Unassociated Document


     

    STOCK
PURCHASE AGREEMENT

     

    STOCK
PURCHASE AGREEMENT (this “Agreement”) made as of this
8th
day of February, 2010 among BBV VIETNAM S.E.A. ACQUISITION CORPORATION, a
Marshall Islands corporation (“Buyer” or “BBV”), VICTORY PARK CREDIT
OPPORTUNITIES MASTER FUND, LTD. (the “Seller”) and solely for the
purposes of Sections 7(a) and (b) and Section 8(a) hereof, JOHN PARK (“Park” or “Insider”), and MIGAMI, INC., a
Nevada corporation (“Migami”).

     

    WHEREAS,
Buyer was organized for the purpose of acquiring, through a merger, capital
stock exchange, asset acquisition or other similar business combination, an
operating business (“Business
Combination”); and

     

    WHEREAS,
Buyer consummated an initial public offering on February 13, 2008 (“IPO”) in connection with which
it raised gross proceeds of approximately $43,180,000, a significant portion of
which was placed in a trust account (the “Trust Account”) maintained by
Continental Stock Transfer and Trust Company (“Continental”) pending the
consummation of a Business Combination, or the dissolution and liquidation of
Buyer in the event it is unable to consummate a Business Combination on or prior
to February 13, 2010, unless such date is extended to not later than February
13, 2011, subject to the approval of Buyers shareholders (the “Extension”), which must be
obtained at the meeting of Buyer’s shareholders on February 12, 2010, as
described in the Proxy Statement included in the Form 6-K filed by Buyer with
the Securities and Exchange Commission on January 29, 2010; and

     

    WHEREAS,
Buyer has entered into that certain letter of intent dated July 23, 2009 with
Migami (the “Letter of
Intent”), pursuant to which Buyer and Migami intend to enter into a
business combination (the “Merger”) as described on
Buyer’s Form 6-K filed with the Securities and Exchange Commission on August 4,
2009 (“Form 6-K”);
and

     

    WHEREAS,
the approval of the Extension and Merger is contingent upon, among other things,
the affirmative vote of holders of a majority of the outstanding common shares
of Buyer which are present and entitled to vote at the special meetings called
to approve the Extension and Merger, respectively; and

     

    WHEREAS,
pursuant to certain provisions in Buyer’s certificate of incorporation, a holder
of shares of Buyer’s common stock issued in the IPO may, if it votes against the
Extension or Merger, demand that Buyer convert such common shares into cash
(“Conversion Rights”);
and

     

    WHEREAS,
the Extension cannot be effectuated and the Merger cannot be consummated if, in
the aggregate, holders of 30% or more of Buyer’s common stock issued in the IPO
both vote against the Extension or Merger, as applicable, and exercise their
Conversion Rights; and

     

    WHEREAS,
Seller has agreed to sell to Buyer all of BBV’s shares bearing Conversion Rights
which are purchased by Seller after the execution of this Agreement (the “Shares”) for the same per
share price paid by Seller for such Shares (“Purchase Price Per Share”) as
will be set forth on a “Schedule of Purchase Price” in
the form of Schedule A
hereto, which shall be amended from time to time to reflect such updated
information, and such additional amount set forth in Section 1(a) (“Aggregate Purchase Price”),
plus the Fees described in Section 1(b).

     

    NOW,
THEREFORE, for and in consideration of the mutual covenants hereinafter set
forth and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.            Purchase and
Fees.

     

    (a)           Seller
hereby agrees to sell to Buyer and Buyer hereby agrees to (i) purchase from
Seller at the Closing as defined in Section 4(c) the Shares for the Aggregate
Purchase Price and (ii) pay the Fees to Seller at the Closing.  The
Aggregate Purchase Price shall be equal to the Purchase Price Per Share for all
of the Shares multiplied by 102.25% if the Closing occurs within thirty days of
the date all Shares have been purchased by Seller, plus an additional amount
equal to 2.25% of the Purchase Price Per Share for each thirty days commencing
thirty-one days after the date all Shares have been purchased by Seller (such
additional amount pro-rated for a period shorter than thirty days) until the
Closing occurs, multiplied by the number of Shares to be purchased by Buyer
hereunder.  Seller shall be obligated to sell to Buyer only those
Shares bearing Conversion Rights purchased by Seller after the date of this
Agreement.  Seller agrees to use its commercially reasonable efforts
to purchase approximately 1,398,001 Shares at a per share purchase price equal
to the lesser of (i) the then current market price at the time of such purchase,
or (ii) $8.00 which is the pro rata amount held in the Trust Account for each
share of Common Stock bearing Conversion Rights as of the date of this
Agreement.  Seller will not be required to take any action not in
compliance with all laws nor to take any action which could have the effect of
making Seller, the Shares or any other property of Seller subject to or liable
under Section 16 of the Securities and Exchange Act of 1934.

