Exhibit
10.1

    


    EXECUTION
COPY

     

    
      
        

      

      
      

    

    MERGER
AGREEMENT AND PLAN OF REORGANIZATION

    


    BY
AND AMONG

    


    BBV
VIETNAM S.E.A. ACQUISITION CORPORATION,

    


    BBV
SUB, INC.

    


    MIGAMI,
INC.

    


    AND

    


    PHARMANITE,
INC.

    


    Dated
as of February 27, 2010

       

      

    

        

    
      
        
           


        

        
          
          

          
            

          

        

        
           


          EXECUTION
COPY

        

      

    

    
       


    

    TABLE
OF CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      	 
      	 
      	
                                                                                                              Page

                                                                                                            
	 
      	 
      	 
      
	
                                                                                                              ARTICLE
      I      TERMS OF THE
      EXCHANGE

                                                                                                            	
                                                                                                              2

                                                                                                            
	
                                                                                                              1.1

                                                                                                            	
                                                                                                              The Exchange

                                                                                                            	
                                                                                                              2

                                                                                                            
	
                                                                                                              1.2

                                                                                                            	
                                                                                                              The Closing

                                                                                                            	
                                                                                                              2

                                                                                                            
	
                                                                                                              1.3

                                                                                                            	
                                                                                                              Exchange of Securities

                                                                                                            	
                                                                                                              3

                                                                                                            
	
                                                                                                              1.4

                                                                                                            	
                                                                                                              Tender and Payment

                                                                                                            	
                                                                                                              3

                                                                                                            
	
                                                                                                              1.5

                                                                                                            	
                                                                                                              Certificate of Incorporation and Governing
      Documents

                                                                                                            	
                                                                                                              3

                                                                                                            
	
                                                                                                              1.6

                                                                                                            	
                                                                                                              Headquarters

                                                                                                            	
                                                                                                              3

                                                                                                            
	
                                                                                                              1.7

                                                                                                            	
                                                                                                              Directors and Officers; Lock
    Up

                                                                                                            	
                                                                                                              4

                                                                                                            
	
                                                                                                              1.8

                                                                                                            	
                                                                                                              Certain Adjustments to BBV
      Capitalization

                                                                                                            	
                                                                                                              4

                                                                                                            
	
                                                                                                              1.9

                                                                                                            	
                                                                                                              Other Effects of the Merger

                                                                                                            	
                                                                                                              4

                                                                                                            
	
                                                                                                              1.10

                                                                                                            	
                                                                                                              Additional Actions

                                                                                                            	
                                                                                                              4

                                                                                                            
	
                                                                                                              ARTICLE
      II      REPRESENTATIONS AND WARRANTIES
      OF MIGAMI AND

                                                                                                                                          MIGAMI SUB

                                                                                                            	
                                                                                                              4

                                                                                                            
	
                                                                                                              2.1

                                                                                                            	
                                                                                                              Due Organization and Good
      Standing

                                                                                                            	
                                                                                                              5

                                                                                                            
	
                                                                                                              2.2

                                                                                                            	
                                                                                                              Subsidiaries

                                                                                                            	
                                                                                                              6

                                                                                                            
	
                                                                                                              2.3

                                                                                                            	
                                                                                                              Authorization; Binding
      Agreement

                                                                                                            	
                                                                                                              6

                                                                                                            
	
                                                                                                              2.4

                                                                                                            	
                                                                                                              Governmental Approvals

                                                                                                            	
                                                                                                              7

                                                                                                            
	
                                                                                                              2.5

                                                                                                            	
                                                                                                              No Violations or Conflicts

                                                                                                            	
                                                                                                              7

                                                                                                            
	
                                                                                                              2.6

                                                                                                            	
                                                                                                              Migami Financial Statements; Exchange Act
      Registration

                                                                                                            	
                                                                                                              8

                                                                                                            
	
                                                                                                              2.7

                                                                                                            	
                                                                                                              Absence of Certain Changes

                                                                                                            	
                                                                                                              9

                                                                                                            
	
                                                                                                              2.8

                                                                                                            	
                                                                                                              Absence of Undisclosed
      Liabilities

                                                                                                            	
                                                                                                              9

                                                                                                            
	
                                                                                                              2.9

                                                                                                            	
                                                                                                              Compliance with Laws

                                                                                                            	
                                                                                                              9

                                                                                                            
	
                                                                                                              2.10

                                                                                                            	
                                                                                                              Regulatory Agreements;
    Permits

                                                                                                            	
                                                                                                              10

                                                                                                            
	
                                                                                                              2.11

                                                                                                            	
                                                                                                              Litigation

                                                                                                            	
                                                                                                              11

                                                                                                            
	
                                                                                                              2.12

                                                                                                            	
                                                                                                              Restrictions on Business
      Activities

                                                                                                            	
                                                                                                              11

                                                                                                            
	
                                                                                                              2.13

                                                                                                            	
                                                                                                              Material Contracts

                                                                                                            	
                                                                                                              11

                                                                                                            
	
                                                                                                              2.14

                                                                                                            	
                                                                                                              Intellectual Property

                                                                                                            	
                                                                                                              13

                                                                                                            
	
                                                                                                              2.15

                                                                                                            	
                                                                                                              Employee Benefit Plans

                                                                                                            	
                                                                                                              14

                                                                                                            
	
                                                                                                              2.16

                                                                                                            	
                                                                                                              Taxes and Returns

                                                                                                            	
                                                                                                              15

                                                                                                            
	
                                                                                                              2.17

                                                                                                            	
                                                                                                              Finders and Investment
    Bankers

                                                                                                            	
                                                                                                              16

                                                                                                            
	
                                                                                                              2.18

                                                                                                            	
                                                                                                              Title to Properties; Assets

                                                                                                            	
                                                                                                              16

                                                                                                            
	
                                                                                                              2.19

                                                                                                            	
                                                                                                              Employee Matters

                                                                                                            	
                                                                                                              18

                                                                                                            
	
                                                                                                              2.20

                                                                                                            	
                                                                                                              Environmental Matters

                                                                                                            	
                                                                                                              18

                                                                                                            
	
                                                                                                              2.21

                                                                                                            	
                                                                                                              Transactions with
Affiliates

                                                                                                            	
                                                                                                              19

                                                                                                            
	
                                                                                                              2.22

                                                                                                            	
                                                                                                              Insurance

                                                                                                            	
                                                                                                              19

                                                                                                            
	
                                                                                                              2.23

                                                                                                            	
                                                                                                              Books and Records

                                                                                                            	
                                                                                                              20

                                                                                                            
	
                                                                                                              2.24

                                                                                                            	
                                                                                                              Information Supplied

                                                                                                            	
                                                                                                              20

                                                                                                            
	
                                                                                                              2.25

                                                                                                            	
                                                                                                              Illegal Payments

                                                                                                            	
                                                                                                              20

                                                                                                            
	
                                                                                                              2.26

                                                                                                            	
                                                                                                              Customers and Suppliers

                                                                                                            	
                                                                                                              20

                                                                                                            
	
                                                                                                              2.27

                                                                                                            	
                                                                                                              Negotiations

                                                                                                            	
                                                                                                              21

                                                                                                            
	
                                                                                                              2.28

                                                                                                            	
                                                                                                              Certain Representations of
      Migami

                                                                                                            	
                                                                                                              21

                                                                                                            
	
                                                                                                              ARTICLE
      III      REPRESENTATIONS AND WARRANTIES
      OF BBV

                                                                                                            	
                                                                                                              21

                                                                                                            
	
                                                                                                              3.1

                                                                                                            	
                                                                                                              Due Organization and Good
      Standing

                                                                                                            	
                                                                                                              22

                                                                                                            
	
                                                                                                              3.2

                                                                                                            	
                                                                                                              Capitalization

                                                                                                            	
                                                                                                              22

                                                                                                            


                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
          -ii-

          
            

          

        

        
           


          EXECUTION
COPY

        

      

    

    
       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            	
                                                                                                                    3.3

                                                                                                                  	
                                                                                                                    Authorization; Binding
      Agreement

                                                                                                                  	
                                                                                                                    23

                                                                                                                  
	
                                                                                                                    3.4

                                                                                                                  	
                                                                                                                    Governmental Approvals

                                                                                                                  	
                                                                                                                    24

                                                                                                                  
	
                                                                                                                    3.5

                                                                                                                  	
                                                                                                                    No Violations

                                                                                                                  	
                                                                                                                    24

                                                                                                                  
	
                                                                                                                    3.6

                                                                                                                  	
                                                                                                                    SEC Filings and BBV Financial
      Statements

                                                                                                                  	
                                                                                                                    24

                                                                                                                  
	
                                                                                                                    3.7

                                                                                                                  	
                                                                                                                    Absence of Undisclosed
      Liabilities

                                                                                                                  	
                                                                                                                    25

                                                                                                                  
	
                                                                                                                    3.8

                                                                                                                  	
                                                                                                                    Compliance with Laws

                                                                                                                  	
                                                                                                                    26

                                                                                                                  
	
                                                                                                                    3.9

                                                                                                                  	
                                                                                                                    Regulatory Agreements; Permits;
      Qualifications

                                                                                                                  	
                                                                                                                    26

                                                                                                                  
	
                                                                                                                    3.10

                                                                                                                  	
                                                                                                                    Absence of Certain Changes

                                                                                                                  	
                                                                                                                    27

                                                                                                                  
	
                                                                                                                    3.11

                                                                                                                  	
                                                                                                                    Taxes and Returns

                                                                                                                  	
                                                                                                                    27

                                                                                                                  
	
                                                                                                                    3.12

                                                                                                                  	
                                                                                                                    Restrictions on Business
      Activities

                                                                                                                  	
                                                                                                                    28

                                                                                                                  
	
                                                                                                                    3.13

                                                                                                                  	
                                                                                                                    Employee Benefit Plans

                                                                                                                  	
                                                                                                                    29

                                                                                                                  
	
                                                                                                                    3.14

                                                                                                                  	
                                                                                                                    Employee Matters

                                                                                                                  	
                                                                                                                    29

                                                                                                                  
	
                                                                                                                    3.15

                                                                                                                  	
                                                                                                                    Material Contracts

                                                                                                                  	
                                                                                                                    29

                                                                                                                  
	
                                                                                                                    3.16

                                                                                                                  	
                                                                                                                    Litigation

                                                                                                                  	
                                                                                                                    29

                                                                                                                  
	
                                                                                                                    3.17

                                                                                                                  	
                                                                                                                    Transactions with
Affiliates

                                                                                                                  	
                                                                                                                    30

                                                                                                                  
	
                                                                                                                    3.18

                                                                                                                  	
                                                                                                                    Investment Company Act

                                                                                                                  	
                                                                                                                    30

                                                                                                                  
	
                                                                                                                    3.19

                                                                                                                  	
                                                                                                                    Books and Records

                                                                                                                  	
                                                                                                                    30

                                                                                                                  
	
                                                                                                                    3.20

                                                                                                                  	
                                                                                                                    Finders and Investment
    Bankers

                                                                                                                  	
                                                                                                                    30

                                                                                                                  
	
                                                                                                                    3.21

                                                                                                                  	
                                                                                                                    Information Supplied

                                                                                                                  	
                                                                                                                    30

                                                                                                                  
	
                                                                                                                    3.22

                                                                                                                  	
                                                                                                                    Trust Account

                                                                                                                  	
                                                                                                                    31

                                                                                                                  
	
                                                                                                                    3.23

                                                                                                                  	
                                                                                                                    Intellectual Property

                                                                                                                  	
                                                                                                                    31

                                                                                                                  
	
                                                                                                                    3.24

                                                                                                                  	
                                                                                                                    Real Property

                                                                                                                  	
                                                                                                                    31

                                                                                                                  
	
                                                                                                                    3.25

                                                                                                                  	
                                                                                                                    Environmental Matters

                                                                                                                  	
                                                                                                                    31

                                                                                                                  
	
                                                                                                                    3.26

                                                                                                                  	
                                                                                                                    Insurance

                                                                                                                  	
                                                                                                                    31

                                                                                                                  
	
                                                                                                                    3.27

                                                                                                                  	
                                                                                                                    Bankruptcy

                                                                                                                  	
                                                                                                                    32

                                                                                                                  
	
                                                                                                                    3.28

                                                                                                                  	
                                                                                                                    OTCBB Quotation

                                                                                                                  	
                                                                                                                    32

                                                                                                                  
	
                                                                                                                    3.29

                                                                                                                  	
                                                                                                                    Registration of the Common Stock, Units and the
      Warrants

                                                                                                                  	
                                                                                                                    32

                                                                                                                  
	
                                                                                                                    3.30

                                                                                                                  	
                                                                                                                    Foreign Private Issuer

                                                                                                                  	
                                                                                                                    32

                                                                                                                  
	
                                                                                                                    3.31

                                                                                                                  	
                                                                                                                    BBV Sub

                                                                                                                  	
                                                                                                                    33

                                                                                                                  
	
                                                                                                                    ARTICLE
      IV     COVENANTS

                                                                                                                  	
                                                                                                                    33

                                                                                                                  
	
                                                                                                                    4.1

                                                                                                                  	
                                                                                                                    Conduct of Business of
    Migami

                                                                                                                  	
                                                                                                                    33

                                                                                                                  
	
                                                                                                                    4.2

                                                                                                                  	
                                                                                                                    Access and Information;
      Confidentiality

                                                                                                                  	
                                                                                                                    34

                                                                                                                  
	
                                                                                                                    4.3

                                                                                                                  	
                                                                                                                    No Solicitation

                                                                                                                  	
                                                                                                                    35

                                                                                                                  
	
                                                                                                                    4.4

                                                                                                                  	
                                                                                                                    Stockholder Litigation

                                                                                                                  	
                                                                                                                    36

                                                                                                                  
	
                                                                                                                    4.5

                                                                                                                  	
                                                                                                                    Conduct of Business of BBV

                                                                                                                  	
                                                                                                                    36

                                                                                                                  
	
                                                                                                                    4.6

                                                                                                                  	
                                                                                                                    Market Standoff Agreement

                                                                                                                  	
                                                                                                                    37

                                                                                                                  
	
                                                                                                                    4.7

                                                                                                                  	
                                                                                                                    Merger Consideration Lock
    Up.

                                                                                                                  	
                                                                                                                    37

                                                                                                                  
	
                                                                                                                    4.7

                                                                                                                  	
                                                                                                                    Merger Consideration Lock
    Up.

                                                                                                                  	
                                                                                                                    37

                                                                                                                  
	
                                                                                                                    4.7

                                                                                                                  	
                                                                                                                    Tax Indemnification of BBV by Migami.

                                                                                                                  	
                                                                                                                    37

                                                                                                                  
	
                                                                                                                    ARTICLE
      V      ADDITIONAL COVENANTS OF THE
      PARTIES

                                                                                                                  	
                                                                                                                    37

                                                                                                                  
	
                                                                                                                    5.1

                                                                                                                  	
                                                                                                                    Notification of Certain
    Matters

                                                                                                                  	
                                                                                                                    37

                                                                                                                  
	
                                                                                                                    5.2

                                                                                                                  	
                                                                                                                    Commercially Reasonable
    Efforts

                                                                                                                  	
                                                                                                                    38

                                                                                                                  
	
                                                                                                                    5.3

                                                                                                                  	
                                                                                                                    Public Announcements

                                                                                                                  	
                                                                                                                    39

                                                                                                                  
	
                                                                                                                    5.4

                                                                                                                  	
                                                                                                                    Public Filings

                                                                                                                  	
                                                                                                                    39

                                                                                                                  
	
                                                                                                                    5.5

                                                                                                                  	
                                                                                                                    Reservation of Stock

                                                                                                                  	
                                                                                                                    40

                                                                                                                  
	
                                                                                                                    5.6

                                                                                                                  	
                                                                                                                    BBV Stockholder Meeting and Warrantholder Meeting;
      Proxy

                                                                                                                  	
                                                                                                                    40

                                                                                                                  
	
                                                                                                                    5.7

                                                                                                                  	
                                                                                                                    Directors and Officers of
    BBV

                                                                                                                  	
                                                                                                                    42

                                                                                                                  
	
                                                                                                                    5.8

                                                                                                                  	
                                                                                                                    Hart-Scott-Rodino Filing

                                                                                                                  	
                                                                                                                    42

                                                                                                                  


                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
          -iii-

          
            

          

        

        
           


          EXECUTION
COPY

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  	
                                                                          5.9

                                                                        	
                                                                          Use and Disbursement of Trust
      Account

                                                                        	
                                                                          42

                                                                        
	
                                                                          5.10

                                                                        	
                                                                          Tax Treatment

                                                                        	
                                                                          43

                                                                        
	
                                                                          ARTICLE
      VI     CONDITIONS

                                                                        	
                                                                          43

                                                                        
	
                                                                          6.1

                                                                        	
                                                                          Conditions to Each Party’s
      Obligations

                                                                        	
                                                                          43

                                                                        
	
                                                                          6.2

                                                                        	
                                                                          Conditions to Obligations of BBV and Migami
      Sub

                                                                        	
                                                                          44

                                                                        
	
                                                                          6.3

                                                                        	
                                                                          Conditions to Obligations of
      Migami

                                                                        	
                                                                          45

                                                                        
	
                                                                          6.4

                                                                        	
                                                                          Frustration of Conditions

                                                                        	
                                                                          47

                                                                        
	
                                                                          ARTICLE
      VII   TERMINATION AND
      ABANDONMENT

                                                                        	
                                                                          47

                                                                        
	
                                                                          7.1

                                                                        	
                                                                          Termination

                                                                        	
                                                                          47

                                                                        
	
                                                                          7.2

                                                                        	
                                                                          Effect of Termination

                                                                        	
                                                                          48

                                                                        
	
                                                                          7.3

                                                                        	
                                                                          Fees and Expenses

                                                                        	
                                                                          49

                                                                        
	
                                                                          7.4

                                                                        	
                                                                          Amendment

                                                                        	
                                                                          49

                                                                        
	
                                                                          7.5

                                                                        	
                                                                          Waiver

                                                                        	
                                                                          49

                                                                        
	
                                                                          ARTICLE VIII TRUST FUND
      WAIVER

                                                                        	
                                                                          50

                                                                        
	
                                                                          8.1

                                                                        	
                                                                          Trust Account Waiver

                                                                        	
                                                                          50

                                                                        
	
                                                                          ARTICLE
      IX    MISCELLANEOUS

                                                                        	
                                                                          50

                                                                        
	
                                                                          9.1

                                                                        	
                                                                          Survival

                                                                        	
                                                                          50

                                                                        
	
                                                                          9.2

                                                                        	
                                                                          Notices

                                                                        	
                                                                          50

                                                                        
	
