chairman or Vice Chairman of the Board of Directors, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and any other documents referred to therein.

 

In the event that a Termination Letter has not been received by the Business Combination Deadline 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 shareholders of record. The “Business Combination Deadline Date” means the date that is eighteen (18) months from the date of the Prospectus, subject to extension to twenty-four (24) months, if the Company has entered into a letter of intent or definitive agreement with respect to a business combination within such eighteen (18) month period and subject to extension to thirty-six (36) months (the “Extended Period”) in the event that the Company anticipates that it may not be able to consummate the Initial Business Combination within the twenty-four (24) month period and seeks shareholder approval to extend the period of time to consummate the Initial Business Combination by an additional twelve (12) months and the shareholders approve such extension.

 

5. 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 Paragraphs 1 and 3 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 instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

 

(c) Change the investment of any Property, other than in compliance with Paragraph 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 Company 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, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), 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; and

 

(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) Verify calculations, qualify or otherwise approve Company requests for distributions pursuant to Section 4, Section 2(a) or 2(b) above.

 

6. Trust Account Waiver. The Trustee has no right, title, interest, or claim of any kind (“Claim”) in or to any monies in the Trust Account, and hereby waives any claim in or to any monies in the Trust Account it may have in the future.

 

7. 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. 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 (except with respect to Paragraph 2(b)); provided, however, that, in the event that the Company does not locate a successor trustee within 90 days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited 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 that arises due to any actions or omissions to act by any party after such deposit; or

 

(b)  At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Paragraph 3 hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate, except with respect to Paragraph 3(b).

 

8. 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. The Trustee shall not be liable for any loss, liability or expense resulting from any error in an account number or other identifying number.

 

(b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. It may be executed in several 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. This Agreement or any provision hereof may be changed, waived, amended or modified only by a writing signed by each of the parties hereto, provided, however, that no such amendment or modification (other than to correct a typographical or similar technical error) may be made to paragraphs 1, 3(e), 4, 5, 6, 7, 8(c) or 7(g) or to Exhibits A, B or C hereof without the consent of the Public Shareholders, it being the specific intention of the parties hereto that each Public Shareholder is and shall be a third-party beneficiary of this paragraph 8(c) with the same right and power to enforce this paragraph 8(c) as either of the parties hereto, and provided, further, that this Agreement may not be changed, waived, amended or modified in such a manner as to adversely affect the right of the Underwriters to receive the Deferred Discount as contemplated herein without the written consent of the Representative.

 

(d) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York 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

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson and Frank A. Di Paolo

Fax No.: (212)  ###-###-####

If to the Company, to:

 

BBV Vietnam S.E.A. Acquisition Corp.

40 Woodland Street

Hartford, CT 06105

Attn: Eric M. Zachs, President

Attn: Robert H.J. Lee, Chairman

Fax No.: (860) - [•]

 

Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.

666 Third Avenue

New York, New York 10017

Attn: Kenneth R. Koch, Esq.

Fax No.: (212)  ###-###-####

and

 

Richardson & Patel LLP

405 Lexington Avenue

New York, New York 10174

Attn: Jody R. Samuels. Esq.,

Fax No.: (212) 907-6687

(f) No party hereto may assign this Agreement without the prior written consent of the Company, which consent shall not be unreasonably withheld.

 

(g) 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.

 

(h) The Trustee acknowledges and agrees that it is the specific intention of the parties hereto that the Representative is and shall be a third-party beneficiary of the provisions of this Agreement pertaining to the Deferred Discount (including Section 8(c)) and the Trustee’s obligations under this Agreement with respect thereto (but solely of those provisions and solely with respect to such obligations of the Trustee) with the same right and power to enforce those provisions as either of the parties hereto.

 

 

 

 

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
	By:
		Name:
		Title:

 

	BBV VIETNAM S.E.A. ACQUISITION CORP.
	By:
		Name: Eric M. Zachs Title: President

 

 

 

[Insert date]

 

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

 

Attn: Steven Nelson and Frank Di Paolo

 

Re: Trust Account No. [__________] Termination Letter

 

Ladies and Gentlemen:

 

Pursuant to Paragraph 3 of the Investment Management Trust Agreement between BBV Vietnam S.E.A. Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of __________, 2007 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with ____________________ to consummate an Initial Business Combination (as defined in the Trust Agreement) on or about __________. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Initial Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings given them in the Trust Agreement.