     

    (b)           As
additional consideration, Migami shall pay in the aggregate to or for the
benefit of Seller and other sellers who enter into agreements similar to this
agreement (“Other
Sellers”) the sum of $170,000 of which $75,000 has previously been paid
to or for the benefit of Seller prior to the date of this Agreement and which is
not refundable and $95,000 will be paid promptly upon all such Sellers’ purchase
of not less than 3,622,501 Shares, in the aggregate.  Seller
acknowledges and agrees that such payment has and will be delivered to Centurion
Credit Funding LLC.  As further consideration, Buyer will issue and
deliver to Seller fully paid and non-assessable shares of Buyer’s $.0001 par
value common stock (“Fee
Shares”) which are exchangeable for a like amount of common stock of the
surviving public entity if the Merger is consummated, of which 106,128 shares
must be delivered on or before February 11, 2010, and an additional 86,832
shares will be due if the Merger has not closed by the thirtieth day after the
date of this Agreement.  Buyer will also issue and deliver to Seller
2,573 additional shares for each day commencing sixty-one days after the date of
this Agreement through the day before the Merger is voted upon at a meeting of
Buyer’s shareholders.  Shares required to be delivered for periods
through the sixtieth day after the date of this Agreement are not subject to
pro-ration.  Collectively, the cash fee and the Fee Shares are
referred to herein as “Fees”.  The Fee
Shares will not have Conversion Rights. All shares required to be delivered to
the Seller, except for the shares to be delivered on or before February 10, 2010
must be delivered to Seller not later than the day before the Merger is to be
voted upon by Buyer’s shareholders.

     

    2.    
       Agreement to Vote and Not to
Convert.  In further consideration of the Aggregate Purchase
Price and the Fees, provided that the representations and warranties made by
Buyer in Sections 1(b) and 6 hereof and by Insider and Migami in Section 7
hereof are true and correct in all material respects on the date of this
Agreement and through the date of the stockholder meeting in connection with the
approval of the Extension, and if applicable, the Merger, with the same force
and effect as though made on such dates and Buyer, and Insider and Migami have
complied in all material respects with their covenants and obligations set forth
in this Agreement through such dates, (i) to the extent the Shares are not voted
by Park pursuant to the proxy granted in Section 3 below, Seller shall vote all
Shares, or cause all Shares to be voted, in favor of the Extension and Merger,
as applicable, and all other proposals to be voted on at the shareholder meeting
at which the Merger proposal is presented and for which the board of BBV
recommends shareholder approval, it being expressly acknowledged by Seller that
the obligations of Buyer, Migami and Park hereunder are expressly conditioned on
such affirmative votes and (ii) Seller hereby agrees it has not and will not
exercise its Conversion Rights with respect to the Shares.


    
      
         


      