                                                                          9.3

                                                                        	
                                                                          Binding Effect; Assignment

                                                                        	
                                                                          51

                                                                        
	
                                                                          9.4

                                                                        	
                                                                          Governing Law; Jurisdiction

                                                                        	
                                                                          51

                                                                        
	
                                                                          9.5

                                                                        	
                                                                          Waiver of Jury Trial

                                                                        	
                                                                          52

                                                                        
	
                                                                          9.6

                                                                        	
                                                                          Counterparts

                                                                        	
                                                                          52

                                                                        
	
                                                                          9.7

                                                                        	
                                                                          Interpretation

                                                                        	
                                                                          52

                                                                        
	
                                                                          9.8

                                                                        	
                                                                          Entire Agreement

                                                                        	
                                                                          52

                                                                        
	
                                                                          9.9

                                                                        	
                                                                          Severability

                                                                        	
                                                                          53

                                                                        
	
                                                                          9.10

                                                                        	
                                                                          Specific Performance

                                                                        	
                                                                          53

                                                                        
	
                                                                          9.11

                                                                        	
                                                                          Third Parties

                                                                        	
                                                                          53

                                                                        
	
                                                                          9.12

                                                                        	
                                                                          Headings

                                                                        	
                                                                          53

                                                                        


                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          -iv-

          
            

          

        

        
           


          EXECUTION
COPY

        

      

    

    
       


    

    Index
of Defined Terms

    


    
      
        
          
            	 
      	 	
                    Page

                  	 
	 
      	 	 	 
	
                    Acquisition
      Proposal

                  	 	 	36	 
	
                    Action

                  	 	 	11	 
	
                    Affiliate(s)

                  	 	 	53	 
	
                    Agreement

                  	 	 	1	 
	
                    Antitrust
      Laws

                  	 	 	7	 
	
                    Articles
      of Incorporation

                  	 	 	23	 
	
                    BBV

                  	 	 	1	 
	
                    BBV
      Affiliate Transaction

                  	 	 	31	 
	
                    BBV
      Amended and Restated Articles

                  	 	 	41	 
	
                    BBV
      Common Stock

                  	 	 	1	 
	
                    BBV
      Disclosure Schedule

                  	 	 	22	 
	
                    BBV
      Financials

                  	 	 	26	 
	
                    BBV
      Material Contracts

                  	 	 	30	 
	
                    BBV
      Organizational Documents

                  	 	 	23	 
	
                    BBV
      Permits

                  	 	 	28	 
	
                    BBV
      SEC Reports

                  	 	 	25	 
	
                    BBV
      Stockholder Meeting

                  	 	 	41	 
	
                    Benefit
      Plan(s)

                  	 	 	15	 
	
                    Business
      Day

                  	 	 	53	 
	
                    Certificate
      of Merger

                  	 	 	2	 
	
                    Closing

                  	 	 	2	 
	
                    Closing
      Date

                  	 	 	2	 
	
                    Consent

                  	 	 	7	 
	
                    DE
      Secretary of State

                  	 	 	2	 
	
                    Dropdown

                  	 	 	1	 
	
                    Effective
      Time

                  	 	 	2	 
	
                    Encumbrance

                  	 	 	6	 
	
                    Enforceability
      Exceptions

                  	 	 	7	 
	
                    Environmental
      Laws

                  	 	 	19	 
	
                    ERISA

                  	 	 	15	 
	
                    ERISA
      Affiliate

                  	 	 	15	 
	
                    Escrow
      Agreement

                  	 	 	32	 
	
                    Exchange
      Act

                  	 	 	9	 
	
                    Final
      Migami Disclosure Schedules

                  	 	 	5	 
	
                    Final
      Migami Financials

                  	 	 	8	 
	
                    GAAP

                  	 	 	6	 
	
                    Governmental
      Authority

                  	 	 	7	 
	
                    Indebtedness

                  	 	 	12	 
	
                    Indemnitees

                  	 	 	38	 
	
                    Initial
      Migami Disclosure Schedules

                  	 	 	5	 
	
                    Initial
      Migami Financials

                  	 	 	8	 
	
                    Innovay

                  	 	 	1	 
	
                    Intellectual
      Property

                  	 	 	14	 
	
                    Knowledge

                  	 	 	53	 


          

        

      

    

    


    
      
        
           


        

        
          -v-

          
            

          

        

        
           


          EXECUTION
COPY

        

      

    

    
       


    

    
      
        
          	
                  Landlord
      Leases

                	 	 	17	 
	
                  Law

                	 	 	8	 
	
                  Laws

                	 	 	8	 
	
                  Leased
      Real Property

                	 	 	17	 
	
                  Leases

                	 	 	17	 
	
                  Licensed
      Intellectual Property

                	 	 	14	 
	
                  Lock-up
      Period

                	 	 	38	 
	
                  Material

                	 	 	49	 
	
                  Material
      Adverse Effect

                	 	 	6	 
	
                  Merger

                	 	 	1	 
	
                  Merger
      Consideration

                	 	 	3	 
	
                  Migami

                	 	 	1	 
	
                  Migami
      Affiliate Transaction

                	 	 	20	 
	
                  Migami
      Disclosure Schedules

                	 	 	5	 
	
                  Migami
      Financials

                	 	 	8	 
	
                  Migami
      Intellectual Property

                	 	 	14	 
	
                  Migami
      Material Contract

                	 	 	12	 
	
                  Migami
      Permits

                	 	 	11	 
	
                  Migami
      Real Property

                	 	 	17	 
	
                  Migami
      Sub

                	 	 	1	 
	
                  Migami
      Sub Shares

                	 	 	1	 
	
                  NDA

                	 	 	35	 
	
                  Off-the-Shelf
      Software Agreements

                	 	 	13	 
	
                  Order

                	 	 	11	 
	
                  OTCBB

                	 	 	33	 
	
                  Owned
      Real Property

                	 	 	17	 
	
                  Parties

                	 	 	1	 
	
                  Party

                	 	 	1	 
	
                  Permitted
      Encumbrances

                	 	 	17	 
	
                  Person

                	 	 	53	 
	
                  Prospectus

                	 	 	50	 
	
                  Proxy
      Matters

                	 	 	42	 
	
                  Proxy
      Statement

                	 	 	42	 
	
                  Registration
      Rights Agreement

                	 	 	47	 
	
                  Representatives

                	 	 	36	 
	
                  Required
      BBV Vote

                	 	 	24	 
	
                  Required
      Warrantholder Vote

                	 	 	42	 
	
                  Requisite
      Regulatory Approvals

                	 	 	39	 
	
                  SEC

                	 	 	9	 
	
                  Securities
      Act

                	 	 	25	 
	
                  Stock
      Purchase Agreements

                	 	 	32	 
	
                  Stockholder
      Matters

                	 	 	41	 
	
                  Subsidiaries

                	 	 	5	 
	
                  Subsidiary

                	 	 	5	 
	
                  Tax

                	 	 	16	 
	
                  Tax
      Returns

                	 	 	16	 
	
                  Tenant
      Leases

                	 	 	17	 
	
                  Trust
      Account

                	 	 	32	 


        

      

    

    


    
      
        
           


        

        
          -vi-

          
            

          

        

        
           


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                  Trust
      Agreement

                	 	 	32	 
	
                  Trustee

                	 	 	32	 
	
                  Units

                	 	 	23	 
	
                  Warrant
      Agreement

                	 	 	42	 
	
                  Warrant
      Restructure

                	 	 	42	 
	
                  Warrantholder
      Meeting

                	 	 	41	 
	
                  Warrantholder
      Proposal

                	 	 	42	 
	
                  Warrants

                	 	 	23	 


        

      

    

    


    
      
        
           


        

        
          -vii-

          
            

          

        

        
           


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    MERGER
AGREEMENT AND PLAN OF REORGANIZATION

     

    This
MERGER AGREEMENT AND PLAN OF
REORGANIZATION (this “Agreement”) is made and
entered into as of February 27, 2010 by and among, BBV Vietnam S.E.A.
Acquisition Corporation, a Republic of the Marshall Islands corporation (“BBV”), BBV Sub, Inc., a
Delaware corporation and wholly-owned subsidiary of BBV (“BBV Sub”), Migami, Inc., a
Nevada corporation (“Migami”), and Pharmanite,
Inc., a Delaware corporation and wholly-owned subsidiary of Migami (“Migami Sub”).  BBV,
BBV Sub, Migami and Migami Sub are sometimes referred to herein individually as
a “Party” and
collectively as the “Parties.”

     

    WITNESSETH:

     

    WHEREAS, BBV is a special
purpose acquisition company formed to effect a business combination with an
operating entity;

     

    WHEREAS, in furtherance of the
transactions contemplated by this Agreement, immediately prior and as a
condition to the consummation of the Merger (as defined below), Migami intends
to transfer all of its assets and liabilities of every nature whatsoever to
Migami Sub (the “Dropdown”) ;

     

    WHEREAS, following the
Dropdown, Migami’s sole asset will consist of 100% of the issued and outstanding
shares of common stock (the “Migami Sub Shares”) of Migami Sub, through
which Migami will operate its pharmaceutical and cosmetics company;

     

    WHEREAS, each of the Parties
intends to effect the merger of Migami Sub with and into BBV Sub (the “Merger”), with Migami Sub
continuing as the surviving company following the Merger, as a result of which
all of the issued and outstanding Migami Sub Shares will automatically be
exchanged into the right of Migami to receive the Merger Consideration (as
defined herein) upon the terms and subject to the conditions set forth in this
Agreement and in accordance with the Delaware General Corporation Law (the
“DGCL”), as
amended;

     

    WHEREAS, as a result of the
Merger, on the Closing Date (as hereinafter defined): (i) BBV Sub will be merged
out of existence and (ii) Migami will own approximately 60% of the issued and
outstanding shares of BBV, par value $0.0001 per share (“BBV Common Stock”) (without
giving effect to the potential exercise by BBV’s public stockholders of their
rights to convert their BBV Common Stock into the right to receive a portion of
BBV’s Trust Account (as defined herein) or any related
transactions);

     

    WHEREAS, Innovay, Inc., a
California corporation and the majority stockholder of Migami (“Innovay”), Migami, as the sole
stockholder of Migami Sub, BBV, as the sole stockholder of BBV Sub, and the
Boards of Directors of each of the Parties has approved this Agreement and the
Merger and each of them have determined that this Agreement, the Merger and the
other transactions contemplated hereby are advisable and in the respective best
interests of BBV and Migami; and

     

    WHEREAS, the Board of
Directors of BBV has resolved to recommend that its stockholders approve and
adopt the Merger and the transactions contemplated by this
Agreement.

    


    
      
        
           


        

        
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    NOW, THEREFORE, in
consideration of the premises set forth above, which are incorporated in this
Agreement as if fully set forth below, and the representations, warranties,
covenants and agreements contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficient of which is hereby
acknowledged by the Parties, and intending to be legally bound hereby, the
Parties hereby agree as follows:

     

    ARTICLE
I

     

    TERMS
OF THE MERGER

     

    1.1         The
Merger.  Upon the terms and subject to the conditions of this
Agreement and in accordance with the DGCL, at the Effective Time (as defined
herein), Migami Sub shall be merged with and into BBV Sub.  Upon
consummation of the Merger, the separate existence of BBV Sub shall thereupon
cease, and Migami Sub, as the surviving company in the Merger (the “Surviving Company”), shall
continue its corporate existence under the laws of the State of Delaware as a
wholly-owned subsidiary of BBV.

     

    1.2         The
Closing.

     

    (a) Unless this Agreement shall have
been terminated and the transactions contemplated hereby shall have been
abandoned pursuant to Section 7.1, and subject to the satisfaction or waiver of
the conditions set forth in Article VI hereof, the closing of the Merger (the
“Closing“) shall take
place at the offices of Ellenoff Grossman & Schole LLP, 150 East 42nd Street,
11th
Floor, New York, New York 10017 at 10:00 a.m. New York City time no later than
the second Business Day (as defined herein) after the date that all of the
closing conditions set forth in Article VI have been satisfied or waived, unless
another time, date or place is agreed upon in writing by the Parties
hereto.  The date on which the Closing occurs is herein referred to as
the “Closing
Date.”

     

    (b)           Subject
to the terms and conditions hereof, concurrently with the Closing, the Parties
shall file with the Secretary of State of Delaware (the “DE Secretary of State”)  a certificate of merger
in a customary form acceptable to BBV and Migami, but which shall implement the
terms of this Agreement (the “Certificate of Merger”) , executed in accordance
with the relevant provisions of the DGCL, and shall make all other filings or
recordings required under the DGCL in order to effect the Merger.  The
Merger shall become effective upon the filing of the Certificate of Merger or at
such other time as is agreed by the Parties hereto, in accordance with the DGCL
and as specified in the Certificate of Merger.  The time when the
Merger shall become effective is herein referred to as the “Effective
Time.”  The Certificate of Merger shall change the name of the
Surviving Company to a name designated by Migami.

     

    (c)           From
and after the Effective Time, the Surviving Company shall possess all
properties, rights, privileges, powers and franchises of Migami and BBV Sub, and
all of the claims, obligations, liabilities, debts and duties of Migami and BBV
Sub shall become the claims, obligations, liabilities, debts and duties of the
Surviving Company.

    


    
      
        
           


        

        
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    1.3         Exchange of
Securities.

     

    (a)           At
the Effective Time, by virtue of the Merger and without any action on the part
of Migami or Migami Sub, all of the Migami Sub Shares issued and outstanding
immediately prior to the Effective Time shall automatically be converted into
the right to receive an aggregate of NINE MILLION SEVEN HUNDRED SIX THOUSAND AND
TWO HUNDRED FIFTY (9,706,250) shares of BBV Common Stock (the “Merger
Consideration“).  At the Closing, the Merger Consideration
shall be distributed to Migami as the sole stockholder of Migami
Sub.

     

    (b)           Each
issued and outstanding share of common stock, par value $0.0001 per share, of
BBV Sub shall be exchanged into one (1) issued and outstanding share of common
stock of the Surviving Company, and all such Surviving Company common stock
shall constitute the only outstanding common stock and common stock equivalents
of the Surviving Company following the Effective Time.  From and after
the Effective Time, any certificate representing the common stock of BBV Sub
shall be deemed for all purposes to represent common stock of the Surviving
Company into which such shares of common stock of BBV Sub represented thereby
were exchanged in accordance with the immediately preceding
sentence.

     

    (c)           All
Migami Sub Shares shall, by virtue of the Merger and without any action on the
part of Migami, be automatically cancelled and shall cease to exist, and Migami
shall cease to have any rights with respect thereto, except the right to receive
the Merger Consideration.

     

    1.4         Tender and
Payment.

     

    (a)           Surrender of
Certificates.  As soon as reasonably practicable after the
Effective Time, Migami shall surrender the certificate(s) representing the 100%
of the Migami Sub Shares to BBV, and promptly upon surrender thereof, BBV shall
provide to Migami a certificate representing the Merger Consideration provided
for herein, without interest.

     

    (b)           Transfer Books; No Further Ownership Rights
in the BBV Sub Common Stock.  At the Effective Time, the
transfer books of BBV Sub shall be closed, and thereafter there shall be no
further registration of transfers of BBV Sub common stock on the records of BBV
Sub.  From and after the Effective Time, the BBV Sub common stock
outstanding immediately prior to the Effective Time shall be cancelled and it
shall cease to have any rights, except as otherwise provided for herein or by
applicable Law (as defined herein).

     

    1.5         Certificate of Incorporation
and Governing Documents.  At and after the Effective Time and
by virtue of the Merger, and until the same have been duly amended, the
certificate of incorporation and the bylaws of Migami Sub, as in effect
immediately prior to the Effective Time, shall be the certificate of
incorporation and bylaws of the Surviving Company.

     

    1.6         Headquarters.  The
headquarters of BBV following the Closing will be located at Migami’s current
corporate offices in Woodland Hills, California.

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


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    1.7           Directors and Officers
.

     

    (a)           At
the Effective Time, the officers and directors of Migami Sub shall be the
officers and directors of the Surviving Company.

     

    (b)           At
the Effective Time: (i) the officers of BBV shall be the officers set forth on
Section 5.8 of the BBV Disclosure Schedules and (ii) the directors of BBV shall
be the directors set forth in the Proxy Statement (as defined in Section 5.6),
it being agreed that as a condition to Closing, all current directors and
officers shall resign from the Board of Directors of BBV.

     

    1.8           Certain Adjustments to BBV
Capitalization.  If, between the date of this Agreement and the
Effective Time, the outstanding BBV Common Stock is changed into a different
number of shares or different class by reason of any reclassification,
recapitalization, stock split, split-up, combination or exchange of shares or a
stock dividend or dividend payable in any other securities occurs or is declared
with a record date within such period, or any similar event occurs, the Merger
Consideration shall be appropriately adjusted to provide to Migami the same
economic effect as contemplated by this Agreement prior to such
event.

     

    1.9           Other Effects of the
Merger.  The Merger shall have all further effects as specified
in the applicable provisions of the DGCL.

     

    1.10         Additional
Actions.  If, at any time after the Effective Time, the
Surviving Company, Migami or BBV, as applicable, shall consider or be advised
that any deeds, bills of sale, assignments, assurances or any other actions or
things are necessary or desirable to vest, perfect or confirm of record or
otherwise in the Surviving Company or BBV its right, title or interest in, to or
under any of the rights, properties or assets of BBV Sub or Migami Sub or
otherwise carry out this Agreement, the officers and directors of the Surviving
Company, Migami, or BBV, as applicable, shall be authorized to execute and
deliver, in the name and on behalf of BBV, BBV Sub or Migami Sub, all such
deeds, bills of sale, assignments and assurances and to take and do, in the name
and on behalf of BBV, BBV Sub or Migami Sub, all such other actions and things
as may be necessary or desirable to vest, perfect or confirm any and all right,
title and interest in, to and under such rights, properties or assets in the
Surviving Company or otherwise to carry out this Agreement.

     

    ARTICLE II

     

    REPRESENTATIONS
AND WARRANTIES OF MIGAMI AND MIGAMI SUB

     

    The
following representations and warranties by Migami and Migami Sub to BBV and BBV
Sub are presented assuming the consummation of the Dropdown and are qualified by
the disclosure schedules of Migami (the “Migami Disclosure Schedules”),
which set forth certain matters concerning Migami and its consolidated
subsidiaries (including Migami Sub) (each a “Subsidiary“ and collectively,
the “Subsidiaries“) and
each of their divisions and businesses.