 

Pursuant to Paragraph 2(e) of the Trust Agreement, we are providing you with an affidavit or a certificate of ____________________ verifying the vote of the Company’s shareholders duly approving the Initial Business Combination and the Company’s perpetual existence in accordance with the terms of the Company’s Amended and Restated Articles of Incorporation. The affidavit or certificate includes the identities of the Public Shareholders who voted against the Initial Business Combination and properly exercised their conversion rights in connection therewith.

 

In accordance with the terms of the Trust Agreement, we hereby instruct you to commence liquidation of the Trust Account so that, on the Consummation Date, all 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: (i) counsel for the Company shall deliver to you written notification that the Initial Business Combination has been consummated, (ii) the Company shall deliver to you written instructions with respect to the transfer of the funds held in the Trust Account other than the Deferred Discount (the “Instruction Letter”) and (iii) the Representatives shall deliver to you written instructions for delivery of the Deferred Discount. You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of written notice from counsel and the Instruction Letter, (a) to Public Shareholders who exercised their conversion rights in connection with the Initial Business Combination, in an amount equal to their pro rata share of the amounts in the Trust Account as of two business days prior to the Consummation Date (including the Deferred Discount and any income actually received on the Trust Account balance and held in the Trust Account, but less an amount equal to estimated taxes that are or will be due on such income at an assumed rate of 40%); (b) to the Representative in an amount equal to the Deferred Discount as so directed by them, and (c) the remainder 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 that the Initial Business Combination is not consummated on the Consummation Date and we have not notified you on or before the Consummation Date of a new date for consummation of the Initial Business Combination that is to take place within three business days of the Consummation Date, then the funds held in the Trust Account shall be reinvested as provided in Paragraph 1(c) of the Trust Agreement on the business day immediately following the Consummation Date.

 

 

	Very truly yours,   CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	By:
		Name: Title:

 

	BBV VIETNAM S.E.A. ACQUISITION CORP.
	By:
		Name: Eric M. Zachs Title: President

 

 

 

[Insert date]

 

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

 

Attn: Steven Nelson and Frank Di Paolo

 

    Re: Trust Account No. [__________] Termination Letter

 

Ladies and Gentlemen:

 

Pursuant to Paragraph 3 of the Investment Management Trust Agreement between BBV Vietnam S.E.A. Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, dated as of __________, 2007 (the “Trust Agreement”), this is to advise you that the Company’s existence expired in accordance with the terms of its Amended and Restated Articles of Incorporation on [date] and the Company is proceeding to distribute its assets and liquidate. Capitalized terms used but not defined herein shall have the meanings given them in the Trust Agreement.

 

In accordance with the terms of the Trust Agreement, we hereby authorize you to commence liquidation of the Trust Account. The Company has appointed [ ] to serve as its Designated Paying Agent; accordingly, you will notify the Company and the “Designated Paying Agent” in writing as to when all of the funds in the Trust Account will be available for immediate transfer (the “Transfer Date”). The Designated Paying Agent shall thereafter notify you as to the account or accounts of the Designated Paying Agent that the funds in the Trust Account should be transferred to on the Transfer Date so that the Designated Paying Agent may commence distribution of such funds in accordance with the Company’s instructions. You shall have no obligation to oversee the Designated Paying Agent’s distribution of the funds. Upon the payment to the Designated Paying Agent of all the funds in the Trust Account, the Trust Agreement shall terminate in accordance with the terms thereof.

 

You shall commence distribution of such funds in accordance with the terms of the Trust Agreement and the Amended and Restated Articles of Incorporation of the Company and you shall oversee the distribution of the funds.

 

Upon the payment of all the funds in the Trust Account, the Trust Agreement shall be terminated.

	Very truly yours,   CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	By:
		Name: Steven G. Nelson Title: Chairman

 

	BBV VIETNAM S.E.A. ACQUISITION CORP.
	By:
		Name: Eric M. Zachs Title: President

AFFIRMED:

 

Dated:

	[____________________]
	By:	/s/
		Name:  Title: Authorized Officer

 

	BBV VIETNAM S.E.A. ACQUISITION CORP.
	By:
		Name: Eric M. Zachs Title: President

 

 

 

[Insert date]

 

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

 

Attn: Steven Nelson and Frank Di Paolo

 

Re: Trust Account No. [__________] Termination Letter

 

Ladies and Gentlemen:

 

Pursuant to paragraph 3 of the Investment Management Trust Agreement between BBV Vietnam S.E.A. Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of __________, 2007 (the “Trust Agreement”), this is to advise you that the Board of Directors of the Company has voted to dissolve and liquidate the Company. Attached hereto is a copy of the minutes of the meeting of the Board of Directors of the Company relating thereto, certified by the Secretary of the Company as true and correct and in full force and effect as of the date hereof.