      
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    3.            Appointment of Attorney in
Fact.  Solely with respect to the vote for the Extension and
Merger, and all other proposals to be voted on at the shareholder meeting
at which the Merger proposal is present and for which the board of BBV
recommends shareholder approval, the Seller hereby irrevocably appoints each of
Park and Eric Zachs, each with the ability to act separately, with full power of
substitution, to the full extent of such Seller’s rights with respect to the
Shares (and any and all other Shares or securities or rights issued or issuable
in respect of the Shares), but only to the extent of the Sellers rights in the
Shares, to vote in such manner as such attorney and proxy or his substitute
shall, in his sole discretion deem proper, and otherwise act (including without
limitation pursuant to written consent) with respect to all the Shares to be
sold to Buyer hereunder which such Seller is entitled to vote at any meeting of
stockholders (whether annual or special and whether or not an adjourned meeting)
of Buyer held on or prior to April 19, 2010 in favor of the Extension and
Merger.  This proxy is coupled with an interest and is
irrevocable.  The execution of this Agreement shall revoke, without
further action, all prior proxies granted by the Seller at any time with respect
to such Shares and no subsequent proxies will be given by Seller (and if given
will be deemed not to be effective) with respect to such
matters.  Notwithstanding anything herein to the contrary, the Buyer
acknowledges and agrees that the Seller does not have the right to vote the
Shares as of the January 21, 2010 record date for the Buyer’s shareholder
meeting scheduled for February 12, 2010 and the Seller transfers no greater
voting rights than those transferred to Seller.  Buyer acknowledges
that the record date to vote the Shares at the meeting of Buyer’s shareholders
scheduled for February 12, 2010 precedes the date upon which Seller will have
acquired the Shares and that Seller cannot and does not guarantee that holders
of record of the Shares as of January 21, 2010 will effectively change any vote
already cast or vote the Shares in any particular manner.  The voting
rights granted herein include the right to vote on other matters formally
presented to Buyer’s shareholders in a proxy solicitation filed with the
Securities and Exchange Commission, provided any such other vote would not delay
the payment of the Aggregate Purchase Price and Fees nor in any other way be
adverse to Seller.

     

    4.         
   Closing
Matters.

     

    (a)           Within
one business day of the date of this Agreement, Buyer shall deliver the notice
attached as Annex I hereto to
Continental.

     

    (b)           Prior
to the Closing, Seller shall deliver or cause to be delivered to Buyer
appropriate instructions for book entry transfers of ownership of the Shares
from Seller to Buyer.

     

    (c)           The
closing of the purchase and sale of the Shares (“Closing”) will occur not later
than the first to occur of (i) the first date any funds are disbursed from the
Trust Account, except if the Extension is approved, for disbursements to Buyer’s
shareholders who exercise their Conversion Rights on or prior to February 12,
2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth
business day after the Merger is abandoned, (iv) the third business day after
the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as
such date may be adjourned pursuant to the Escrow Agreement described in Section
6(n) (the “Closing
Date”).  At the Closing, Buyer and Migami shall pay Seller the
Aggregate Purchase Price and the cash portion of the Fees by wire
transfer.  Payments from the Buyer to the Seller shall be made from
the Trust Account in immediately available funds in accordance with the
Irrevocable Instructions attached as Annex I hereto to an account
specified by Seller and Seller shall deliver the Shares immediately thereafter
to Buyer electronically using the Depository Trust Company’s DWAC
(Deposit/Withdrawal at Custodian) System to an account specified by
Buyer.  Notwithstanding anything herein or in the Irrevocable
Instructions to the contrary, if the Merger is not consummated, Buyer shall not
be obligated to pay the Seller for each Share more than the pro rata amount held
in the Trust Account at the time of Buyer’s liquidation for each such
Share.


    
      
         


      

      
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    (d)           In
the event that Seller has not received the Aggregate Purchase Price on a timely
basis on the Closing Date, then Migami shall pay to Seller in immediately
available funds an amount equal to the lesser of (i) 1.0% total amount of, or
(ii) the highest lawful rate of, the total Purchase Price Per Share paid by
Seller for all of the Shares calculated from the date such payment was required
to be made through the date such payment is actually made.

     

    (e)           Upon
the execution of this Agreement, Buyer will deliver to the Investor a legal
opinion from Buyer’s counsel in the form annexed hereto as Annex II.

     

    5.        
    Representations and
Warranties of the Seller.  Seller makes the following
representations and warranties to and for the benefit of Buyer on the date
hereof and on the Closing.

     

    (a)           Sophisticated
Seller.  Seller is sophisticated in financial matters and is
able to evaluate the risks and benefits attendant to the sale of Shares to
Buyer.

     

    (b)           No General
Solicitation.  The Seller was not induced to invest in the Fee
Shares by any form of general solicitation or general advertising.

     

    (c)           Independent
Investigation.  Seller, in making the decision to sell the
Shares to Buyer, has not relied upon any oral or written representations or
assurances from Buyer or any of its officers, directors or employees or any
other representatives or agents of Buyer, except as are contained in this
Agreement.  Seller has had access to all of the filings made by Buyer
with the SEC, pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) and the
Securities Act of 1933, as amended (the “Securities Act”) in each case
to the extent available publicly via the SEC’s Electronic Data Gathering,
Analysis and Retrieval system.