     

    The
Parties understand and agree that the Migami Disclosure Schedules as of the date
of this agreement (the “Initial
Migami Disclosure Schedules”) have been prepared in good faith but are
preliminary and subject to further due diligence and review and that final
Migami Disclosure Schedules (the “Final Migami Disclosure
Schedules”) shall be delivered on the Closing Date.  The
Parties agree that, regardless of whether a particular representation, warranty
or other statement of fact set forth herein calls attention to any disclosure
item on any Migami Disclosure Schedule, each such representation, warranty or
other statement of fact set forth herein shall be deemed to be qualified in its
entirety by reference to each disclosure item on every Migami Disclosure
Schedule and by the totality of the circumstances disclosed by the Migami
Disclosure Schedules.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

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    Except as
disclosed in the Migami Disclosure Schedules or as otherwise provided for
herein, each of Migami and Migami Sub hereby represents and warrants to BBV and
BBV Sub as follows:

     

    2.1           Due Organization and Good
Standing.  Each of Migami and the Subsidiaries is a corporation
or limited liability company duly incorporated or organized, validly existing
and in good standing under the Laws of the jurisdiction of its incorporation or
organization and has all requisite power and authority to own, lease and operate
its properties and to carry on its respective business as now being
conducted.  Each of Migami and the Subsidiaries is duly qualified or
licensed and in good standing to do business in each jurisdiction in which the
character of the property owned, leased or operated by it or the nature of the
business conducted by it makes such qualification or licensing necessary, except
where the failure to be so duly qualified or licensed and in good standing would
not reasonably be expected to have a Material Adverse Effect (as defined
herein), provided, however, that Migami Sub shall be qualified to conduct its
business in California prior effecting the Dropdown.  Migami has
heretofore made available to BBV accurate and complete copies of Migami’s and
each Subsidiaries’ certificate of incorporation, formation or organization,
bylaws, membership agreements or other organizational documents, each as
currently in effect.  None of Migami or any Subsidiary is in violation
of any provision of its certificate of incorporation, formation or organization,
stockholder agreements, bylaws, membership agreements, partnership agreements or
other organizational documents.

     

    For
purposes of this Agreement, the term “Material Adverse Effect“ shall
mean, with respect to a Party, any occurrence, state of facts, change, event,
effect or circumstance that, individually or in the aggregate, has, or would
reasonably be expected to have, a material adverse effect on the assets,
liabilities, business, results of operations or financial condition of such
Party and its subsidiaries, taken as a whole, or to otherwise carry on its
business as now being conducted and as proposed to be conducted following the
Effective Time, except, in each case, for any such effect attributable to: (i)
changes in laws, regulations or generally accepted accounting principles in the
United States (“GAAP”),
or interpretations thereof, (ii) the announcement or pendency of this
Agreement, any actions taken in compliance with this Agreement or the
consummation of any of the transactions contemplated by this Agreement
(including the Merger), or (iii)  the failure of a Party or any of its
subsidiaries to take any action referred to in Sections 4.1 or 4.6, as the case
may be, due to another Party’s unreasonable withholding, delaying or
conditioning of its consent.  For purposes of determining whether a
particular change, event, circumstance or effect has a “Material Adverse
Effect,” the nature and effect of each change, event, circumstance or effect
shall be considered alone and together and along with the detrimental impact on
the properties, financial condition, business operations, prospects or results
of operations of a Party and its subsidiaries, taken as a whole, of such change,
event, circumstance or effect.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

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               2.2          
 Subsidiaries.  Section 2.2 of the
Migami Disclosure Schedules sets forth, a true, complete and correct list of all
Subsidiaries, the authorized shares of each Subsidiary, the issued and
outstanding shares or other equity interests of each Subsidiary, their
respective jurisdictions of organization and all jurisdictions in which each
Subsidiary is qualified to conduct business. All of the capital stock and
other equity interests of Migami Sub are owned by Migami free and clear of any
encumbrance or restriction of any nature whatsoever, whether imposed by
agreement, Law or equity, or any mortgage, pledge, hypothecation, assignment,
security interest, lien, charge, lease, priority, subordination or other
encumbrance or other similar claim or right of any kind or nature whatsoever
(each, and “Encumbrance”) with respect
thereto.  The capital stock and other equity interests of all other
Subsidiaries are owned by Migami Sub as set forth on Section 2.2 of the
Migami Disclosure Schedules, free and clear of any Encumbrance with respect
thereto.  Migami has no assets other than Migami Sub Shares. All of
the outstanding shares of capital stock or other equity interests in each of the
Subsidiaries owned by Migami or Migami Sub are duly authorized, validly issued,
fully paid and non-assessable and are free of preemptive rights and were issued
in compliance with applicable Laws.  Except as set forth in Section 2.2 of the
Migami Disclosure Schedules: (i) no capital stock or other equity interests of
any of any of the Subsidiaries are or may become required to be issued or
purchased by reason of any options, warrants, rights to subscribe to, puts,
calls or commitments of any character whatsoever relating to, or securities or
rights convertible into or exchangeable for, shares of any capital stock of, or
other equity interests in, any Subsidiary, and (ii) there are no contracts,
commitments, understandings or arrangements by which any Subsidiary is bound to
issue additional shares of its capital stock or other equity interests, or
options, warrants or rights to purchase or acquire any additional shares of its
capital stock or other equity interests or securities convertible into or
exchangeable for such shares or interests.   Migami Sub does not own
any shares of capital stock or other equity or voting interests in (including
any securities exercisable or exchangeable for or convertible into capital stock
or other equity or voting interests in) any other Person, other than capital
stock or other equity interest of the Subsidiaries owned by Migami Sub or
another Subsidiary.  

     

    2.3           Authorization; Binding
Agreement.  Migami and Migami Sub have all requisite corporate
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby.  The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby,
including the Merger: (i) have been duly and validly authorized by the Board of
Directors of Migami and Migami Sub and (ii) no other corporate proceedings on
the part of Migami or Migami Sub are necessary to authorize the execution and
delivery of this Agreement or to consummate the transactions contemplated
hereby.  The affirmative vote of the stockholders of Migami holding at
least a majority of the issued and outstanding shares of Migami common stock has
been obtained by valid written consent to action to approve and adopt this
Agreement and to consummate the transactions contemplated hereby and thereby
(including the Merger).  This Agreement has been duly and validly
executed and delivered by Migami and Migami Sub and, assuming the due
authorization, execution and delivery of this Agreement by BBV and BBV Sub,
constitutes the legal, valid and binding obligation of Migami and Migami Sub,
enforceable against Migami and Migami Sub in accordance with its terms, except
to the extent enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization and moratorium laws and other laws of general
application affecting the enforcement of creditors’ rights generally, and the
fact that equitable remedies or relief (including, but not limited to, the
remedy of specific performance) are subject to the discretion of the court from
which such relief may be sought (collectively, the “Enforceability
Exceptions”).

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

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    2.4           Governmental
Approvals.  No consent, approval, waiver, authorization or
permit of, or notice to or declaration or filing with (each, a “Consent”), any government, any
state or other political subdivision thereof, or any other entity, authority or
body exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, including any governmental or
regulatory authority, agency, department, board, commission, administration or
instrumentality, any court, tribunal or arbitrator or any self-regulatory
organization (each, a “Governmental Authority”), on
the part of Migami or any Subsidiary is required to be obtained or made in
connection with the execution, delivery or performance by Migami of this
Agreement or the consummation by Migami of the transactions contemplated hereby
(including the Merger), other than: (i) the filing of the Certificate of Merger
with the DE Secretary of State in accordance with the DGCL, (ii) such filings as
may be required in any jurisdiction where Migami is qualified or authorized to
do business as a foreign corporation in order to maintain such qualification or
authorization, (iii) compliance with any applicable federal or state securities
or Blue Sky laws, (iv) pursuant to any other Laws
designed to prohibit, restrict or regulate actions having the purpose or effect
of monopolization or restraint of trade (“Antitrust Laws”), if
applicable, and (v) those Consents that, if they were not obtained or made,
would not reasonably be expected to have a Material Adverse
Effect.

     

                2.5           No Violations or
Conflicts.  Except as set forth in Section 2.5 of the
Migami Disclosure Schedules, the execution and delivery by Migami of this
Agreement, the consummation by Migami of the Merger and the other transactions
contemplated hereby, and compliance by Migami with any of the provisions hereof,
will not: (i) conflict with or violate any provision of the certificate of
incorporation, bylaws or other organizational documents of Migami or any
Subsidiary, (ii) require any Consent under or result in a violation or breach
of, or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation, amendment or
acceleration) under, any Migami Material Contract (as defined herein) to which
Migami or any Subsidiary is a party or by which Migami’s or any Subsidiary’s
assets are bound, except where such violation, breach or default would not
reasonably be expected to have a Material Adverse Effect, (iii) result
(immediately or with the passage of time or otherwise) in the creation or
imposition of any liens, claims, mortgages, pledges, security interests,
equities, options, assignments, hypothecations, preferences, priorities, deposit
arrangements, easements, proxies, voting trusts or charges of any kind or
restrictions (whether on voting, sale, transfer, disposition or otherwise) or
other Encumbrances, other than Permitted Encumbrances (as defined herein), upon
any of the properties, rights or assets of Migami or any Subsidiary that would
reasonably be expected to have a Material Adverse Effect, or (iv) subject to
obtaining the Consents from Governmental Authorities, and the waiting periods
referred to therein having expired, and any condition precedent to such Consent
having been satisfied, conflict with, contravene or violate any foreign,
federal, state or local Order (as defined herein), statute, law, rule,
regulation, ordinance, writ, injunction, arbitration award, directive, judgment,
decree, principle of common law, constitution, treaty or any interpretation
thereof enacted, promulgated, issued, enforced or entered by any Governmental
Authority (each, a “Law”
and collectively, the “Laws”) to which Migami or any
Subsidiary or any of their respective assets or properties is subject, except
where such conflict, contravention or violation would not reasonably be expected
to have a Material Adverse Effect.

     

    
      
        
        

      

      
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    2.6           Migami Financial Statements;
Exchange Act Registration.

     

    (a)           As
used herein, the term “Migami
Financials”” means: (x) the draft audited consolidated financial
statements (including, in each case, any related notes thereto) of Migami,
consisting, in part, of Migami’s consolidated balance sheets (which include the
businesses and assets owned directly or indirectly by Migami Sub) as of December
31, 2008, 2007, 2006 and 2005, and its statements of operations and statements
of cash flow for the years ended December 31, 2008, 2007, 2006 and 2005, and (y)
the draft unaudited interim financial statements of Migami for the nine-month
period ended September 30, 2009 and for the three-month and nine-month periods
ended September 30, 2009.  The Parties understand that the Migami
Financials provided herewith (the “Initial Migami Financials” are draft
financial statements which have been prepared in good faith but are subject to
change.  Migami will make available to BBV true, correct, complete and
final copies of the Migami Financials (the “Final Migami Financials” for
inclusion in the Proxy Statement.  The Migami Financials will fairly
present in all material respects the consolidated financial condition and the
results of operations, changes in stockholders’ equity, and cash flow of Migami
and the Subsidiaries as at the respective dates of and for the periods referred
to in such financial statements, all in accordance with: (i) GAAP and (ii)
Regulation S-X.  The Migami Financials, to the extent required for
inclusion in the Proxy Statement, will comply in all material respects with the
Securities Exchange Act of 1934, as amended (the “Exchange Act“), Regulation S-X
and the published general rules and regulations of the United States Securities
and Exchange Commission (the “SEC“).  Notwithstanding
any provision in this Agreement to the contrary, any representation and warranty
in this Agreement with respect to Migami’s unaudited interim financial
statements for the three-month and nine-month periods ended September 30, 2009
shall be made as of the Closing Date.  Neither Migami nor any
Subsidiary has any off-balance sheet arrangements.

     

    (b)           Migami
and each Subsidiary has not and, to the Knowledge (as defined herein) of Migami,
no auditor or accountant of Migami or any Subsidiary or any manager, director,
officer or consultant of Migami or any Subsidiary, has received any material
written complaint, allegation, assertion or claim, regarding the accounting or
auditing practices, procedures, methodologies or methods of Migami or any
Subsidiary or their internal accounting controls, including any complaint,
allegation, assertion or claim that Migami or any Subsidiary has engaged in
questionable accounting or auditing practices.  No attorney
representing Migami or any Subsidiary has reported evidence of any violation of
consumer protection (including rules and regulations promulgated by any state or
federal Governmental Authority or with jurisdiction, oversight or regulatory
control over the conduct of the business of Migami or its Subsidiaries) or
securities Laws, breach of fiduciary duty or similar violation by Migami or any
Subsidiary or any of their respective officers, directors, managers, employees
or agents to the Board of Directors, Board of Managers or any committee thereof
or to any director, manager or executive officer of Migami or any
Subsidiary.

     

    (c)           The
shares of Migami common stock currently outstanding are held by more than 500
shareholders but are not registered with the SEC under Section 12(g) of the
Exchange Act.  Migami is required to make filings with the SEC as
required by Section 15(d) of the Exchange Act but has not undertaken any such
filings since May 18, 2007.

     

    
      
        
        

      

      
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    (d)          All
forecasts, presentations or projections relating to the future results of
operations of Migami and its Subsidiaries previously provided to BBV were based
upon reasonable assumptions when made and were prepared in good faith by
Migami.

     

    (e)           Except
as set forth in Section 2.6 of the
Migami Disclosure Schedules, none of Migami and its Subsidiaries has any of its
records, systems controls, data or information recorded, stored, maintained,
operated or otherwise wholly or partly dependent on or held by any means
(including any mechanical, electronic or photographic process, whether
computerized or not) which (including all means of access thereto and therefrom)
is not under the exclusive ownership (excluding licensed software programs) and
direct control of Migami or its Subsidiaries.

     

    2.7           Absence of Certain
Changes.  Except as set forth in Section 2.7 of the
Migami Disclosure Schedules, since December 31, 2008, Migami and the
Subsidiaries have conducted their respective businesses in the ordinary course
of business consistent with past practice and there has not been any fact,
change, effect, occurrence, event, development or state of circumstances that
has had or would reasonably be expected to have a Material Adverse
Effect.

     

    2.8           Absence of Undisclosed
Liabilities.  Neither Migami nor any Subsidiary has incurred
any liabilities or obligations of the type required to be reflected on a balance
sheet in accordance with GAAP that are not adequately reflected or reserved on
or provided for in the Migami Financials, other than liabilities of the type
required to be reflected on a balance sheet in accordance with GAAP that have
been incurred since December 31, 2008 or that would not reasonably be expected
to have a Material Adverse Effect.  Section 2.8 of the Migami
Disclosure Schedules lists all liabilities or obligations greater than $50,000
incurred by Migami or its Subsidiaries since September 30,
2009.

     

    2.9           Compliance with
Laws.

     

    (a)           Migami
and the Subsidiaries are each in compliance with all Laws applicable to it and
the conduct of its businesses as currently conducted and as proposed to be
conducted following consummation of the Merger, except where the failure to be
in compliance would not reasonably be expected to have a Material Adverse
Effect.  Migami and each Subsidiary is not in conflict with, or in
default or violation of, nor since December 31, 2008, has it received any notice
of any conflict with, or default or violation of any applicable Law by which
Migami or any Subsidiary, or any property or asset of Migami or any Subsidiary,
is bound or affected, except for any such conflicts, defaults or violations that
would not reasonably be expected to have a Material Adverse Effect.

     

    
      
        
        

      

      
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    (b)           There
is no pending or, to the Knowledge of Migami, threatened, proceeding,
examination, review or investigation to which Migami or any Subsidiary is
subject before any Governmental Authority regarding whether Migami has violated
in any material respect applicable Laws.  Since December 31, 2008,
neither Migami nor any Subsidiary has received written notice of any material
violation of, or noncompliance with, any Law applicable to Migami or any
Subsidiary, or directing Migami or any Subsidiary to take remedial action with
respect to such applicable Law or otherwise, and no deficiencies of Migami or
any Subsidiary have been asserted in writing by any Governmental Authority with
respect to possible violations of any applicable Laws except for such violations
or deficiencies that would not reasonably be expected to have a Material Adverse
Effect.  Except as set forth in Section 2.9 of the
Migami Disclosure Schedules, Migami and each Subsidiary have filed or made all
material reports, statements, documents, registrations, notices, filings or
submissions required to be filed with any Governmental Authority, and all such
reports, statements, documents, registrations, notices, filings and submissions
are in material compliance (and materially complied at the relevant time) with
applicable Law and no material deficiencies have been asserted by any
Governmental Authority with respect to any such reports, statements, documents,
registrations, notices, filings or submissions required to be filed with any
Governmental Authority.

     

    (c)           Migami
and the Subsidiaries are each in compliance with all Laws applicable to it and
the conduct of its businesses as currently conducted and as proposed to be
conducted following consummation of the Merger, except where the failure to be
in compliance would not reasonably be expected to have a Material Adverse
Effect.

     

    2.10         Regulatory Agreements;
Permits.  Except as set forth on Section 2.10 of the
Migami Disclosure Schedules:

     

    (a)           There
are no: (i) written agreements, consent agreements, memoranda of understanding,
commitment letters, cease and desist orders, or similar undertakings to which
Migami or any Subsidiary is a party, on the one hand, and any Governmental
Authority is a party or addressee, on the other hand, (ii) Orders or directives
of or supervisory letters from a Governmental Authority specifically with
respect to Migami or any Subsidiary, or (iii) resolutions or policies or
procedures adopted by Migami or any Subsidiary at the request of a Governmental
Authority, that (A) limit in any material respect the ability of Migami or
any Subsidiary to conduct its business as currently being conducted or as
contemplated by the Parties to be conducted following the Closing, (B) in any
manner impose any requirements on Migami or any Subsidiary that materially add
to or otherwise materially modify in any respect the requirements imposed under
applicable Laws, (C) require Migami or any Subsidiary or any of its divisions to
make capital contributions or make loans to another division or Affiliate (as
defined herein) of Migami or any Subsidiary or (D) in any manner relate to
the ability of Migami or any Subsidiary to pay dividends or otherwise materially
restrict the conduct of business of Migami or any Subsidiary in any
respect.

     

    (b)          Migami
and each Subsidiary hold all permits, licenses, franchises, grants,
authorizations, consents, exceptions, variances, exemptions, orders and other
governmental authorizations, certificates, consents and approvals necessary to
lawfully conduct its business as presently conducted and to own, lease and
operate its assets and properties (collectively, the “Migami Permits“), all of which
are in full force and effect, and no suspension, non-renewal, amendment,
restriction, limitation or cancellation of any of the Migami Permits is pending
or, to the Knowledge of Migami, threatened, except where the failure of any of
the Migami Permits to be in full force and effect, or the suspension or
cancellation of any of the Migami Permits, would not reasonably be expected to
have a Material Adverse Effect.  To the Knowledge of Migami, no facts
or circumstances exist that would reasonably be expected to impact Migami’s
ability to obtain any material Migami Permit in the future as may be necessary
for Migami to continue its operations as currently
contemplated.  Neither Migami nor any Subsidiary is in violation in
any material respect of the terms of any Migami Permit.

