EXHIBIT
      10.2

     

    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 1,017,857 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 with the consent of the
      Company;

     

    (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) $[•]

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    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;

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (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;

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (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).

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    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) 509-5150 

    


    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) - [•]

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    in
      either case with a copy to:

     

    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) 983-3115 

    


    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.

     

    


     

    (Remainder
      of page intentionally left blank. Signature page to follow.)

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    


     

    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

            
	 	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

     

    [Letterhead
      of Company]

     

    [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.

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    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

            
	 	 




    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

     

    [Letterhead
      of Company]

     

    


     

    [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.

     


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    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

            
	 	 




    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

    


     

    EXHIBIT
      C

     

    [Letterhead
      of Company]

     

    [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.

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              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

            
	 	 


    

     

     

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

     

    [Letterhead
      of Company]

     

    [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

            
	 	 


    

    
    

     

     

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    


     

    SCHEDULE
      1

     

    SCHEDULE
      OF TAX PAYMENTS

     

    [Payee]

    Payment
      Date:

    Amount:

    Address:


     

    [Payee]

    Payment
      Date:

    Amount:

    Address:

     

    [Payee]

    Payment
      Date:

    Amount:

    Address:

    
      
        
        

      

      
        SCH-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      E

     

    [Letterhead
      of Company]

     

    [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

            
	 	 


    

     

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

     

    


     

    EXHIBIT
      F

     

    


     

    
      	
              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

            	
              860-727-5734

            
	 	 
	
              Trustee:

            	 
	 	 
	
              Continental
                Stock Transfer & Trust Company

              17
                Battery Place

              New
                York, New York 10004

              Attn:
                Frank A. Di Paolo

            	
              212-845-3270

            


    

    


     


    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

    


    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