     

    (d)           Authority.  This
Agreement has been validly authorized, executed and delivered by Seller and,
assuming the due authorization, execution and delivery thereof by Buyer, is a
valid and binding agreement enforceable in accordance with its terms, subject to
the general principles of equity and to bankruptcy or other laws affecting the
enforcement of creditors’ rights generally.  The execution, delivery
and performance of this Agreement by Seller does not and will not conflict with,
violate or cause a breach of, constitute a default under, or result in a
violation of (i) any agreement, contract or instrument to which Seller is a
party which would prevent Seller from performing its obligations hereunder or
(ii) any law, statute, rule or regulation to which Seller is
subject.

     

    (e)           No Legal Advice from
Buyer.   Seller acknowledges that it has had the
opportunity to review this Agreement and the transactions contemplated by this
Agreement with Seller’s own legal counsel and investment and tax
advisors.  Seller is not relying on any statements or representations
of Buyer or any of its representatives or agents for legal, tax or investment
advice with respect to this Agreement or the transactions contemplated by the
Agreement.

     

    (f)           Ownership of
Shares.  Seller is the legal and beneficial owner of the Shares
and, to its knowledge, will transfer to Buyer on the Closing Date good title to
the Shares free and clear of any liens, claims, security interests, options,
charges or any other encumbrance whatsoever, except as otherwise agreed to in
writing to Buyer.  Buyer acknowledges that the Shares may be
transferred without the right to vote such Shares or with limited voting rights
as disclosed in Section 3 above.

     

    (g)           Aggregate Purchase Price
Negotiated.  Seller represents that both the amount of Shares
and the Aggregate Purchase Price were negotiated figures by the parties and that
the terms and conditions by the parties of this Agreement may differ from
arrangements entered into with other holders of Buyer’s common
stock.


    
      
         


      

      
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    6.          
  Representations, Warranties
and Covenants of Buyer.  Buyer makes the following
representations, warranties and covenants to and for the benefit of Seller on
the date hereof and on the Closing.

     

    (a)           Sophisticated
Buyer.  Buyer is sophisticated in financial matters and is able
to evaluate the risks and benefits attendant to the purchase of Shares from
Seller.

     

    (b)           Independent
Investigation.  Buyer, in making the decision to purchase the
Shares from Seller, has not relied upon any oral or written representations or
assurances from Seller or any of its officers, directors, partners or employees
or any other representatives or agents of Seller, except as are contained in
this Agreement.

     

    (c)           Authority.  This
Agreement has been validly authorized, executed and delivered by Buyer and
assuming the due authorization, execution and delivery thereof by Seller, is a
valid and binding agreement of Buyer enforceable against Buyer in accordance
with its terms, subject to the general principles of equity and to bankruptcy or
other laws affecting the enforcement of creditors’ rights
generally.  The execution, delivery and performance of this Agreement
by Buyer does not and will not conflict with, violate or cause a breach of,
constitute a default under, or result in a violation of (i) any agreement,
contract or instrument to which Buyer is a party which would prevent Buyer from
performing its obligations hereunder or (ii) any law, statute, rule or
regulation to which Buyer is subject.

     

    (d)           No Legal Advice from
Seller.  Buyer acknowledges that it has had the opportunity to
review this Agreement and the transactions contemplated by this Agreement with
Buyer’s own legal counsel and investment and tax advisors.  Buyer is
relying solely on such counsel and advisors and not on any statements or
representations of Seller or any of its representatives or agents for legal, tax
or investment advice with respect to this Agreement or the transactions
contemplated by this Agreement.

     

    (e)           Organization.  Buyer
has been duly organized and is validly existing under the laws of its
jurisdiction of organization, with all requisite power and authority to enter
into this Agreement, to carry out the provisions and conditions hereof, and to
consummate the transactions contemplated hereby.

     

    (f)           Liabilities.  Buyer
(i) has no liabilities, obligations, guarantees or commitments of any nature
whatsoever, asserted or unasserted, known or unknown, absolute or contingent,
accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”) other than those
reflected on Schedule B
attached hereto, and (ii) has no outstanding Liabilities that are not subject to
an effective waiver of claims against the Trust Account, except those
Liabilities set forth on such Schedule B and indicated as
“unwaived,” which Schedule
B includes, but is not limited to, all Liabilities that resulted from,
and potential Liabilities that could result from, target businesses, vendors and
service providers that have not waived any claims against the Trust
Account.