     

    
      
        
        

      

      
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    (c)           Each
of the officers and employees of Migami and all Subsidiaries are in compliance
with all applicable federal, state and foreign Laws requiring any registration,
licensing or qualification, and are not subject to any liability or disability
by reason of the failure to be so registered, licensed or qualified, except
where such failure to be in compliance or such liability or disability would not
reasonably be expected to have a Material Adverse Effect.

     

                2.11         Litigation.  Except
as set forth in Section 2.11-1 of the
Migami Disclosure Schedules, there is no private, regulatory or governmental
inquiry, action, suit, proceeding, litigation, claim, arbitration or
investigation (each, an “Action”) pending before any
arbitrator, agency, court or tribunal, foreign or domestic, or, to the Knowledge
of Migami or any Subsidiary, threatened against Migami or any Subsidiary or any
of their respective properties, rights or assets or any of their respective
managers, officers or directors (in their capacities as such) that would
reasonably be expected to have a Material Adverse Effect.  There is no
decree, directive, order, writ, judgment, stipulation, determination, decision,
award, injunction, temporary restraining order, cease and desist order or other
order by, or any capital plan, supervisory agreement or memorandum of
understanding with any Governmental Authority (each, an “Order”) binding against Migami
or any Subsidiary or any of its properties, rights or assets or any of their
officers or directors (in their capacities as such) that would prohibit,
prevent, enjoin, restrict or materially alter or delay any of the transactions
contemplated by this Agreement (including the Merger), or that would reasonably
be expected to have a Material Adverse Effect. Migami and each Subsidiary are in
compliance with all Orders in all material respects.  Except as set
forth in Section
2.11-2 of the Migami Disclosure Schedules, there is no Action which
Migami or any Subsidiary has pending against other parties.

     

                2.12         Restrictions on Business
Activities.  Except as set forth in
Section 2.12 of
the Migami Disclosure Schedules, there is no agreement or Order binding upon
Migami or any Subsidiary which has or could reasonably be expected to have the
effect of prohibiting, preventing, restricting or impairing in any respect any
business practice of Migami or any Subsidiary as their business is currently
conducted, any acquisition of property by Migami or any Subsidiary, the conduct
of business by Migami or any Subsidiary as currently conducted, or restricting
in any respect the ability of Migami or any Subsidiary from engaging in business
as currently conducted or from competing with other parties, except, in the case
of any such agreement (but not any Order) as would not reasonably be expected to
have a Material Adverse Effect.

     

    2.13         Material
Contracts.

     

    (a)           Section 2.13 of the
Migami Disclosure Schedules sets forth a list of, and Migami has made available
to BBV, true, correct and complete copies of, each written contract, agreement,
commitment, arrangement, lease, license, permit or plan and each other
instrument to which Migami or any Subsidiary is a party or by which Migami or
any Subsidiary is bound as of the date hereof (each, a “Migami Material Contract”)
that:

     

    (i)           is described in the Migami Financials;

     

    
      
        
        

      

      
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    (ii)          contains
covenants that materially limit the ability of Migami or any Subsidiary (or
which, following the consummation of the Merger, could materially restrict the
ability of BBV, Migami Sub, the Subsidiaries or any of their Affiliates): (A) to
compete in any line of business or with any Person (as defined herein) or in any
geographic area or to sell, supply, price, develop or distribute any service,
product or asset, including any non-competition covenants, exclusivity
restrictions, rights of first refusal or most-favored pricing clauses or (B) to
purchase or acquire an interest in any other entity, except, in each case, for
any such contract that may be canceled without any penalty or other liability to
Migami or any Subsidiary upon notice of sixty (60) days or less;

     

    (iii)         involves
any joint venture, partnership, limited liability or other similar agreement or
arrangement relating to the formation, creation, operation, management or
control of any partnership or joint venture that is material to the business of
Migami or its Subsidiaries, taken as a whole;

     

    (iv)         relates
to any obligation, contingent or otherwise (whether incurred, assumed,
guaranteed or secured by any asset) (“Indebtedness”“) having an
outstanding principal amount in excess of $50,000 with respect to any
Indebtedness;

     

    (v)          was
entered into by Migami or any Subsidiary and has not yet been consummated, and
involves the acquisition or disposition, directly or indirectly (by merger or
otherwise), of a substantial amount of the assets or capital stock or other
equity interests of another Person, other than the acquisition or disposition of
assets in the ordinary course of business consistent with past
practices;

     

    (vi)         by
its terms calls for aggregate payments by or to Migami or its Subsidiaries under
such contract of more than $50,000 with respect to any payments;

     

    (vii)        with
respect to any material agreement for the acquisition or disposition, directly
or indirectly (by merger or otherwise), of a substantial amount of the assets or
capital stock or other equity interests of another Person, pursuant to which
Migami Sub or its Subsidiaries have: (A) any continuing indemnification
obligations or (B) any “earn-out” or other contingent payment
obligations;

     

    (viii)     
 involves any managers, directors, executive officers or key employees of
Migami Sub or its Subsidiaries that cannot be cancelled within sixty (60) days’
notice without liability, penalty or premium;

     

    (ix)         obligates
Migami Sub or its Subsidiaries to provide indemnification or a guarantee in
excess of $50,000 with respect to any obligation;

     

    (x)          obligates
Migami Sub or its Subsidiaries to make any capital commitment or capital
expenditure (including pursuant to any joint venture) in excess of $50,000 with
respect to such obligation;

     

    (xi)         relates
to the development, ownership, licensing or use of any Intellectual Property (as
defined herein) material to the business of Migami Sub or its Subsidiaries,
other than “shrink-wrap,” “click-wrap,” and
“off-the-shelf” software agreements and other agreements for
software commercially available on reasonable terms to the public generally,
with license, maintenance, support and other fees of less than $50,000 per year
(collectively, “Off-the-Shelf
Software Agreements”); or


    
      
         


      

      
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      (xii)        provides
for any standstill arrangements.

       

      (b)           Except
as set forth on Section 2.13 of the
Migami Disclosure Schedules, with respect to each Migami Material Contract: (i)
each Migami Material Contract is legal, valid, binding and enforceable in all
material respects against Migami or the Subsidiaries, as the case may be, and
the other party thereto, and is in full force and effect (except as such
enforcement may be limited by the Enforceability Exceptions); (ii) the
consummation of the transactions contemplated by this Agreement will not affect
the terms, validity or enforceability of such Migami Material Contract against
Migami or its Subsidiaries and the other party thereto; (iii) neither Migami nor
its Subsidiaries is in breach or default, and no event has occurred which, with
the passage of time or giving of notice or both, would constitute such a breach
or default by Migami or its Subsidiaries, or permit termination or acceleration
by the other party, under any Migami Material Contract; (iv) to Migami and each
Subsidiary’s Knowledge, no other party to any Migami Material Contract is in
breach or default, and no event has occurred which, with the passage of time or
giving of notice or both, would constitute such a breach or default by such
other party, or permit termination or acceleration by Migami or its
Subsidiaries, under such Migami Material Contract, and (v) the consummation of
the transactions contemplated by this Agreement will not obligate Migami or its
Subsidiaries to make any payments thereunder.

       

      2.14         Intellectual
Property.

       

      (a)           Section 2.14(a) of
the Migami Disclosure Schedules contains a list of: (i) all material
Intellectual Property that is owned by Migami Sub or its Subsidiaries (the
“Migami Intellectual
Property”) and (ii) all material Intellectual Property, other than
Off-the-Shelf Software Agreements, licensed, used or held for use by Migami or
its Subsidiaries in the conduct of its business (“Licensed Intellectual
Property”).  Except where the failure to own, license or
otherwise possess such rights has not had and would not reasonably be expected
to have a Material Adverse Effect, Migami and each Subsidiary has: (x) all
right, title and interest in and to all Migami Intellectual Property owned by
it, free and clear of all Encumbrances, other than Permitted Encumbrances and
(y) all necessary proprietary rights in and to all of its Licensed Intellectual
Property, free and clear of all Encumbrances, other than Permitted
Encumbrances.  Neither Migami nor any Subsidiary has received any
notice alleging it or any Subsidiary has infringed, diluted or misappropriated,
or, by conducting its business as proposed, would infringe, dilute or
misappropriate, the Intellectual Property rights of any Person, and, to the
Knowledge of Migami, there is no valid basis for any such
allegation.  Neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will impair or
materially alter Migami Sub’s or any of its Subsidiary’s rights to any Migami
Intellectual Property or Licensed Intellectual Property.  To the
Knowledge of Migami, there is no unauthorized use, infringement or
misappropriation of the Migami Intellectual Property by any third
party.  Neither Migami Sub nor its Subsidiaries is engaged in any
unauthorized use, infringement or misappropriation of any Intellectual Property
owned by any third party that would reasonably be expected to have a Material
Adverse Effect.  All of the rights within the Migami Intellectual
Property are valid, enforceable and subsisting (except as such enforcement may
be limited by the Enforceability Exceptions).  Except as set forth on
Schedule
2.11-1, there is no Action pending or, to Migami’s Knowledge, threatened
which challenges the rights of Migami Sub or its Subsidiaries in respect of any
Migami Intellectual Property or the validity, enforceability or effectiveness
thereof.  The Migami Intellectual Property and the Licensed
Intellectual Property constitute all material Intellectual Property used in or
necessary for the operation by Migami Sub or its Subsidiaries of its business as
currently conducted.  Neither Migami Sub nor its Subsidiaries is in
breach or default in any material respect (or would with the giving of notice or
lapse of time or both be in such breach or default) under any license to use any
of the Licensed Intellectual Property.

    

     

    
      
        
        

      

      
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    (b)           For
purposes of this Agreement, “Intellectual Property“ means:
(A) United States, international and foreign patents and patent applications,
including divisionals, continuations, continuations-in-part, reissues,
reexaminations and extensions thereof and counterparts claiming priority
therefrom; utility models; invention disclosures; and statutory invention
registrations and certificates; (B) United States and foreign registered,
pending and unregistered trademarks, service marks, trade dress, logos, trade
names, corporate names and other source identifiers, domain names, Internet
sites and web pages; and registrations and applications for registration for any
of the foregoing, together with all of the goodwill associated therewith; (C)
United States and foreign registered copyrights, and registrations and
applications for registration thereof; rights of publicity; and copyrightable
works; and (D) all inventions and design rights (whether patentable or
unpatentable) and all categories of trade secrets as defined in the Uniform
Trade Secrets Act, including business, technical and financial information.

     

    2.15       Employee Benefit
Plans.

     

    (a)           Section 2.15(a) of
the Migami Disclosure Schedules lists, with respect to Migami Sub or its
Subsidiaries and any trade or business (whether or not incorporated) which is
treated as a single employer with Migami Sub or its Subsidiaries within the
meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986,
as amended (the “Code”)
(an “ERISA Affiliate“):
(i) all employee benefit plans (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA“), (ii) loans to
managers, officers, directors or employees other than advances for expense
reimbursements incurred in the ordinary course of business consistent with past
practices and any securities option, securities stock purchase, phantom
securities, securities appreciation right, equity-related, supplemental
retirement, severance, sabbatical, medical, dental, vision care, disability,
employee relocation, cafeteria benefit (Code Section 125) or dependent care
(Code Section 129), life insurance or accident insurance plans, programs,
agreements or arrangements, (iii) all bonus, pension, retirement, profit
sharing, savings, deferred compensation or incentive plans, programs, policies,
agreements or arrangements, (iv) other fringe, perquisite, or employee benefit
plans, programs, policies, agreements or arrangements and (v) any current or
former employment, consulting, change of control, retention or executive
compensation, termination or severance plans, programs, policies, agreements or
arrangements, written or otherwise, as to which unsatisfied liabilities or
obligations (contingent or otherwise) remain for the benefit of, or relating to,
any present or former employee, consultant, manager or director, or which could
reasonably be expected to have any liabilities or obligations (each a “Benefit Plan” and together,
the “Benefit
Plans“).
 

    
      
         


      

      
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    (b)           Except
as set forth in Section 2.15(b) of
the Migami Disclosure Schedules or as otherwise provided in this Agreement, the
consummation of the transactions contemplated by this Agreement will not, either
alone or in combination with any other event or events: (i) entitle any current
or former employee, manager, director or consultant of Migami Sub or any of its
Subsidiaries to any payment (whether of severance pay, unemployment
compensation, phantom stock plan payments, golden parachute, bonus or
otherwise), (ii) accelerate, forgive indebtedness, vest, distribute, or increase
benefits or an obligation to fund benefits with respect to any employee,
manager, director or consultant of Migami Sub or any of its Subsidiaries, or
(iii) increase the amount of compensation due any such employee, manager,
director or consultant.

     

    (c)           Except
as set forth in Section 2.15(c) of
the Migami Disclosure Schedules, any amounts payable under any of the Migami
Benefit Plans or any other contract, agreement or arrangement with respect to
which Migami Sub or any Subsidiary may have any liability will be deductible for
federal income Tax (as defined below) purposes by virtue of Section 162(m) or
Section 280G of the Code.  None of the Migami Benefit Plans contains
any provision requiring a gross-up pursuant to Section 280G or 409A of the Code
or similar Tax provisions.

     

    (d)           Except
as set forth in Section 2.15(d) of
the Migami Disclosure Schedules, no Migami Benefit Plan provides benefits,
including death or medical benefits (whether or not insured), with respect to
current or former employees, managers, directors or consultants of Migami Sub or
any Subsidiary after retirement or other termination of service (other than: (i)
coverage mandated by applicable Laws, (ii) death benefits or retirement benefits
under any “employee pension benefit plan,” as that term is
defined in Section 3(2) of ERISA, or (iii) benefits, the full direct cost of
which is borne by the current or former employee, manager, director or
consultant (or beneficiary thereof).

     

    (e)           Neither
Migami Sub nor any of its Subsidiaries nor any ERISA Affiliate has any liability
with respect to any: (i) employee pension benefit plan (within the meaning of
Section 3(2) of ERISA) which is subject to Part 3 of Subtitle B of Title I of
ERISA, Title IV of ERISA or Section 412 of the Code, (ii) “multiemployer plan” as defined in Section 3(37) of ERISA or (iii)
“multiple employer plan” within the meaning of Sections
4063 and 4064 of ERISA or Section 413(c) of the Code.

     

                2.16           Taxes and
Returns.  Except as would not reasonably be expected to have a
Material Adverse Effect:

     

    (a)           Except
as set forth in Section 2.9 of the
Migami Disclosure Schedules, Migami and each Subsidiary has or will have filed,
or caused to be filed, all material federal, state, local and foreign Tax
returns and reports required to be filed by it (taking into account all
available extensions) (collectively, “Tax Returns“), and all such
Tax Returns are true, accurate, correct and complete in all material respects,
and has paid, collected or withheld, or caused to be paid, collected or
withheld, all material Taxes required to be paid, collected or withheld, other
than such Taxes that it is contesting in good faith or for which adequate
reserves in the Migami Financials have been established in accordance with
GAAP.  There are no claims, assessments, audits, examinations,
investigations or other proceedings pending against Migami, Migami Sub or any
Subsidiary in respect of any Tax, and neither Migami, Migami Sub nor any
Subsidiary has been notified in writing of any proposed Tax claims, assessments
or audits against Migami, Migami Sub or any Subsidiary (other than, in each
case, claims or assessments for which adequate reserves in the Migami Financials
have been established in accordance with GAAP or are immaterial in
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    (b)           For
purposes of this Agreement, the following terms have the following meanings:
“Tax “ (and, with
correlative meaning, “Taxes” and “Taxable”) means (i) any
net income, alternative or add-on minimum tax, gross income, gross receipts,
sales, use, ad valorem, transfer, franchise, profits, license, withholding,
payroll, employment, excise, severance, stamp, occupation, premium, property,
environmental or windfall profit tax, custom, duty or other tax, governmental
fee or other like assessment or charge of any kind whatsoever, together with any
interest or any penalty, addition to tax or additional amount imposed by any
Governmental Authority responsible for the imposition of any such tax (domestic
or foreign), (ii) any liability for the payment of any amounts of the type
described in (i) as a result of being a member of an affiliated,
consolidated, combined or unitary group for any taxable period, and
(iii) any liability for the payment of any amounts of the type described in
(i) or (ii) as a result of being a transferee of or successor to any
Person, or as a result of any express or implied obligation to indemnify any
other Person.

     

    2.17       Finders and Investment
Bankers.  Except for the fees set forth in Section 2.17 of the
Migami Disclosure Schedules, the fees of which will be borne by Migami, no
broker, finder or investment banker is entitled to any brokerage, finder’s or
other fee or commission in connection with the transactions contemplated hereby
based upon arrangements made by or on behalf of Migami.

     

    2.18       Title to Properties;
Assets.

     

    (a)           Section 2.18(a)-1 of
the Migami Disclosure Schedules contains a correct and complete list of all real
property owned by Migami Sub or any of its Subsidiaries or any partnership or
joint venture in which Migami Sub or any of its Subsidiaries directly or
indirectly has an interest having a fair market value in excess of $50,000
(“Owned Real
Property“).  Section 2.18(a)-2 of
the Migami Disclosure Schedules contains a correct and complete list of all real
property leased or subleased by Migami Sub or any of its Subsidiaries as tenant
or subtenant (“Leased Real
Property“) (the Owned Real Property and the Leased Real Property are
herein sometimes collectively called the “Migami Real
Property“).  The list set forth in Section 2.18(a)-1 of
the Migami Disclosure Schedules contains, with respect to each parcel of the
Owned Real Property, a description of all existing leases, licenses or other
occupancy contracts to which Migami or any Subsidiary is a party or by which
Migami or any Subsidiary is bound as a landlord, including all amendments,
modifications, extensions, renewals and supplements thereto (collectively, the
“Landlord Leases“), the
terms of which have been complied with by Migami Sub or any of its Subsidiaries
in all material respects.  The list set forth in Section 2.18(a)-2 of
the Migami Disclosure Schedules contains, with respect to each parcel of the
Leased Real Property, a description of all existing leases, subleases, licenses
or other occupancy contracts to which Migami Sub or any of its Subsidiaries is a
party or by which Migami Sub or any of its Subsidiaries is bound as a tenant,
including all amendments, modifications, extensions, assignments, subleases,
renewals and supplements thereto (collectively, the “Tenant Leases“) (the Landlord
Leases and the Tenant Leases are herein sometimes collectively called the “Leases“), the terms of which
have been complied with by Migami Sub or any of its Subsidiaries in all material
respects.  Except as would not reasonably be expected to have a
Material Adverse Effect, Migami Sub and its Subsidiaries have good, valid and
marketable title to all of the Owned Real Property and related personal
property, assets and rights, free and clear of all Encumbrances other than
Permitted Encumbrances.  For purposes of this Agreement, when used
with respect to Migami Real Property, the term “Permitted Encumbrances“ means:
(i) Encumbrances with respect to Taxes either not yet due or being
contested in good faith in appropriate proceedings or for which adequate
reserves have been set aside; (ii) mechanics’, materialmens’ or similar
statutory Encumbrances for amounts not yet due or being contested in good faith
in appropriate proceedings; (iii) any Encumbrances and other matters affecting
title which are shown as exceptions on the title insurance policies and/or title
insurance commitments or reports which have been made available to BBV; (iv) the
terms and conditions of the Tenant Leases; (v) applicable federal, state, local
or tribal authority building and land use regulations, restrictions or
requirements, (vi) existing easements and encroachments; (vii) building
code violations not caused by Migami, Migami Sub or any Subsidiary; and (viii)
mortgages or other liens under the Migami Debt (as defined
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    (b)           Except
as set forth on Section 2.18(b) of
the Migami Disclosure Schedules, except as would not reasonably be expected to
have a Material Adverse Effect, neither Migami nor any Subsidiary nor, to the
Knowledge of Migami, any other party to any Landlord Lease, is in breach of or
in default under any of the Landlord Leases.