 

In accordance with the terms of the Trust Agreement, we hereby authorize you to commence liquidation of the Trust Account as part of the Company’s plan of dissolution and distribution. In connection with this liquidation, you are hereby authorized to establish a record date for the purposes of determining the shareholders of record entitled to receive their per share portion of the Trust Account (as defined in the Trust Agreement). The record date shall be within ten days of the liquidation date, or as soon thereafter as is practicable. You will notify the Company in writing as to when all of the funds in the Trust Account will be available for immediate transfer (the “Transfer Date”) in accordance with the terms of the Trust Agreement and the Amended and Restated Articles of Incorporation of the Company.

 

You shall commence distribution of such funds in accordance with the terms of the Trust Agreement and the Amended and Restated Articles of Incorporation of the Company and you shall oversee the distribution of the funds.

 

Upon the payment of all the funds in the Trust Account, the Trust Agreement shall be terminated.

 

	Very truly yours,   CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	By:
		Name: Steven G. Nelson Title: Chairman

	BBV VIETNAM S.E.A. ACQUISITION CORP.
	By:
		Name: Eric M. Zachs Title: President

 

 

AFFIRMED:

 

Dated: __________, 2007

 

	[____________________]
	By:
		Name:  Title: Authorized Officer

 

 

 

 

 

 

[Insert date]

 

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

 

Attn: Cynthia Jordan and Frank Di Paolo

 

Re: Trust Account No. [__________] Termination Letter

 

Ladies and Gentlemen:

 

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.

 

In accordance with the terms of the Trust Agreement, we hereby authorize you to distribute from the Trust Account proceeds from the Property equal to the aggregate Tax Payments on such dates, in such amounts and to such payees as indicated on the Schedule of Tax Payments attached hereto as Schedule 1.

 

 

	Very truly yours,   BBV VIETNAM S.E.A. ACQUISITION CORP.
	By:
		Name: Eric M. Zachs Title: President

 

 

 

 

 

 

 

Payment Date:

Amount:

Address:

 

Payment Date:

Amount:

Address:

 

Payment Date:

Amount:

Address:

 

 

 

[Insert date]

 

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

 

Attn: Cynthia Jordan and Frank Di Paolo

 

Re: Trust Account No. [__________] Disbursement Letter

 

Ladies and Gentlemen:

 

Pursuant to Section 3(ii) of the Investment Management Trust Agreement between BBV Vietnam S.E.A. Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company dated as of __________, 2007 (the “Trust Agreement”), we hereby authorize you to disburse from the Trust Account proceeds from the Property, as defined in the Trust Agreement, equal to $__________, to __________ via wire transfer on __________, 200__.

 

	Very truly yours,   BBV VIETNAM S.E.A. ACQUISITION CORP.
	By:
		Name: Eric M. Zachs Title: President

 

 

 

 

 

 

 

AUTHORIZED INDIVIDUAL(S)	AUTHORIZED TELEPHONE NUMBER(S)
Company:
BBV Vietnam S.E.A. Acquisition Corp. 40 Woodland Street Hartford, CT 06105 Attn: Eric M. Zachs, President Attn: Robert H.J. Lee, Chairman	860 ###-###-####
Trustee:
Continental Stock Transfer & Trust Company 17 Battery Place New York, New York 10004 Attn: Frank A. Di Paolo	212 ###-###-####

 

Schedule of fees pursuant to Section 3(c) of Investment Management Trust Agreement

between _____________________and

Continental Stock Transfer & Trust Company

Fee Item	Time and method of payment	Amount
Initial acceptance fee	Initial closing of IPO by wire transfer	$1,000
Annual fee	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	$3,000
Transaction processing fee for disbursements to Company under Sections 2(a) and 2(b)	Deduction by Trustee from disbursement made to Company under Section 2(b)	$250

Agreed:

Dated: _________, 2007

By:_______________________________

Authorized Officer

Continental Stock Transfer & Trust Co.

By: _______________________________

Authorized Officer