     

    (g)           Title and
Liens.  (i) Buyer has good title to the Trust Account and all
assets in, or credited to, in the Trust Account, and (ii) the Trust Account,
together with all assets in, or credited to, the Trust Account, are free and
clear of any security interest, mortgage, pledge, lien, charge, encumbrance,
title retention agreement or analogous instrument or device (a “Lien”) other
than the Liens in favor of Continental for the customary fees and expenses of
Continental incurred in connection with the administration of the Trust Account
and those creditors set forth on the Schedule of Liabilities attached hereto and
indicated as “unwaived", and (iii) Buyer has not and will not create, incur, or
suffer to exist any Lien on the Trust Account or any asset in or credited to the
Trust Account, whether arising by contract or agreement or under
law.


    
      
         


      

      
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    (h)           Waivers of Claims Against
Trust Account.  Except as otherwise disclosed on the Schedule
of Liabilities described in Section 6(f) above, Buyer has not obtained and
agrees that it will not obtain, the services of any vendor or service provider
unless and until such vendor or service provider acknowledges in writing that it
does not have any right, title, interest or claim of any kind in or to any
monies, securities, or other assets of the Trust Account and waives any claim it
may have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with Buyer and will not seek recourse against the Trust
Account for any reason whatsoever; provided that the foregoing shall not apply
to Buyer’s independent accountants.  In addition, Buyer will obtain
and deliver to Seller irrevocable waivers of claims against the Trust Account
from Migami, and Loeb & Loeb LLP, which must remain in full force and effect
until the Aggregate Purchase Price and Fees have been irrevocably paid to
Seller.

     

    (i)           Future
Indebtedness.   Buyer agrees that it shall not incur any
Indebtedness (as defined below) in excess of $10,000 in the aggregate, other
than Indebtedness listed on Schedule C attached hereto,
without the prior written consent of Seller prior to the Closing. “Indebtedness” means (i)
indebtedness for borrowed money or the deferred price of property, goods or
services (other than trade and other payables incurred in the ordinary course of
business in the aggregate not exceeding $25,000 other than expenses related to
the merger), such as reimbursement and other obligations for surety bonds and
letters of credit, (ii) obligations evidenced by notes, bonds, debentures or
similar instruments, (iii) capital lease obligations, (iv) the net obligations
of Buyer under derivative transactions (including, but not limited to, under
swap agreements) or commodity transactions, and (v) any other operating expenses
or other obligations incurred by Buyer other than expenses related to the
merger; and (vi) obligations of Buyer under a guarantee of debt of others of the
kinds referred to in clauses
(i) through (v)
above. Notwithstanding anything to the contrary in this Agreement, “Indebtedness” shall not mean
or include (i) any contracts or arrangements of Buyer to purchase additional
shares of BBV common stock using proceeds held in the Trust Account in an amount
equal to or less than $8.00 per share, (ii) any taxes owed to any federal, state
or local taxing authority and (ii) the payment of any Conversion
Rights.  The Indebtedness set forth on Schedule C shall be subordinated in
payment and performance to the obligation to pay Seller pursuant to this
Agreement in a manner reasonably acceptable to Seller.

     

    (j)           Trust
Account.  Buyer confirms and represents that as of the date of
this Agreement not less than $41,400,000 is held in the Trust
Account.  Buyer covenants that the value of the Trust Account, as of
any date of determination, shall not be less than $8.00 per share of Buyer
common stock issued in the IPO subject to conversion.  As of the date
of this Agreement, the pro rata amount held in the Trust Account for each share
of Buyer’s common stock having Conversion Rights is $8.00.

     