     

    (c)           True
and complete copies of all Tenant Leases, together with all modifications,
extensions, amendments and assignments thereof, if any, affecting or relating to
the Owned Real Property have heretofore been furnished to BBV.

     

    (d)           Except
as set forth on Section 2.18(b) of
the Migami Disclosure Schedules, there is no action, suit, litigation, hearing
or administrative proceeding pending or, to Migami’s Knowledge, threatened
against Migami or any Subsidiary or any partnership in which Migami or any
Subsidiary owns an interest, with respect to all or any portion of the Migami
Real Property, in each case which is not or would not be fully covered by
insurance, except as would not reasonably be expected to have a Material Adverse
Effect.

     

    (e)           There
are no condemnation or eminent domain proceedings pending, or to Migami’s
Knowledge, threatened against any Owned Real Property and, to Migami’s
Knowledge, there are no condemnation or eminent domain proceedings pending or
threatened against any Leased Real Property.

     

    (f)           Neither
Migami nor any Subsidiary has granted any Person a purchase option, right of
first refusal, right of first offer or other right to purchase any Owned Real
Property.

     

    (g)           Neither
Migami nor any Subsidiary has assigned its interest as lessor or lessee under
any Lease, other than to Migami or a Subsidiary or collateral assignments in
connection with any existing financing of any Migami Real
Property.


    
      
         


      

      
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    (h)           Migami
and each Subsidiary have insurable and marketable title to all Owned Real
Property subject to Permitted Encumbrances.

     

    2.19       Employee
Matters.

     

    (a)           During
the past five (5) years, there has been: (i) to the Knowledge of Migami or any
Subsidiary, no labor union organizing or attempting to organize any employee of
Migami or any Subsidiary into one or more collective bargaining units; and (ii)
no labor dispute, strike, work slowdown, work stoppage, lock out or other
collective labor action by or with respect to any employees, managers or
consultants of Migami or any Subsidiary pending or, to Migami’s Knowledge,
threatened against Migami or any Subsidiary.  Neither Migami nor any
Subsidiary is a party to, or bound by, any collective bargaining agreement or
other agreement with any labor organization applicable to the employees,
managers or consultants of Migami or any Subsidiary and no such agreement is
currently being negotiated.

     

    (b)           Except
as would not reasonably be expected to result in a Material Adverse Effect,
Migami and each of its Subsidiaries: (i) is in compliance with all applicable
Laws respecting employment and employment practices, terms and conditions of
employment, health and safety and wages and hours, including Laws relating to
discrimination, disability, labor relations, hours of work, payment of wages and
overtime wages, pay equity, immigration, workers compensation, working
conditions, employee scheduling, occupational safety and health, family and
medical leave, and employee terminations, (ii) have not, during the past five
(5) years, received written notice, or to the Knowledge of Migami any other form
of notice, that there is any unfair labor practice charge or complaint against
Migami or any Subsidiary pending, (iii) is not liable for any arrears of wages
or any penalty for failure to comply with any of the foregoing and (iv) is not
liable for any payment to any trust or other fund or to any Governmental
Authority, with respect to unemployment compensation benefits, social security
or other benefits or obligations for employees (other than routine payments to
be made in the ordinary course of business and consistent with past
practice).  Except as would not reasonably be expected to have a
Material Adverse Effect, there are no complaints, lawsuits, arbitrations,
administrative proceedings, or other Actions pending or, to the Knowledge of
Migami, threatened against Migami, Migami Sub or any Subsidiary or any of their
respective employees, managers, consultants or former employees brought by or on
behalf of any applicant for employment, any current or former employee, any
Person alleging to be a current or former employee, any class of the foregoing,
or any Governmental Authority, relating to any such Law or regulation, or
alleging breach of any express or implied contract of employment, wrongful
termination of employment, or alleging any other discriminatory, wrongful or
tortious conduct in connection with the employment relationship.

     

    2.20       Environmental
Matters.  Except as set forth on Section 2.20 of the
Migami Disclosure Schedules:

     

    (a)           Neither
Migami nor any of its Subsidiaries is the subject of any pending Order, judgment
or written claim asserted or arising under any Environmental Law (as defined
herein) that has or would reasonably be expected to have a Material Adverse
Effect.


    
      
         


      

      
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    (b)           To
the Knowledge of Migami and its Subsidiaries, Migami and its Subsidiaries are in
compliance with all applicable Environmental Laws, including obtaining and
complying with all permits or authorizations required pursuant to Environmental
Laws.

     

    (c)           To
the Knowledge of Migami and its Subsidiaries, there are no conditions existing
on, in, at, under, or about or resulting from the past or present operations of
Migami, Migami Sub or any Subsidiary or any other party that may give rise to
any on-site or off-site investigation or remedial obligations of Migami, Migami
Sub or any Subsidiary under any Environmental Laws.

     

    (d)           As
used in this Agreement, the term “Environmental Laws“ means all
applicable: (i) federal statutes regulating or prescribing restrictions
regarding the environment (air, water, land, animal and plant life), including
but not limited to the following, as amended: the Clean Air Act, Clean Water
Act, Comprehensive Environmental Response, Compensation and Liability Act,
Emergency Planning and Community Right-to-Know Act, Endangered Species Act,
Hazardous Materials Transportation Act, Migratory Bird Treaty Act, National
Environmental Policy Act, Occupational Safety and Health Act, Oil Pollution Act
of 1990, Safe Drinking Water Act, and Toxic Substances Control Act; (ii) any
applicable regulations promulgated pursuant to such federal statutes; (iii) any
applicable state law counterparts of such federal statutes and the regulations
promulgated thereunder; and (iv) any other applicable state, local statutes,
rules, regulations or ordinances, or tribal authority, regulating the use of or
affecting the environment, each as currently in effect on the date of this
Agreement.

     

    2.21       Transactions with
Affiliates.  Section 2.21 of the
Migami Disclosure Schedules sets forth a true, correct and complete list of the
contracts or arrangements in existence as of the date of this Agreement under
which there are any existing or future liabilities or obligations between
Migami, Migami Sub or any Subsidiary, on the one hand, and, on the other hand,
any: (i) present or former employee, manager, officer or director of Migami,
Migami Sub or any Subsidiary, or any family member of any of the foregoing or
(ii) record or beneficial owner of more than five percent (5.0%) of Migami’s
outstanding capital stock as of the date hereof (each, a “Migami Affiliate
Transaction“).

     

    2.22       Insurance.  Migami
and each of its Subsidiaries are covered by valid and currently effective
insurance policies issued in favor of Migami Sub or such Subsidiaries that are
customary for companies of similar size in the industry and locales in which
Migami or such Subsidiary operates to insure their respective operations and the
loss(es) therefrom.  Section 2.22 of the
Migami Disclosure Schedules sets forth a true, correct and complete list of all
material insurance policies, and their respective coverage amounts, premiums and
deductibles, maintained by Migami, Migami Sub or any Subsidiary.  With
respect to each current insurance policy: (i) the policy is in full force and
effect and all premiums due thereon have been paid, (ii) Migami, Migami Sub or
any Subsidiary, as applicable, is not in any material respect, in breach of or
default under, and Migami, Migami Sub or any Subsidiary, as applicable, has not
taken any action or failed to take any action which, with notice or the lapse of
time or both, would constitute such a breach or default, or permit termination
or modification of, any such policy and (iii) no notice of cancellation or
termination has been received with respect to any such policy, and Migami knows
of no reason any such insurance policy would be cancelled or modified in any
material respect as a result of the transactions contemplated
hereby.


    
      
         


      

      
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                2.23       Books and
Records.  All of the books and records of Migami and the
Subsidiaries are complete and accurate and have been maintained in the ordinary
course consistent with past practices and in accordance with applicable Laws and
standard industry practices with regard to the maintenance of such books and
records.  Except as set forth in Section 2.23 of the
Migami Disclosure Schedules, the records, systems, controls, data and
information of Migami and the Subsidiaries are recorded, stored, maintained and
operated under means (including any electronic, mechanical or photographic
process, whether computerized or not) that are under the control of Migami or
the applicable Subsidiary.  The third-parties that Migami has engaged
to maintain the books and records of Migami and each Subsidiary maintain, on
behalf of Migami, a system of internal accounting controls for Migami sufficient
to provide reasonable assurance that:

     

    (a)           transactions
of Migami and each Subsidiary are executed in accordance with management’s
authorization;

     

    (b)           access
to the assets of of Migami and each Subsidiary is permitted only in accordance
with management’s authorization; and

     

    (c)           recorded
assets of Migami and each Subsidiary are compared with existing assets at
reasonable intervals, and appropriate action is taken with respect to any
differences.

     

    2.24       Information
Supplied.  None of the information supplied or to be supplied
by Migami for inclusion or incorporation by reference: (a) in any Report on Form
6-K to be filed by BBV with the SEC or any other report, form, registration, or
other filing made with any Governmental Authority with respect to the
transactions contemplated hereby or (b) in the Proxy Statement (with respect to
information regarding Migami, Migami Sub and its Subsidiaries), in either case,
will, at the date the Proxy Statement is first mailed to BBV’s stockholders and
warrantholders or at the time of BBV Stockholder Meeting (as defined herein) and
Warrantholder Meeting (as defined herein), contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not
misleading.  Notwithstanding the foregoing, no representation,
warranty or covenant is made with respect to any information supplied by BBV
which is contained in the Proxy Statement or other filing made in connection
with the transactions contemplated by this Agreement.

     

    2.25       Illegal
Payments.  Neither Migami, Migami Sub nor any Subsidiary or, to
the Knowledge of Migami or any Subsidiary, any officer, director, manager, agent
or employee of Migami, Migami Sub or any Subsidiary has: (a) used any funds
of Migami. Migami Sub or any Subsidiary for unlawful contributions, gifts,
entertainment or other unlawful expenses relating to political activity;
(b) made any payment in violation of applicable Law to any foreign or
domestic government official or employee or to any foreign or domestic political
party or campaign or violated any provision of the Foreign Corrupt Practices Act
of 1977, as amended; or (c) made any other payment in violation of
applicable Law.

     

    2.26       Customers and Suppliers.  Except
as set forth on Section 2.26 of the
Migami Disclosure Schedules, no customer or supplier of Migami, Migami Sub or
any Subsidiary has cancelled or otherwise terminated any contract with Migami,
Migami Sub or any Subsidiary prior to the expiration of the contract term, or
made any threat to Migami, Migami Sub or any Subsidiary to cancel, reduce the
supply or otherwise terminate its relationship with Migami, Migami Sub or any
Subsidiary, except for such cancellations or terminations that would not
reasonably be expected to have a Material Adverse Effect.


    
      
         


      

      
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    2.27       Negotiations.  Migami
has suspended or terminated, and has the legal right to terminate or suspend,
all negotiations and discussions of any acquisition, merger, consolidation or
sale of all or substantially all of the assets or equity interests of Migami,
Migami Sub or any Subsidiary with Persons other than BBV.

     

    2.28       Certain Representations of
Migami.  In connection with its receipt of the Merger
Consideration, Migami hereby acknowledges, represents and warrants as
follows:

     

    (a)           Migami
is acquiring the Merger Consideration for its own account, not as nominee or
agent, for investment purposes only and not with a view to the resale or
distribution of any part thereof in violation of the Securities Act (as defined
herein), and Migami has no present intention of selling, granting any
participation in, or otherwise distributing the same in violation of the
Securities Act, without prejudice, however, to Migami’s rights at all times to
sell or otherwise dispose of all or any part of the Merger Consideration in
compliance with applicable federal and state securities laws.

     

    (b)           Migami
acknowledges that none of shares representing the Merger Consideration have been
registered under the Securities Act, or under any state securities or “Blue Sky”
laws of any state of the United States, and, unless so registered, none of
shares representing the Merger Consideration may be offered or sold by Migami
except pursuant to an effective registration statement under the Securities Act,
or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in each case only in
accordance with applicable state securities laws.

     

    ARTICLE
III

     

    REPRESENTATIONS
AND WARRANTIES OF BBV

     

    The
following representations and warranties by BBV and BBV Sub to Migami are
qualified by disclosure schedules of BBV and BBV Sub, which set forth certain
matters concerning BBV and BBV Sub (the “BBV Disclosure
Schedules”). 

     

    The
Parties agree that, regardless of whether a particular representation, warranty
or other statement of fact set forth herein calls attention to any disclosure
item on any BBV Disclosure Schedule, each such representation, warranty or other
statement of fact set forth herein shall be deemed to be qualified in its
entirety by reference to each disclosure item on every BBV Disclosure Schedule
and by the totality of the circumstances disclosed by the BBV Disclosure
Schedules.

     

    Except as
disclosed in BBV Disclosure Schedules, BBV and BBV Sub hereby represent and
warrants to Migami as follows:


    
      
         


      

      
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                3.1         Due Organization and Good
Standing.  Each of BBV and BBV Sub is a corporation duly
organized, validly existing and in good standing under the Laws of the Republic
of the Marshall Islands and the State of Delaware, respectively, and has all
requisite corporate power and authority to own, lease and operate its properties
and to carry on its business as now being conducted.  BBV and BBV Sub
are duly qualified or licensed and in good standing to do business in each
jurisdiction in which the character of the property owned, leased or operated by
it or the nature of the business conducted by it makes such qualification or
licensing necessary, except where the failure to be so duly qualified or
licensed and in good standing would not reasonably be expected to have a
Material Adverse Effect.  BBV has heretofore made available to Migami
accurate and complete copies of BBV’s Amended and Restated Articles of
Incorporation, as amended (the “BBV Articles of Incorporation“),
bylaws and each other agreement or instrument filed with BBV’s initial public
offering registration statement (the “BBV
Organizational Documents“), each as
currently in effect.  BBV Sub has heretofore made available to Migami
accurate and complete copies of BBV Sub’s Articles of Incorporation, as amended,
bylaws and each other agreement or instrument filed with the State of Delaware,
each as currently in effect (the “BBV Sub
Organizational Documents“).  Each
of BBV and BBV Sub are not in violation of any provision of the BBV
Organizational Documents and BBV Sub Organizational Documents,
respectively.

     

    3.2         Capitalization.

     

    (a)           The
authorized capital stock of BBV consists of 50,000,000 shares of BBV Common
Stock and 1,000,000 shares of preferred stock, par value $0.0001 per
share.   As of the date hereof and immediately prior to the
Closing: (i) 6,468,750  shares of BBV Common Stock either issued alone or
as part of a Unit (as defined herein), (ii) 7,048,684 warrants either issued
alone or as part of a Unit, and including the warrants issued to BBV’s founders
as part of the private placement described in the Prospectus (as defined herein)
(the “Warrants“), (iii)
5,175,000 units, each comprised of one (1) share of BBV Common Stock and one (1)
Warrant (the “Units“),
and (iv) no shares of preferred stock are or will be issued and outstanding,
without giving effect to any change in the number of issued and outstanding
Warrants resulting from the Warrant Restructure (as defined herein) or any
change in the number of issued and outstanding shares of BBV Common Stock or
Warrants resulting from BBV repurchase, redemption, restructure, exchange or
conversion of BBV Common Stock and/or Warrants.  Except as set forth
above, no shares of capital stock or other voting securities of BBV are issued,
reserved for issuance or outstanding.  All outstanding shares of BBV
Common Stock are duly authorized, validly issued, fully paid and non-assessable
and not subject to or issued in violation of any purchase option, right of first
refusal, preemptive right, subscription right or any similar right under any
provision of any Law, the BBV Organizational Documents or any contract to which
BBV is a party.  To the Knowledge of BBV, none of the outstanding
securities of BBV has been issued in violation of any foreign, federal or state
securities Laws.

     

    (b)           The
authorized capital stock of BBV Sub will consist of 1,000 shares of common
stock.   As of the date hereof and immediately prior to the
Closing, 1,000 shares of BBV Sub common stock have been issued to BBV,
representing all of the issued and outstanding shares of BBV Sub common stock.
There are no options, warrants, voting agreements or other rights outstanding
with respect to the BBV Sub common stock.


    
      
         


      

      
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    (c)           None
of the Warrants issued and outstanding has a cashless exercise feature (other
than 1,873,684 founder warrants as described in the Prospectus) and each of the Warrants has
an exercise price of $5.00 per share.  Upon exercise of any of the
Warrants the cash paid for the exercise price will be paid directly to
BBV.

     

    (d)           Except
for the Warrants, and other than the redemption rights set forth in the
Prospectus and except as set forth herein, there are no: (i) outstanding
options, warrants, puts, calls, convertible securities, preemptive or similar
rights, (ii) bonds, debentures, notes or other indebtedness having general
voting rights or that are convertible or exchangeable into securities having
such rights, or (iii) subscriptions or other rights, agreements, arrangements,
contracts or commitments of any character, relating to the issued or unissued
BBV Common Stock or obligating BBV or BBV Sub to issue, transfer, deliver or
sell or cause to be issued, transferred, delivered, sold or repurchased any
options or BBV Common Stock or securities convertible into or exchangeable for
such shares, or obligating BBV or BBV Sub to grant, extend or enter into any
such option, warrant, call, subscription or other right, agreement, arrangement
or commitment for such BBV Common Stock.  Other than as contemplated
by this Agreement and the conversion rights described in the Prospectus, there
are no outstanding obligations of BBV to repurchase, redeem or otherwise acquire
any shares of BBV Common Stock or Warrants of BBV or BBV Sub.