    (k)           Irrevocable Instructions to
Continental.  Upon execution of this Agreement, Buyer is
delivering the Irrevocable Instructions attached as Annex I to Continental
requiring that no funds be released from the Trust Account unless the amounts
released from the Trust Account are used to pay in full the amount due to the
Seller under this Agreement prior to release of any funds from the Trust Account
to Buyer or any other party and Continental has acknowledged and agreed to such
Irrevocable Instructions. Seller hereby agrees and consents to the terms of such
irrevocable instruction letter. Buyer shall deliver a copy of such Irrevocable
Instructions to Seller upon execution of this Agreement.  Buyer agrees
that it will not enter into an agreement for a replacement of Continental as
trustee in connection with the Trust Account unless and until Buyer, such
substitute trustee, and any other required signatory shall first deliver to the
Seller fully executed Irrevocable Instructions substantially in the form
attached as Annex I hereto together with all
others instructions executed by Continental and Buyer in connection with
transfer of any funds in the Trust Account.  Upon the replacement of
Continental, all references herein to Continental will be to the substitute
trustee.  Buyer shall not provide any instructions with respect to the
distribution of the Trust Account that are different from the Irrevocable
Instructions without the consent of Seller and all signatories to the
Irrevocable Instructions; provided, however, upon written
confirmation of Trustee’s compliance with the irrevocable instruction letter and
payment of the Aggregate Purchase Price and the Fees to Seller, Buyer may
thereafter liquidate the Trust Account.  Seller will not be required
to take any action with respect to this Agreement unless and until the fully
executed Irrevocable Instructions are delivered to Seller.


    
      
         


      

      
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    (l)        
   Investments. From the
date of this Agreement until all amounts due to the Seller are paid, Buyer
agrees to invest the monies in the Trust Account in a money market fund invested
in United States “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940.

     

    (m)           Filings. None of the
filings and reports made by Buyer with SEC and available on the SEC’s EDGAR
system, as of their respective filing dates, will contain any untrue statement
of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.  From and
after the date of this Agreement through the date Seller has irrevocably
received the Aggregate Purchase Price and Fees.  Buyer agrees to make
all required filings with the SEC under the federal securities
laws.  Buyer represents that it is a “foreign private issuer” as that
term is employed in the Securities and Exchange Act of 1934.  Buyer
further covenants and agrees that for so long as Seller owns any Shares, Buyer
will not terminate its status as a “foreign private issuer” nor take any action
which will cause a holder of Buyer’s common stock to become subject to Section
16 of the Securities and Exchange Act of 1934.

     

    (n)           Escrowed
Funds.  On or before February 9, 2010, Migami will deposit the
sum of $100,000 for Seller and Other Sellers, in an escrow account pursuant to
an agreement reasonably acceptable to Seller and Other Sellers (“Escrow
Agreement”).  On or before February 19, 2010, Migami will
deposit an additional $75,000 in escrow for Seller and Other Sellers pursuant to
the Escrow Agreement.  On or before March 1, 2010, Migami will deposit
an additional $550,000 in escrow for Seller and Other Sellers pursuant to the
Escrow Agreement.  Provided the first two above described deposits are
timely made, the date in Section 4(c)(v) shall be adjourned to March 2,
2010.  Provided all three such deposits are timely made, the date in
Section 4(c)(v) shall be adjourned to March 15, 2010.  The Escrow
Agreement will include a condition that, provided a Closing Date has not yet
arrived, Migami may further adjourn the date set forth in Section 4(c)(v) one
calendar day for each additional $21,735 deposited in escrow pursuant to the
Escrow Agreement.  The escrowed funds will be pledged to secure the
payment to Seller and Other Sellers, pro rata, of the difference between the
Aggregate Purchase Price and the actual total cost of the Shares to Seller as
set forth on Schedule A
hereto.  The failure to timely make any such escrow deposits shall
constitute a default of Buyer’s obligations under this Agreement, make void the
Proxy granted in Section 3 above and relieve Seller (but not Buyer, Migami or
Park) of any obligations under this Agreement.

     

    7.           Representations, Warranties
and Covenants of Insider and Migami.  The following
representations, warranties and covenants are made to and for the benefit of
Seller on the date hereof and on the Closing.

     

    (a)           The
execution, delivery and performance of this Agreement by Insider is a legal,
valid and binding agreement of such Insider, enforceable against such Insider in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors’ rights and remedies generally and subject, as to enforceability, to
general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity).


    
      
         


      

      
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    (b)           Insider
will not take any action or give any instructions that would result in Buyer
breaching this Agreement.

     

    (c)           Migami
represents and warrants to and for the benefit of Seller on the date hereof and
on the Closing that the execution, delivery and performance of this Agreement by
Migami is a legal, valid and binding agreement of Migami, enforceable against
Migami in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors’ rights and remedies generally and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).

     

    8.            Indemnification.

     

    (a)        
  In the event that the Aggregate Purchase Price and the Fees are not
fully paid to Seller at the Closing, Migami and Insider hereby agree, jointly
and severally, to indemnify and hold harmless Seller against any loss incurred
in an amount equal to the difference between (x) the sum of the Aggregate
Purchase Price, the cash portion of the Fees and any other cash amount payable
hereunder by Buyer, Insider or Migami to Seller, minus (y) the cash amount
actually received by Seller in respect of the Aggregate Purchase Price, cash
portion of the Fees and any other cash amount payable hereunder by Insider or
Migami.  Migami and the Insider agree, jointly and severally, to pay
any and all costs, fees and expenses (including counsel fees and expenses)
incurred by Seller in enforcing its rights under this Section 8(a).

     

    (b)           Buyer
and Migami (together with their successors) hereby agree, jointly and severally,
to indemnify and hold harmless Seller and each of its partners, principals,
members, officers, directors, employees, agents, representatives and affiliated
or managed funds from and against any and all losses, claims, damages,
liabilities and expenses, joint or several, of any kind or nature whatsoever,
and any and all actions, inquiries, proceedings and investigations in respect
thereof (including any proceeding by any government subdivision and any claim by
any former or current securityholder of  Buyer), whether pending or
threatened, to which any such party may become subject, arising in any manner
out of or in connection with this Agreement or the transactions contemplated
herein to the fullest extent permitted under applicable law, regardless of
whether any of such parties is a party hereto, and immediately upon request
reimburse such party for such party’s legal and other expenses as they are
incurred in connection with investigating, preparing, defending, paying,
settling or compromising any such action, inquiry, proceeding or investigation
(including, without limitation, usual and customary per diem compensation for
any such party’s involvement in discovery proceedings or testimony); provided
that Buyer and Migami shall not be liable for any such loss, liability, claim,
damage or expense resulting from actions taken by Seller in bad faith or as a
result of its gross negligence or willful misconduct.

     

    9.           All
notices, demands, requests, consents, approvals and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid or, (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur.  The
address for such communications shall be:


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (a)

            	
              If
      to Victory Park Credit, to:

            


    

    


    Victory
Park Credit Opportunities Master Fund, Ltd.

    c/o
Victory Park Capital Advisors, LLC

    227 West
Monroe, Suite 3900

    Chicago,
IL 60606

    Attn:

    Fax:

    


    With a
copy to (which shall not constitute notice):

    


    Grushko
& Mittman, P.C.

    551 Fifth
Avenue, Suite 1601

    New York,
NY 10176

    Attn:
Edward M. Grushko, Esq.

    Fax:
(212) 697-3575

    E-mail:
edgrushko@aol.com

    


    
      	
               
      

            	
              (b)

            	
              If
      to Buyer, to:

            


    

    


    BBV
Vietnam S.E.A. Acquisition Corporation

    61 Hue
Lane, Hai Ba Trung District

    Hanoi,
Vietnam

    Attn:
Eric Zachs, President

    Fax:
(860) 727-5780

    E-mail:
ezachs@bbvllc.com

    


    With a
copy to (which shall constitute notice):

    


    BBV
Vietnam S.E.A. Acquisition Corporation

    40
Woodland Street

    Hartford,
CT 06105

    Attn:
Dawn Griswold

    Fax:
(860) 727-5780

    E-mail:
dgriswold@mcmgmt.com

    


    With a
copy to (which shall not constitute notice):

    


    Loeb
& Loeb LLP

    345 Park
Avenue

    New York,
NY 10154

    Attn: C.
Christopher Murillo

    Fax:
(646) 924-3699

    E-mail:
cmurillo@loeb.com


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (c)

            	
              If
      to Migami and Insider, to:

            


    

    


    Migami,
Inc.

    6320
Canoga Avenue, Suite 1430

    Woodland
Hills, CA 91367

    Fax:
(818) 371-0428

    E-mail:
jpark@migami.net

    


    With a
copy to (which shall not constitute notice):

    


    Ellenoff
Grossman & Schole LLP

    150 East
42nd
Street, Suite 1100

    New York,
NY 10017

    Attn:
Barry I. Grossman, Esq.