     

    (e)           There
are no stockholders or members agreements, voting trusts or other agreements or
understandings to which BBV or BBV Sub is a party with respect to the voting of
any equity interest or the capital stock or equity interests of BBV or BBV
Sub.

     

    (f)           No
Indebtedness of BBV or BBV Sub contains any restriction upon: (i) the prepayment
of any of such Indebtedness, (ii) the incurrence of Indebtedness by BBV or BBV
Sub or (iii) the ability of BBV or BBV Sub to grant any Encumbrance on its
properties or assets.

     

    (g)           Since
the date of their respective inceptions, neither BBV nor BBV Sub have not
declared or paid any distribution or dividend in respect of their common
stock.

     

    3.3        Authorization; Binding
Agreement.  BBV and BBV Sub have all requisite corporate power
and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby.  The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby: (i) has
been duly and validly authorized by the Board of Directors of BBV and BBV Sub,
respectively, and (ii) no other corporate proceedings on the part of BBV or BBV
Sub is necessary to authorize the execution and delivery of this Agreement or to
consummate the transactions contemplated hereby, other than receipt of the
Required BBV Vote (as defined herein).  The affirmative vote of the
stockholders of BBV holding at least a majority of the issued and outstanding
BBV Common Stock (the “Required
BBV Vote“) is necessary to approve and adopt this Agreement, all Proxy
Matters (as defined herein) (except the Warrantholder Proposal (as defined
herein)) and to consummate the transactions contemplated hereby and thereby
(including the Merger) and the Required Warrantholder Vote (as defined herein)
is required to approve the Warrantholder Proposal, provided, however, that
stockholders of BBV holding thirty percent (30%) or more of the shares of BBV
Common Stock sold in BBV’s initial public offering shall not have voted against
the Merger and exercised their conversion rights under the Articles of
Incorporation to convert their shares of BBV Common Stock into a cash payment
from the Trust Account.  This Agreement has been duly and validly
executed and delivered by each of BBV and BBV Sub and (assuming the due
authorization, execution and delivery hereof by Migami and Migami Sub)
constitutes the legal, valid and binding obligation of BBV and BBV Sub,
enforceable against each of BBV and BBV Sub in accordance with its terms,
subject to the Enforceability Exceptions.

     

    
      
        
        

      

      
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               3.4           Governmental
Approvals.  No Consent of or with any Governmental Authority on
the part of BBV or BBV Sub is required to be obtained or made in connection with
the execution, delivery or performance by BBV and BBV Sub of this Agreement or
the consummation by BBV and BBV Sub of the transactions contemplated hereby
(including the Merger) other than: (i) the filing of the Certificate of Merger
with the DE Secretary of State in accordance with the DGCL, (ii) such filings as
may be required with the SEC and foreign and state securities Laws
administrators, (iii) pursuant to Antitrust Laws and (iv) those Consents that,
if they were not obtained or made, would not reasonably be expected to have a
Material Adverse Effect.  No SEC review or approval of the Proxy
Statement is required by BBV due to BBV’s status as a “foreign private issuer”
as defined in the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder (the “Securities
Act“).

     

                3.5           No
Violations.  The execution and delivery by BBV and BBV Sub of
this Agreement and the consummation by BBV and BBV Sub of the transactions
contemplated hereby, and compliance by BBV and BBV Sub with any of the
provisions hereof, will not: (i) conflict with or violate any provision of the
BBV Organization Documents or BBV Sub Organizational Documents, (ii) require any
Consent under or result in a violation or breach of, or constitute (with or
without due notice or lapse of time or both) a default (or give rise to any
right of termination, cancellation, amendment or acceleration) under, any BBV
Material Contract (as defined herein) to which BBV or BBV Sub is a party or by
which its assets are bound, (iii) result (immediately or with the passage of
time or otherwise) in the creation or imposition of any Encumbrance upon any of
the properties, rights or assets of BBV or BBV Sub or (iv) subject to obtaining
the Consents from Governmental Authorities, and the waiting periods referred to
therein having expired, and any condition precedent to such Consent having been
satisfied, conflict with, contravene or violate in any respect any Law to which
BBV or BBV Sub or any of their respective assets or properties is subject,
except, in the case of clauses (ii), (iii) and (iv) above, for any deviations
from the foregoing that would not reasonably be expected to have a Material
Adverse Effect.

     

    3.6           SEC Filings and BBV
Financial Statements.

     

    (a)           BBV
has filed all forms, reports, schedules, registration statements and other
documents required to be filed or furnished by BBV with the SEC since February
5, 2008 under the Exchange Act or the Securities Act, together with any
amendments, restatements or supplements thereto (collectively, the “BBV SEC Reports“), and will
file all such BBV SEC Reports and other documents required to be filed through
the Closing Date.  The BBV SEC Reports: (i) were prepared in all
material respects in accordance with the requirements of the Securities Act and
the Exchange Act, as the case may be, and the rules and regulations thereunder
and (ii) did not at the time they were filed with the SEC (except to the extent
that information contained in any BBV SEC Report has been revised or superseded
by a later filed BBV SEC Report) contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in
order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading.  The certifications of
BBV’s officers accompanying the BBV SEC Reports are each true and
correct.  BBV maintains disclosure controls and procedures required by
Rules 13a-15(e) or 15d-15(e) under the Exchange Act. As used in this Section
3.6, the term “file” shall be broadly construed to include any manner permitted
by SEC rules and regulations in which a document or information is furnished,
supplied or otherwise made available to the SEC.

     

    
      
        
        

      

      
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    (b)           The
financial statements and notes contained or incorporated by reference in BBV SEC
Reports (“BBV
Financials“) fairly present in all material respects the consolidated
financial condition and the results of operations, changes in stockholders’
equity, and cash flow of BBV and BBV Sub as at the respective dates of and for
the periods referred to in such financial statements, all in accordance with:
(i) GAAP and (ii) Regulation S-X and the omission of notes to the extent
permitted by Regulation S-X.  BBV has no off-balance sheet
arrangements.  The BBV Financials, to the extent required for
inclusion in the Proxy Statement, comply in all material respects with the
Exchange Act, Regulation S-X and the published general rules and regulations of
the SEC.  Section 3.6(b) of BBV
Disclosure Schedules contains BBV’s general ledger as of the date
hereof.

     

    (c)           Neither
BBV nor BBV Sub or any manager, director, officer, special advisor or employee
of BBV or BBV Sub has received any complaint, allegation, assertion or claim,
whether or not in writing, regarding the accounting or auditing practices,
procedures, methodologies or methods of BBV or BBV Sub or their respective
internal accounting controls, including any complaint, allegation, assertion or
claim that BBV or BBV Sub has engaged in questionable accounting or auditing
practices.  No attorney representing BBV, whether or not employed by
BBV, has reported evidence of any violation of consumer protection or securities
Laws, breach of fiduciary duty or similar violation by BBV or any of its
officers, directors, special advisors, employees or agents to the Board of
Directors or any committee thereof or to any director or executive officer of
BBV.

     

    (d)           BBV
Sub has never been subject to the reporting requirements of Sections 13(a) and
15(d) of the Exchange Act.

     

    3.7           Absence of Undisclosed
Liabilities.  Except as set forth in Section 3.7 of BBV
Disclosure Schedules or to the extent reflected or reserved against in BBV
Financials, neither BBV nor BBV Sub has incurred any liabilities or obligations
of the type required to be reflected on a balance sheet in accordance with GAAP
that is not adequately reflected or reserved on or provided for in BBV
Financials or that would not reasonably be expected to have a Material Adverse
Effect.

     

    
      
        
        

      

      
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    3.8         Compliance with
Laws.

     

    (a)           BBV
and BBV Sub are each in compliance with all Laws applicable to it and the
conduct of its businesses as currently conducted, except where the failure to be
in compliance would not reasonably be expected to have a Material Adverse
Effect.  Each of BBV and BBV Sub is not in conflict with, or in
default or violation of, nor since December 31, 2008, has it received any notice
of any conflict with, or default or violation of any applicable Law by which BBV
and BBV Sub, or any property or asset of BBV and BBV Sub, is bound or affected,
except for any such conflicts, defaults or violations that would not reasonably
be expected to have a Material Adverse Effect.

     

    (b)           There
is no pending or, to the Knowledge of BBV, threatened, proceeding, examination,
review or investigation to which BBV and BBV Sub is subject before any
Governmental Authority regarding whether BBV has violated in any material
respect applicable Laws.  Since December 31, 2008, neither BBV nor BBV
Sub has received written notice of any material violation of, or noncompliance
with, any Law applicable to BBV and BBV Sub, or directing BBV and BBV Sub to
take remedial action with respect to such applicable Law or otherwise, and no
deficiencies of BBV and BBV Sub have been asserted in writing by any
Governmental Authority with respect to possible violations of any applicable
Laws except for such violations or deficiencies that would not reasonably be
expected to have a Material Adverse Effect.  BBV and BBV Sub have
filed or made all material reports, statements, documents, registrations,
notices, filings or submissions required to be filed with any Governmental
Authority, and all such reports, statements, documents, registrations, notices,
filings and submissions are in material compliance (and materially complied at
the relevant time) with applicable Law and no material deficiencies have been
asserted by any Governmental Authority with respect to any such reports,
statements, documents, registrations, notices, filings or submissions required
to be filed with any Governmental Authority.

     

    (c)           BBV
and BBV Sub are each in compliance with all Laws applicable to it and the
conduct of its businesses as currently conducted, except where the failure to be
in compliance would not reasonably be expected to have a Material Adverse
Effect.

     

                3.9        
    Regulatory Agreements;
Permits; Qualifications.

     

    (a)           There
are no: (i) written agreements, consent agreements, memoranda of understanding,
commitment letters, cease and desist orders, or similar undertakings to which
BBV or BBV Sub or any of their Affiliates is a party, on the one hand, and any
Governmental Authority is a party or addressee, on the other hand, (ii) Orders
or directives of or supervisory letters from a Governmental Authority
specifically with respect to BBV or BBV Sub or any property or asset owned by
such party, or (iii) resolutions or policies or procedures adopted by BBV at the
request of a Governmental Authority, that (A) limit in any material respect
the ability of BBV or BBV Sub to conduct its business as currently being
conducted (or would limit BBV or BBV Sub’s ability to conduct the business of
Migami Sub following the Merger) or (B) in any manner relate to the ability of
BBV or BBV Sub to pay dividends or otherwise materially restrict the conduct of
business of BBV or BBV Sub in any respect.

     

    
      
        
        

      

      
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    (b)           BBV
and BBV Sub hold all permits, licenses, franchises, grants, authorizations,
consents, exceptions, variances, exemptions, orders and other governmental
authorizations, certificates, consents and approvals necessary to lawfully
conduct their businesses as presently conducted and contemplated to be
conducted, and to own, lease and operate their assets and properties
(collectively, the “BBV
Permits“), all of which are in full force and effect, and no suspension
or cancellation of any of the BBV Permits is pending or, to the Knowledge of
BBV, threatened, except where the failure of any BBV Permits to have been in
full force and effect, or the suspension or cancellation of any of the BBV
Permits, would not reasonably be expected to have a Material Adverse
Effect.  BBV and BBV Sub are not in violation in any material respect
of the terms of any BBV Permit.  .

     

    (c)           No
investigation, review or market conduct examination by any Governmental
Authority with respect to BBV or BBV Sub, or any Affiliate thereof, is pending
or, to the Knowledge of BBV, threatened, nor does BBV have Knowledge of any
Governmental Authority’s intention to conduct any such investigation or
review.

     

    (d)           At
no time has BBV or BBV Sub, or any Affiliate thereof with the power to direct or
cause the direction of the management or policies of BBV or BBV Sub, filed for
relief in bankruptcy or had entered against it an order for relief in
bankruptcy.

     

    3.10         Absence of Certain
Changes.  Except as set forth in Section 3.10 of BBV
Disclosure Schedules (and excluding the Merger), since their respective dates of
incorporation, BBV and BBV Sub have conducted their respective businesses in the
ordinary course of business as described in the Prospectus and there has not
been any fact, change, effect, occurrence, event, development or state of
circumstances that has had or would reasonably be expected to have a Material
Adverse Effect.

     

    3.11         Taxes and
Returns.  Except as would not reasonably be expected to have a
Material Adverse Effect:

     

    (a)           BBV
has or will have timely filed, or caused to be timely filed, all material Tax
Returns required to be filed by it or BBV Sub (taking into account all available
extensions), which such Tax Returns are true, accurate, correct and complete in
all material respects, and has paid, collected or withheld, or caused to be
paid, collected or withheld, all material Taxes required to be paid, collected
or withheld, other than such Taxes for which adequate reserves in BBV Financials
have been established in accordance with GAAP.  Section 3.11 of BBV
Disclosure Schedules sets forth each jurisdiction where BBV and BBV Sub files or
is required to file a Tax Return.  There are no claims, assessments,
audits, examinations, investigations or other proceedings pending against BBV or
BBV Sub in respect of any Tax, and neither BBV nor BBV Sub have been notified in
writing of any proposed Tax claims or assessments against BBV or BBV Sub (other
than, in each case, claims or assessments for which adequate reserves in BBV
Financials have been established in accordance with GAAP or are immaterial in
amount).  There are no material Encumbrances with respect to any Taxes
upon any of BBV or BBV Sub’s assets, other than: (i) Taxes, the payment of which
is not yet due, or (ii) Taxes or charges being contested in good faith by
appropriate proceedings and for which adequate reserves in BBV Financials have
been established in accordance with GAAP.  Neither BBV nor BBV Sub has
any outstanding waivers or extensions of any applicable statute of limitations
to assess any material amount of Taxes.  There are no outstanding
requests by BBV or BBV Sub for any extension of time within which to file any
Tax Return or within which to pay any Taxes shown to be due on any Tax
Return.

     

    
      
        
        

      

      
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    (b)           Neither
BBV nor BBV Sub have constituted either a “distributing corporation” or a
“controlled corporation” (within the meaning of Section 355(a)(1)(A) of the
Code) in a distribution of securities (to any Person or entity that is not a
member of the consolidated group of which BBV is the common parent corporation)
qualifying for, or intended to qualify for, Tax-free treatment under Section 355
of the Code: (i) since its inception or (ii) in a distribution which could
otherwise constitute part of a “plan” or “series of related transactions”
(within the meaning of Section 355(e) of the Code) in conjunction with the
Merger.

     

    (c)           Neither
BBV nor BBV Sub has not made any change in accounting method or received a
ruling from, or signed an agreement with, any taxing authority.

     

    (d)           BBV
is not a party to any contract, agreement, plan or arrangement that,
individually or collectively, could reasonably be expected to give rise to the
payment of any amount that would not be deductible pursuant to Sections 280G or
162(m) of the Code.

     

    (e)           Neither
BBV nor BBV Sub has participated in, or sold, distributed or otherwise promoted,
any “reportable transaction,” as defined in Treasury Regulation Section
1.6011-4.

     

    (f)           Neither
BBV nor BBV Sub has taken any action that would reasonably be expected to give
rise to: (i) a “deferred intercompany transaction” within the meaning of
Treasury Regulation Section 1.1502-13 or an “excess loss account” within the
meaning of Treasury Regulation Section 1.1502-19, or (ii) the recognition of a
deferred intercompany transaction.

     

    (g)           Since
inception, Neither BBV nor BBV Sub has: (i) changed any Tax accounting methods,
policies or procedures except as required by a change in Law, (ii) made,
revoked, or amended any material Tax election, (iii) filed any amended Tax
Returns or claim for refund, or (iv) entered into any closing agreement
affecting or otherwise settled or compromised any material Tax liability or
refund.

     

    3.12         Restrictions on Business
Activities.  There is no agreement or Order binding upon BBV or
BBV Sub which has or could reasonably be expected to have the effect of
prohibiting, preventing, restricting or impairing in any respect any business
practice of BBV or BBV Sub as their businesses are currently conducted or
planned to be conducted following the Merger, any acquisition of property by BBV
or BBV Sub, the conduct of business by BBV or BBV Sub as currently conducted or
planned to be conducted following the Merger, or restricting in any material
respect the ability of BBV or BBV Sub from engaging in business as currently
conducted or planned to be conducted following the Merger.

     

    
      
        
        

      

      
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    3.13         Employee Benefit
Plans.  BBV does not maintain, and has no liability under, any
Benefit Plan, and neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will: (i) result in any
payment (including severance, unemployment compensation, golden parachute, bonus
or otherwise) becoming due to any director or employee of BBV, or (ii) result in
the acceleration of the time of payment or vesting of any such
benefits.

     

    3.14         Employee
Matters.  Neither BBV nor BBV Sub has ever had any
employees.

     

    3.15         Material
Contracts.

     

    (a)           Except
as set forth in BBV SEC Reports filed prior to the date hereof or in the
Prospectus, or on Section 3.15(a) of
BBV Disclosure Schedules, there are no contracts, agreements, leases, mortgages,
indentures, notes, bonds, liens, license, permit, franchise, purchase orders,
sales orders or other understandings, commitments or obligations (including
without limitation outstanding offers or proposals) of any kind, whether written
or oral, to which BBV is a party or by or to which any of the properties or
assets of BBV may be bound, subject or affected, which either (i) creates or
imposes a liability greater than $15,000, (ii) may not be cancelled by BBV on
less than sixty (60) days’ prior notice (the “BBV Material Contracts”) or
(iii) does not contain an irrevocable waiver of all claims, whether present now
or in the future, arising for any reason whatsoever, against the Trust Account
or the funds therein.  All BBV Material Contracts have been made
available to Migami, and are set forth in Section 3.15(a) of
BBV Disclosure Schedules other than those that are exhibits to BBV SEC
Reports.  Except as set forth in BBV SEC Reports filed prior to the
date hereof and other than as contemplated by this Agreement, neither BBV nor
its Affiliates are presently a party to any agreement, letter of intent,
understanding or commitment (whether written or oral) relating to any merger,
reorganization, recapitalization, consolidation, asset sale, share exchange,
business combination or similar transaction, including any single or multi-step
transaction or series of related transactions involving BBV or any subsidiary
thereof.

     

    (b)           With
respect to each BBV Material Contract: (i) BBV Material Contract was entered
into at arms’ length and in the ordinary course of business consistent with past
practices; (ii) BBV Material Contract is legal, valid, binding and enforceable
in all material respects against BBV or BBV Sub and, to BBV’s Knowledge, the
other party thereto, and in full force and effect (except as such enforcement
may be limited by the Enforceability Exceptions); (iii) neither BBV nor BBV Sub
is in breach or default in any material respect, and no event has occurred that
with the passage of time or giving of notice or both would constitute such a
breach or default by BBV or BBV Sub, or permit termination or acceleration by
the other party, under BBV Material Contract; and (iv) to BBV’s Knowledge, no
other party to BBV Material Contract is in breach or default in any material
respect, and no event has occurred that with the passage of time or giving of
notice or both would constitute such a breach or default by such other party, or
permit termination or acceleration by BBV or BBV Sub, under any BBV Material
Contract.

     

    3.16         Litigation.  There
is no Action pending or, to the Knowledge of BBV, threatened before any
arbitrator, agency, court or tribunal, foreign or domestic, or, to the Knowledge
of BBV, threatened against BBV, BBV Sub or any of their respective properties,
rights or assets or, any of its officers, directors, partners, managers, members
or special advisors (in their capacities as such).  There is no Order
binding against BBV, BBV Sub or any of their respective properties, rights or
assets or any of its officers, directors, partners, managers, members or special
advisors (in their capacities as such).  There is no material Action
that BBV or BBV Sub has pending against other parties.

     

    
      
        
        

      

      
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    3.17         Transactions with
Affiliates.  Section 3.17 of BBV
Disclosure Schedules sets forth a true, correct and complete list of the
contracts or arrangements that are in existence as of the date of this Agreement
under which there are any existing or future liabilities or obligations between
BBV or BBV Sub, on the one hand, and, on the other hand, any: (i) present or
former director, officer, employee or Affiliate of BBV or BBV Sub, or any family
member of any of the foregoing, or (ii) record or beneficial owner of more than
five percent (5.0%) of the outstanding BBV Common Stock as of the date hereof
(each, a “BBV Affiliate
Transaction“).

     

    3.18         Investment Company
Act.  BBV is not an “investment company” or a Person directly
or indirectly “controlled” by or acting on behalf of an “investment company”, in
each case within the meaning of the Investment Company Act of 1940, as
amended.

     

    3.19         Books and
Records.  All of the books and records of BBV and BBV Sub are
complete and accurate in all material respects and have been maintained in the
ordinary course consistent with past practices and in accordance with applicable
Laws and standard industry practices with regard to the maintenance of such
books and records.  The records, systems, controls, data and
information of BBV and BBV Sub are recorded, stored, maintained and operated
under means (including any electronic, mechanical or photographic process,
whether computerized or not) that are under the control of
BBV.  Migami has been granted full and complete access to all of BBV
and BBV Sub’s books and records.

     

    3.20         Finders and Investment
Bankers.  Except for the fees set forth in Section 3.20 of BBV
Disclosure Schedules, the fees of which will be borne by BBV and paid from funds
available to it in the Trust Account (including deferred underwriting fees), no
broker, finder or investment banker is entitled to any brokerage, finder’s or
other fee or commission in connection with the transactions contemplated hereby
based upon arrangements made by or on behalf of BBV or BBV Sub.

     

    3.21         Information
Supplied.  None of the information supplied or to be supplied
by BBV or BBV Sub for inclusion or incorporation by reference in: (a) any Report
on Form 6-K to be filed by BBV or in any Report on Form 8-K to be filed by
Migami with the SEC or any other report, form, registration, or other filing
made with any Governmental Authority with respect to the transactions
contemplated hereby or (b) the Proxy Statement (with respect to information
regarding BBV and its Affiliates) will, at the date it is first mailed to BBV’s
stockholders and warrantholders or at the time of the Stockholder Meeting or
Warrantholder Meeting, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
are made, not misleading.  Notwithstanding the foregoing, no
representation is made by BBV with respect to statements made or incorporated by
reference therein based solely on information supplied by Migami in writing for
inclusion or incorporation by reference in the Proxy Statement.  None
of the information supplied or to be supplied by BBV or BBV Sub for inclusion in
the Proxy Statement shall, at the time such document is mailed or at the time
amended or supplemented, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading.  Notwithstanding the foregoing, BBV makes
no representation, warranty or covenant with respect to any information supplied
by Migami which is contained in the Proxy Statement.

     

    
      
        
        

      

      
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    3.22         Trust
Account.  As of the date of this Agreement, BBV had
approximately $31,551,472 in its trust account described in the Prospectus,
which funds were and are currently invested in U.S. government securities in an
account at JPMorgan Chase Bank (the “Trust Account”), held in trust
by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to an
Investment Management Trust Account Agreement between BBV and Trustee (the
“Trust Agreement
”).  Upon consummation of the Merger and notice thereof to the
Trustee, the Trustee shall release as promptly as practicable to BBV or such
other parties as may be designated pursuant to the Trust Agreement the funds, if
any, held in the Trust Account and, after deducting any funds paid to
stockholders of BBV holding shares of BBV Common Stock sold in BBV’s initial
public offering who shall have voted against the Merger and demanded that BBV
convert their shares of BBV Common Stock into cash pursuant to the Articles of
Incorporation and payment of, or reservation of payment for: (a) any taxes then
due and owing, (b) any amounts due and owing to Centurion Credit Funding LLC,
Whitestar LLC, Victory Park Credit Opportunities Master Fund, Ltd. or any other
stockholders of BBV whose Common Stock was repurchased by BBV pursuant to those
certain stock purchase agreement by and between such party, BBV, Migami and John
Park dated February 8, 2010 (collectively, the “Stock Purchase Agreements”)
and that certain escrow agreement by and between BBV, Migami, Centurion Credit
Funding LLC, Whitestar LLC, Victory Park Credit Opportunities Master Fund, Ltd.,
John Park and Ellenoff Grossman & Schole LLP as escrow agent dated February
8, 2010 (the “Escrow
Agreement”), (c) any deferred underwriting compensation to Ladenburg
Thalmann & Co. Inc. and Chardan Capital Markets, LLC, as set forth in
Section 3.22 of BBV Disclosure Schedules, (d) any reasonable fees and expenses
payable to BBV’s attorneys, accountants and other advisors, (e) transactional
fees and expenses including without limitation printer fees and proxy
solicitation fees, and (f) the conversion consideration, such funds will be free
of any Encumbrances whatsoever, and will be available for use in the businesses
of BBV and Migami Sub (collectively, the “Trust Distribution”). Immediately
following the Trust Distribution the Trust Account will terminate in accordance
with the terms of the Trust Agreement.

     

    3.23         Intellectual
Property.  BBV and BBV Sub do not own, license or otherwise
have any right, title or interest in any Intellectual Property.

     

    3.24         Real
Property.  Other than as set forth in public filings of BBV
made with the SEC, BBV and BBV Sub do not own or lease any real property, and
have no commitments or obligations to purchase or lease real property either
prior to or after the Effective Time.

     

    3.25         Environmental
Matters.  Except for such matters that are not reasonably
expected to have a Material Adverse Effect, BBV and BBV Sub: (i) have, to the
Knowledge of BBV, complied with all applicable Environmental Laws; (ii) have not
received any notice, demand, letter, claim or request for information alleging
that BBV or BBV Sub may be in violation of or liable under any Environmental
Law; and (iii) are not subject to any Order or other arrangement with any
Governmental Authority or subject to any indemnity or other agreement with any
third party relating to liability under any Environmental Law.

     

    3.26         Insurance.  Section 3.26 of BBV
Disclosure Schedules sets forth a correct and complete list of all material
insurance policies issued in favor of BBV, or pursuant to which BBV is a named
insured or otherwise a beneficiary.  With respect to each such
insurance policy: (i) the policy is in full force and effect and all
premiums due thereon have been paid and (ii) BBV is not in any material
respect, in breach of or default under, and BBV has not taken any action or
failed to take any action which, with notice or the lapse of time or both, would
constitute such a breach or default, or permit termination or modification of,
any such policy.

     

    
      
        
        

      

      
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    3.27         Bankruptcy.  Neither
BBV, BBV Sub nor any Affiliate thereof has: (i) commenced a voluntary case, or
had entered against it a petition, for relief under the federal bankruptcy code
or any similar petition, order or decree under any federal or state law or
statute relative to bankruptcy, insolvency or other relief for debtors; (ii)
caused, suffered or consented to the appointment of a receiver, trustee,
administrator, conservator, liquidator or similar official in any federal, state
or foreign judicial or non judicial proceedings, to hold, administer and/or
liquidate all or substantially all of its property; or (iii) made an assignment
for the benefit of creditors.

     

    3.28         OTCBB
Quotation.  The BBV Common Stock, Units and Warrants are quoted
on the Over the Counter Bulletin Board (the “OTCBB”).  There is
no action or proceeding pending or, to BBV’s Knowledge, threatened against BBV
by the OTCBB with respect to any intention by such entity to prohibit or
terminate the quotation of BBV Common Stock, Units or Warrants on the
OTCBB.

     

    3.29         Registration of BBV Common
Stock, Units and Warrants.  The BBV Common Stock, Units and the
Warrants are registered pursuant to Section 12(g) of the Exchange Act, and BBV
has taken no action designed to, or which is likely to have the effect of,
terminating the registration of BBV Common Stock, Units or Warrants under the
Exchange Act nor has BBV received any notification that the SEC is contemplating
terminating such registration.  BBV is, and has no reason to believe
that it will not in the foreseeable future continue to be, in compliance with
all such registration requirements.

     

    3.30         Foreign Private
Issuer.  BBV is, and has been since August 12, 2008, a “foreign
private issuer” as defined under Rule 3b-4(c) promulgated under the Exchange
Act.

     

    
      
        
        

      

      
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    3.31         BBV Sub.

     

    (a)           All
the outstanding shares of common stock in BBV Sub have been validly issued and
are fully paid and non-assessable and owned by BBV, free and clear of all
Encumbrances.

     

    (b)           Except
for 100% of the common stock of BBV Sub, BBV does not as of the date hereof own,
or will not, as of the Closing own, directly or indirectly, any capital stock,
membership interest, partnership interest, joint venture interest or other
equity interest in any Person.

     

    (c)           Since
the date of its formation, BBV Sub has not carried on any business or conducted
any operations other than the execution of this Agreement, and the performance
of its obligations hereunder.  BBV Sub was incorporated solely for the
consummation of the transactions contemplated hereby.

     

    ARTICLE IV

     

    COVENANTS

     

                4.1           Conduct of Business of
Migami.  Unless BBV shall otherwise consent in writing (such
consent not to be unreasonably withheld), during the period from the date of
this Agreement to the Effective Time, except as expressly contemplated by this
Agreement or as set forth on Section 4.1 of the
Migami Disclosure Schedules:

     

    (a)           Migami,
Migami Sub and the Subsidiaries shall conduct their respective business, in all
material respects, in the ordinary course of business consistent with past
practice (it being agreed that Migami, Migami Sub or any Subsidiary may acquire
technologies to add to Migami’s business);

     

    (b)           Migami
and the Subsidiaries shall use commercially reasonable efforts consistent with
the foregoing to preserve intact, in all material respects, its business
organization, to keep available the services of its managers, directors,
officers, key employees and consultants, to maintain, in all material respects,
existing relationships with all Persons with whom it does significant business,
and to preserve the possession, control and condition of its
assets;

     

    (c)           Migami
and the Subsidiaries shall use commercially reasonable efforts to continue to
maintain, in all material respects, its respective assets, properties, rights
and operations in accordance with present practice in a condition suitable for
their current use; and

     

    (d)           Migami
and the Subsidiaries shall use commercially reasonable efforts consistent with
the foregoing to conduct its business in compliance with applicable Laws in all
material respects, and to preserve intact the business organization of Migami
and the Subsidiaries.

     

    
      
        
        

      

      
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    4.2         Access and Information;
Confidentiality.

     

    (a)           Between
the date of this Agreement and the Effective Time, each Party shall give, and
shall direct its accountants and legal counsel to give, the other Party and its
Representatives (as defined herein), at reasonable times and upon reasonable
intervals and notice, access to all offices and other facilities and to all
employees, properties, contracts, agreements, commitments, books and records of
or pertaining to such Party and its subsidiaries (including Tax Returns,
internal work papers, client files, client contracts and director service
agreements) and such financial and operating data and other information, all of
the foregoing as the requesting Party or its Representatives may reasonably
request regarding such Party’s business, assets, liabilities, employees and
other aspects (including unaudited quarterly financial statements, including a
consolidated quarterly balance sheet and income statement, in the form such
financial statements have been delivered to the other Party prior to the date
hereof) and instruct such Party’s Representatives to cooperate with the
requesting Party in its investigation (including by reading available
independent public accountant’s work papers) and to provide a copy of, or make
available, each material report, schedule and other document filed or received
pursuant to the requirements of applicable securities Laws; provided that the requesting
Party shall conduct any such activities in such a manner as not to interfere
unreasonably with the business or operations of the Party providing such
information.  Neither BBV nor any of its officers, employees or
Representatives, shall conduct any environmental testing or sampling on any of
the business or property sites of Migami or its Subsidiaries without the prior
written consent of Migami, which consent shall not be unreasonably
withheld.  BBV agrees to indemnify and hold Migami and its
Subsidiaries harmless from any and all claims and liabilities, including costs
and expenses for loss, injury to or death of any BBV Representative and any
loss, damage to or destruction of any property owned by Migami or its
Subsidiaries or others (including claims or liabilities for loss of use of any
property) resulting directly or indirectly from the action or inaction of any of
BBV’s Representatives (and not resulting from the gross negligence or willful
misconduct of Migami, its Subsidiaries or their respective directors, managers,
officers, employees and agents) during any visit to the business or property
sites of Migami or its Subsidiaries prior to the completion of the Merger,
whether pursuant to this Section 4.2 or otherwise.  Migami agrees to
indemnify and hold BBV and BBV Sub harmless from any and all claims and
liabilities, including costs and expenses for loss, injury to or death of any
Migami Representative and any loss, damage to or destruction of any property
owned by BBV, BBV Sub or others (including claims or liabilities for loss of use
of any property) resulting directly or indirectly (and not resulting from the
gross negligence or willful misconduct of BBV, BBV Sub or their respective
directors, officers, employees, special advisors and agents) from the action or
inaction of any of Migami’s Representatives during any visit to the business or
property sites of BBV or BBV Sub prior to the completion of the Merger, whether
pursuant to this Section 4.2 or otherwise.

    


    (b)           All
information obtained by Migami, on the one hand, and BBV or BBV Sub, on the
other hand, pursuant to this Agreement shall be kept confidential in accordance
with and subject to that certain Mutual Non-Disclosure Agreement and Waiver,
dated February 13, 2009, between BBV and Migami (the “NDA“).  The Parties
acknowledge and agree that the provisions, terms, conditions, restrictions and
limitations of the NDA: (i) shall continue in full force and effect
notwithstanding the execution of this Agreement and (ii) are fully incorporated
into and made a part of this Agreement as if fully set forth
herein.

     

    
      
        
        

      

      
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    4.3         No
Solicitation.

     

    (a)           It
is specifically agreed that the terms and provisions of this Section 4.3 shall
only become effective and be binding upon the fulfillment of Migami of its
obligation to deposit or cause to be deposited an amount equal to $550,000 into
escrow pursuant to the terms of that certain Stock Purchase Agreement, February
20, 2010, among the Company, Centurion Credit Funding LLC and, solely for the
purposes of Sections 7(a) and (b) and Section 8(a) thereof, John Park and Migami
by the date specified in such agreement or as may otherwise be agreed to by
Centurion Credit Funding LLC.

     

    (b)           For
purposes of this Agreement, “Acquisition Proposal“ means (other than
the Merger) any inquiry, proposal or offer, or any indication of interest in
making an offer or proposal, from any Person or group, at any time relating to a
merger, reorganization, recapitalization, consolidation, asset sale, share
exchange, business combination or similar transaction, including any single or
multi-step transaction or series of related transactions involving BBV, BBV Sub,
Migami Sub, Migami or any Subsidiary on the one hand and any third party on the
other hand or acquisition or purchase of assets of or by Migami, any Subsidiary,
BBV or BBV Sub.  Without limiting the foregoing, the term Acquisition
Proposal includes any inquiry, proposal or offer made or received by BBV, BBV
Sub, Migami Sub, Migami or any Subsidiary or any indication of interest in same
by BBV, BBV Sub, Migami Sub, Migami or any Subsidiary to any third party at any
time relating to a merger, reorganization, recapitalization, consolidation,
asset sale, share exchange, business combination or similar transaction,
including any single or multi-step transaction or series of related transactions
with BBV, BBV Sub, Migami Sub, Migami or any Subsidiary or any of their
respective Affiliates.

     

    (c)           In
order to induce Migami and BBV to continue to expend management time and
financial resources in furtherance of the transactions contemplated hereby, from
the date hereof until February 13, 2011 (or the Effective Time, whichever is
earlier) , none of Migami, any Subsidiary or BBV or BBV Sub shall (unless
otherwise required by applicable Law), directly or indirectly, and shall not,
directly or indirectly, authorize or permit any officer, manager, director,
employee, accountant, consultant, legal counsel, financial advisor, agent or
other representative of such Person (collectively, the “Representatives“) to: (i)
solicit, encourage, assist, initiate or facilitate the making, submission or
announcement of any Acquisition Proposal, (ii) furnish any non-public
information regarding Migami or any Subsidiary, BBV or BBV Sub or the Merger to
any Person or group (other than a Party to this Agreement or their
Representatives) in connection with or in response to an Acquisition Proposal,
(iii) engage, participate in or continue discussions or negotiations with any
Person or group with respect to, or which could be expected to lead to, an
Acquisition Proposal, (iv) withdraw, modify or qualify, or propose publicly to
withdraw, modify or qualify, in a manner adverse to Migami or BBV, the approval
of this Agreement or the Merger or the recommendation by the Board of Directors
of Migami or BBV that its respective stockholders adopt this Agreement, (v)
approve, endorse or recommend, or publicly propose to approve, endorse or
recommend, any Acquisition Proposal, (vi) discuss, negotiate or enter into any
letter of intent, agreement in principle, acquisition agreement or other similar
agreement related to any Acquisition Proposal, or (vii) release any third party
from, or waive any provision of, any confidentiality agreement to which Migami
or any Subsidiary or BBV or BBV Sub is a party (except as may be permitted
pursuant to the NDA).  Without limiting the foregoing, each Party
agrees it shall be responsible for the actions of its Representatives that would
constitute a violation of the restrictions set forth in this Section 4.3 if done
by such Party.  Each Party shall promptly inform its Representatives
of the obligations undertaken in this Section 4.3.