    Fax:
(212) 370-7889

    E-mail:
bigrossman@egsllp.com

    


    10.           Expenses.  All
costs and expenses incurred in connection with the transactions contemplated by
this Agreement, including, without limitation, legal fees and expenses and all
other out-of-pocket costs and expenses of third parties incurred by a party in
connection with the negotiation and effectuation of the terms and conditions of
this Agreement and the transactions contemplated thereby, shall be the
obligation of the respective party incurring such fees and
expenses.

     

    11.           Counterparts;
Facsimile.  This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
instrument.  This Agreement or any counterpart may be executed via
facsimile or electronic transmission, and any such executed facsimile or
electronic copy shall be treated as an original.

     

    12.           Governing
Law.  This Agreement shall for all purposes be deemed to be
made under and shall be construed in accordance with the laws of the State of
New York.  Each of the parties hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this
Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive.  Each of the parties hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum and
irrevocably waives trial by jury.

     

    13.           Remedies.  Each
of the parties hereto acknowledges and agrees that, in the event of any breach
of any covenant or agreement contained in this Agreement by the other party,
money damages may be inadequate with respect to any such breach and the
non-breaching party may have no adequate remedy at law.  It is
accordingly agreed that each of the parties hereto shall be entitled, in
addition to any other remedy to which they may be entitled at law or in equity,
to seek injunctive relief and/or to compel specific performance to prevent
breaches by the other party hereto of any covenant or agreement of such other
party contained in this Agreement.

     

    14.           Binding Effect;
Assignment.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives,
successors and permitted assigns.  This Agreement shall not be
assigned by either party without the prior written consent of the other party
hereto, except that Seller may assign any of its rights and interests to any
person or entity with Buyer’s and Migami’s prior written consent (which consent
will not be unreasonably withheld) provided that the performance required of
Seller, or any transferee of the Shares, hereunder will not be
impaired.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    15.           Headings.  The
descriptive headings of the Sections hereof are inserted for convenience only
and do not constitute a part of this Agreement.

     

    16.           Entire Agreement; Changes in
Writing.  This Agreement constitutes the entire agreement among
the parties hereto and supersedes and cancels any prior agreements,
representations, warranties, whether oral or written, among the parties hereto
relating to the transaction contemplated hereby.  Neither this
Agreement not any provision hereof may be changed or amended orally, but only by
an agreement in writing signed by the other party hereto.

     

    17.           Maximum
Payments.  Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum rate permitted by applicable law.  In the event
that the rate of interest required to be paid or other charges hereunder exceed
the maximum rate permitted by applicable law, any payments in excess of such
maximum rate shall be credited against amounts owed by Buyer or Insider to the
Seller and thus refunded to Buyer or Insider, as applicable.

     

    18.           Seller W-9. Seller
agrees to promptly provide to Buyer an Internal Revenue Service Request for
Taxpayer Identification Number and Certification Form W-9.

    


    19.           Acknowledgement.
Seller acknowledges that Buyer may publicly disclose the information contained
in this agreement and may make any related filings with the Securities and
Exchange Commission, including filings on a Current Report on Form 6-K, as Buyer
may deem appropriate.

    


    20.           Notice. Seller will
promptly notify Buyer of any purchase of shares of stock of Buyer that are
entered into by Seller by delivery of an updated Schedule A via email to all
parties set forth in, and pursuant to, Section 9 hereof.

    


    21.           Miscellaneous. This
Agreement does not relate to any shares of Buyer common stock or other
securities owned by Seller which are not included in the definition of “Shares”
under this Agreement.

     

    [signatures
on following page]


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set
forth on the first page of this Agreement.

     

    
      
        
          
            
              	 
      	
                      BBV
      VIETNAM S.E.A. ACQUISITION

                      CORPORATION

                    
	 
      	 
      
	 
      	
                      By:

                    	  
      
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    
	 
      	 
      
	 
      	
                      VICTORY
      PARK CREDIT OPPORTUNITIES

                      MASTER
      FUND, LTD.

                    
	 
      	 
      
	 
      	
                      By:

                    	  
      
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    
	 
      	 
      
	 
      	
                      MIGAMI,
      INC.

                    
	 
      	 
      
	 
      	
                      By:

                    	  
      
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    
	 
      	 
      
	 
      	
                      The
      undersigned joins as parties to the foregoing

                      Agreement
      for the purposes provided in Sections 7(a)

                      and
      (b) and Section 8(a) of the Agreement:

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      JOHN
      PARK

                    


            

          

        

      

    

     

    
      
         


      

      
        12