     

    
      
        
        

      

      
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    (d)           Each
Party shall notify the other Party hereto promptly (and in any event within
forty-eight (48) hours) orally and in writing of the receipt by such Party or
any of its Representatives of: (i) any bona fide inquiries, proposals or offers,
requests for information or requests for discussions or negotiations regarding
or constituting any Acquisition Proposal or any bona fide inquiries, proposals
or offers, requests for information or requests for discussions or negotiations
that could be expected to result in an Acquisition Proposal and (ii) any request
for non-public information relating to such Party, specifying in each case the
material terms and conditions thereof (including a copy thereof if in writing)
and the identity of the party making such inquiry, proposal, offer or request
for information.  Each Party shall keep the other Party hereto
promptly informed of the status of any such inquiries, proposals, offers or
requests for information.  From and after the date of this Agreement,
each Party shall immediately cease and cause to be terminated any solicitations,
discussions or negotiations with any parties with respect to any Acquisition
Proposal and shall direct, and use its commercially reasonable efforts to cause,
its Representatives to cease and terminate any such solicitations, discussions
or negotiations.

     

    4.4         Stockholder
Litigation.  BBV shall give Migami the opportunity to
participate in, subject to a customary joint-defense agreement, any stockholder
litigation against BBV, its managers, directors or officers relating to the
Merger or any other transactions contemplated hereby; provided, however, that no
settlement of any such litigation shall be agreed to without BBV’s
consent.

     

    4.5         Conduct of Business of
BBV.  Unless Migami shall otherwise consent in writing (such
consent not to be unreasonably withheld, conditioned or delayed), during the
period from the date of this Agreement to the Effective Time, except as
specifically contemplated by the terms of this Agreement:

     

    (a)           BBV
and BBV Sub shall conduct their respective business in, and shall not take any
action other than in accordance with this Agreement and in the furtherance of
the consummation of the Merger and of BBV and BBV Sub’s obligations under this
Agreement;

     

    (b)           BBV
and BBV Sub shall use commercially reasonable efforts to continue to maintain,
in all material respects, their respective assets, properties, rights and
operations in accordance with present practice in a condition suitable for their
current use; and

     

    (c)           BBV
and BBV Sub shall use commercially reasonable efforts consistent with the
foregoing to conduct the business of BBV and BBV Sub in compliance with the BBV
Organizational Documents and BBV Sub Organizational Documents, respectively, and
all applicable Laws in all material respects, including without limitation the
timely filing of all reports, forms or other documents with the SEC required to
be filed with the SEC by BBV pursuant to the Securities Act and the Exchange
Act, and to preserve intact the business organization of BBV.

     

    
      
        
        

      

      
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    4.6         Market Standoff
Agreement.  Migami and its Affiliates shall
have the right to participate on an equal basis with the current and former
officers and directors of BBV with respect to any transactions in which such
Persons acquire any securities of BBV; provided, that all such Persons shall
vote any shares of BBV Common Stock or Warrants acquired in such transactions in
favor of the Proxy Matters.

    


    4.7         Merger Consideration Lock
Up.  Migami hereby agrees that, for a period of twelve (12)
months from the Effective Time (the “Lock-up Period”) , it shall
not, directly or indirectly, offer, sell, agree to sell, grant any option with
respect to, pledge or otherwise dispose of all or any portion the shares
representing the Merger Consideration.

    


    4.8         Tag
Along.  Migami hereby agrees that, for a period of one (1) year
following the termination of the Lock-up Period, if Migami is able to
definitively negotiate the private sale of any shares of BBV then, prior to
consummating such a sale, Migami will offer the right to the Sellers (as defined
below) to participate in such sale such that for each share of BBV that Migami
sells, the Sellers shall have the right to sell one share of BBV upon the same
terms and conditions as Migami.  Sellers shall mean those individuals
and entities named as Sellers in that certain Option Agreement, dated as of
December 7, 2009, by and among Vision Fair Limited, the Company, Eric Zachs,
Robert Lee and the sellers named therein.

    


    4.9         Tax Indemnification of
BBV by
Migami.  Migami hereby agrees to indemnify and hold harmless
BBV and the Surviving Corporation and their Affiliates and each of their
respective directors, officers, employees, shareholders, attorneys and agents
and permitted assignees (collectively, the “Indemnitees”) , against and in
respect of any and all loss, payments, demand, penalty, liability, judgment,
damage, diminution in value, claim or out-of-pocket costs and expenses
(including actual costs of investigation and attorneys’ fees and other costs and
expenses) incurred or sustained by any Indemnitee relating to Taxes that were
required to have been paid by or were accrued against Migami prior to the date
hereof.

    


    ARTICLE
V

     

    ADDITIONAL
COVENANTS OF THE PARTIES

     

    5.1         Notification of Certain
Matters.  Each of BBV and Migami shall give prompt notice to
the other (and, if in writing, furnish copies of) if any of the following occurs
after the date of this Agreement: (i) there has been a material failure on the
part of the Party providing the notice to comply with or satisfy any covenant,
condition or agreement to be complied with or satisfied by it hereunder; (ii)
receipt of any notice or other communication in writing from any third party
alleging that the Consent of such third party is or may be required in
connection with the transactions contemplated by this Agreement, (including the
Merger or as a result of the transactions contemplated hereby) or any
non-compliance with any Law; (iii) receipt of any notice or other communication
from any Governmental Authority in connection with the transactions contemplated
by this Agreement (including the Merger or as a result of the transactions
contemplated hereby); (iv) the discovery of any fact or circumstance that, or
the occurrence or non-occurrence of any event the occurrence or non-occurrence
of which, would reasonably be expected to cause or result in any of the
conditions to the Merger set forth in Article VI not being satisfied or the
satisfaction of those conditions being materially delayed; or (v) the
commencement or threat, in writing, of any Action against any Party or any of
its Affiliates, or any of their respective properties or assets, or, to the
Knowledge of Migami or BBV, as applicable, any officer, director, partner,
member or manager, in his or her capacity as such, of Migami or BBV, as
applicable, or any of their Affiliates with respect to the consummation of the
Merger.  No such notice to any Party shall constitute an
acknowledgement or admission by the Party providing notice regarding whether or
not any of the conditions to Closing or to the consummation of the Merger have
been satisfied or in determining whether or not any of the representations,
warranties or covenants contained in this Agreement have been
breached.

     

    
      
        
        

      

      
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    5.2         Commercially Reasonable
Efforts.

     

    (a)           Subject
to the terms and conditions of this Agreement, prior to the Effective Time, each
Party shall use commercially reasonable efforts, and shall cooperate fully with
the other Parties, to take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary, proper or advisable under applicable
Laws and regulations to consummate the Merger and the other transactions
contemplated by this Agreement and the Proxy Statement (including the receipt of
all authorizations, approvals and permits required to be obtained from or made
with any Governmental Authority in order to consummate the transactions
contemplated by this Agreement (collectively, the “Requisite Regulatory
Approvals“), and the satisfaction, but not the waiver, of the closing
conditions set forth in Article VI), and to comply promptly with all
requirements of Governmental Authorities applicable to the transactions
contemplated by this Agreement.

     

    (b)           BBV,
BBV Sub, Migami and each Subsidiary will cooperate with each other and will take
all commercially reasonable steps, and proceed diligently and in good faith:
(i) to submit any necessary filings, amendments or revisions to any
required Governmental Authority or other third party in connection with the
transactions contemplated hereby, and (ii) to promptly submit and make
other applications, notices and submissions (or amendments to any of the
foregoing previously submitted) with any Governmental Authority or other third
party which must be filed in order for Migami to obtain all Consents which must
be obtained prior to the Effective Time in order for Migami and the Subsidiaries
to operate their respective business as currently operated and currently
intended by the Parties to be operated following the Closing, it being agreed
that Migami shall be solely responsible for the submission of all such
applications, notices and submissions.  All such filings shall be
made, if not already made, as promptly as practicable and BBV shall supply as
promptly as reasonably practicable any additional information and documentary
material that may be requested by Migami in connection with such
Consents.

     

    (c)           In
furtherance and not in limitation of the covenants of the Parties contained in
Sections 5.2(a) and (b), if any objections are asserted with respect to the
transactions contemplated hereby under any applicable Law or if any suit is
instituted (or threatened to be instituted) by any applicable Governmental
Authority or any private party challenging any of the transactions contemplated
hereby as violative of any applicable Law or which would otherwise prevent,
materially impede or materially delay the consummation of the transactions
contemplated hereby, BBV and Migami shall use their commercially reasonable
efforts to resolve any such objections or suits so as to permit consummation of
the transactions contemplated by this Agreement, including in order to resolve
such objections or suits which, in any case if not resolved, could reasonably be
expected to prevent, materially impede or materially delay the consummation of
the transactions contemplated hereby (including the Merger).

     

    
      
        
        

      

      
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    (d)           In
the event any administrative or judicial action or proceeding is instituted (or
threatened to be instituted) by a Governmental Authority or private party
challenging the Merger or any other transaction contemplated by this Agreement,
or any other agreement contemplated hereby, BBV and Migami shall cooperate in
all respects with each other and use their respective commercially reasonable
efforts to contest and resist any such action or proceeding and to have vacated,
lifted, reversed or overturned any decree, judgment, injunction or other order,
whether temporary, preliminary or permanent, that is in effect and that
prohibits, prevents or restricts consummation of the transactions contemplated
by this Agreement.

     

    (e)           Notwithstanding
anything herein to the contrary, neither BBV nor Migami shall be required to
agree to any term, condition or modification with respect to obtaining any
Consents in connection with the Merger or the consummation of the transactions
contemplated by this Agreement that would result in, or would be reasonably
likely to result in: (i) a Material Adverse Effect of either Party or (ii) BBV,
BBV Sub, Migami Sub or Migami having to cease, sell or otherwise dispose of any
assets or business (including the requirement that any such assets or business
be held separate).

     

    5.3         Public
Announcements.  BBV and Migami agree that no public release or
announcement concerning this Agreement or the Merger shall be issued by either
Party or any of their Affiliates without the prior consent of the other Party
(which consent shall not be unreasonably withheld, conditioned or delayed),
except such release or announcement as may be required by applicable Law or the
rules or regulations of any securities exchange, in which case the applicable
Party shall use commercially reasonable efforts to allow the other Party
reasonable time to comment on such release or announcement in advance of such
issuance; provided,
however, that either BBV or Migami or their Representatives may make
public statements in response to specific questions by the press, analysts,
investors or those attending industry conferences or financial analyst
conference calls, so long as any such statements are not inconsistent with
previous public releases or announcements made by BBV or Migami in compliance
with this Agreement.

     

    5.4         Public
Filings.  The Parties shall make all necessary filings with
respect to the Merger and the transactions contemplated thereby under the
Securities Act and the Exchange Act and applicable Blue Sky laws and the rules
and regulations thereunder, including filing a Report on Form 6-K by BBV
pursuant to the Exchange Act to report the execution of this
Agreement.  No filing with respect to the Merger and the transactions
contemplated thereby, and no amendment or supplement to such filings, shall be
made without the prior written approval of Migami, which approval shall not be
unreasonably withheld, delayed or conditioned.  If at any time prior
to the Effective Time, any information relating to BBV or Migami, or any of
their respective Affiliates, officers or directors, should be discovered by BBV
or Migami that should be set forth in an amendment or supplement to the Proxy
Statement, so that such documents would not include any misstatement of a
material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, the Party which discovers such information shall promptly notify
the other Party hereto and an appropriate amendment or supplement describing
such information shall be promptly filed with the SEC and, to the extent
required by law, disseminated to the stockholders and warrantholders (if
applicable) of BBV.

     

    
      
        
        

      

      
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    5.5         Reservation of
Stock.  BBV hereby agrees there shall be, or BBV shall cause to
be, reserved for issuance and delivery such number of shares of BBV Common Stock
as shall be required for issuance and delivery of the Merger
Consideration.  BBV covenants it will authorize or cause to be
authorized such number of shares of BBV Common Stock as shall be sufficient to
issue the Merger Consideration.

     

    5.6          BBV Stockholder Meeting and
Warrantholder Meeting; Proxy.  As promptly as practicable
following the execution of this Agreement (but in no event prior to BBV’s
receipt of the Final Migami Financials, which shall be included in the Proxy
Statement), BBV, acting through its Board of Directors, shall, in accordance
with applicable Law:

     

    (a)           duly
call, give notice of, convene and hold a special meeting of the stockholders of
BBV (the “BBV Stockholder Meeting“) for the
purposes of considering and taking action upon:

     

    (i)           the
approval of the Merger, including the issuance of the Merger
Consideration;

     

    (ii)          the
election of certain individuals as directors of BBV as described in the Proxy
Statement;

     

    (iii)         an
amendment to the Articles of Incorporation in order to affect: (A) a removal of
all special purpose acquisition company provisions contained therein, (B) a
change of BBV’s corporate name to a name designated by Migami and (C) such other
amendments as may be agreed upon by BBV and Migami (the “BBV Amended and Restated
Articles“ and such proposals, collectively, the “Stockholder
Matters“);

     

    (iv)         such
other proposals as are customary for transactions of this kind as to be agreed
upon prior to Closing; and

     

    (b)           duly
call, give notice of, convene and hold a special meeting of the warrantholders
of BBV (the “Warrantholder
Meeting“) for the purposes of considering certain amendments to the terms
of the Warrant Agreement dated February 13, 2008, by and between BBV and
Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement“), covering
all of the Warrants, which must be approved by a majority in interest of the
Warrants (the “Required
Warrantholder Vote“), to allow each holder of Warrants to: (i) elect to
receive $0.50 (or such other amount as may be agreed by the Parties prior to
Closing) in cash per Warrant upon the consummation of the Merger or increase the
Warrants strike price to such amount as may be agreed by the Parties prior to
Closing, in each case for all or a pro-rata portion of the outstanding Warrants
or (ii) continue to hold the Warrants on amended terms as described in the
Proxy Statement (the “Warrant
Restructure.“ Such proposal for the Warrant Restructure is referred to
herein as the “Warrantholder
Proposal“ and the Warrantholder Proposal is collectively referred to
herein with the Stockholder Matters as the “Proxy
Matters.“).  The terms of any amendment to the Warrant
Agreement to allow for the Warrant Restructure must be mutually agreeable to BBV
and Migami.  BBV shall cause its investment bankers listed on Section 3.20 of BBV
Disclosure Schedule to keep Migami regularly apprised of the status of the
negotiations with respect to the Warrant Restructure and any expected or
anticipated terms and conditions of the Warrant Restructure;

     

    
      
        
        

      

      
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    (c)           (i)
use commercially reasonable efforts to solicit the approvals required by the
stockholders and warrantholders of BBV and (ii) include in a  proxy
information statement to be prepared by BBV to solicit the votes of BBV’s
stockholders and warrantholders (such proxy information statement, the “Proxy Statement“): (A) the
recommendation of the Board of Directors of BBV that the stockholders and
warrantholders of BBV vote in favor of all Proxy Matters and (B) all other
requests or approvals necessary to consummate the transactions contemplated by
this Agreement.  Notwithstanding the foregoing, BBV may adjourn or
postpone the BBV Stockholder Meeting or Warrantholder Meeting as and to the
extent required by applicable Law.  BBV shall use its commercially
reasonable efforts to cause the Proxy Statement to be mailed to its stockholders
and warrantholders as promptly as practicable after the date hereof (it being
agreed that such Proxy Statement shall not be subject to review by the SEC as
BBV is a “foreign private issuer” as defined in the Securities
Act).  Migami shall make its directors, officers, employees and
consultants available to BBV and its counsel in connection with the drafting of
the Proxy Statement.  If, prior to the Effective Time, any event
occurs with respect to Migami, or any change occurs with respect to other
information supplied by Migami or inclusion in the Proxy Statement, Migami shall
promptly notify BBV of such event, and Migami and BBV shall cooperate in the
prompt preparation and distribution of any necessary amendment or supplement to
the Proxy Statement and, as required by Law, in disseminating the information
contained in such amendment or supplement to BBV’s stockholders and
warrantholders; and

     

    (d)           promptly
transmit any amendment or supplement to its stockholders or warrantholders, if
at any time prior to the BBV Stockholder Meeting or Warrantholder Meeting,
respectively, there shall be discovered any information that should be set forth
in an amendment or supplement to the Proxy Statement.


    
      
         


      

      
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    5.7         Directors and Officers of
BBV.

     

    (a)           Subject
to any limitation imposed under applicable Laws, the Parties shall take all
necessary actions so that the persons identified in Section 5.7 of BBV
Disclosure Schedules are elected to the positions of officers of BBV effective
immediately after the Closing.

     

    (b)           Subject
to any limitation imposed under applicable Laws, the Parties shall take all
necessary actions so that the persons identified in the Proxy Statement are
elected to the positions of directors of BBV effective immediately after the
Closing.

     

    5.8         Hart-Scott-Rodino
Filing.  If required pursuant to the Hart-Scott-Rodino Act, as
promptly as practicable after the date of this Agreement, BBV and Migami shall
each prepare and file the notifications required of them thereunder in
connection with the transactions contemplated by this Agreement and shall
promptly and in good faith respond to all information requested of them by the
Federal Trade Commission and Department of Justice in connection with such
notification and otherwise cooperate in good faith with each other and such
Governmental Authorities.  BBV and Migami shall (a) promptly inform
the other of any communication to or from the Federal Trade Commission, the
Department of Justice or any other Governmental Authority regarding the
transactions contemplated by this Agreement, (b) give the other prompt notice of
the commencement of any action, suit, litigation, arbitration, proceeding or
investigation by or before any Governmental Authority with respect to such
transactions and (c) keep the other reasonably informed as to the status of any
such action, suit, litigation, arbitration, proceeding or
investigation.  BBV and Migami shall split equally all filing fees
relating to such filing.

     

    5.9         Use and Disbursement of
Trust Account.  BBV shall use commercially reasonable efforts
to maximize the amount remaining in the Trust Account at Closing after payment
in full of any Taxes then due and owing, any amounts due pursuant to the Stock
Purchase Agreements and/or Escrow Agreement, the deferred underwriting fee owed
to Ladenburg Thalmann & Co. Inc. and Chardan Capital Markets, LLC as set
forth in Section 3.20 of BBV Disclosure Schedules, any reasonable fees and
expenses payable to BBV’s attorneys, accountants and other advisors, any amounts
paid or payable to BBV stockholders, warrantholders or unit holders for
repurchase, redemption, exchange or conversion of their BBV Common Stock or
Units or repurchase, redemption, restructure, exchange or conversion of their
Warrants (including the Warrant Redemption), and any other of BBV’s, Migami’s or
Migami Sub’s reasonable unpaid costs, fees and expenses associated with this
Agreement, the Proxy Statement and the transactions contemplated hereby and
thereby, including, without limitation any due diligence expenses
incurred.

     

    
      
        
        

      

      
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    5.10        Tax
Treatment.  The Merger is intended to be a reorganization
within the meaning of Section 368(a) of the Code, and this Agreement is intended
to be a “plan of reorganization” within the meaning of the regulations
promulgated under Section 368(a) of the Code and for the purpose of qualifying
the Merger as a Tax-free transaction for federal income Tax purposes. Each of
the Parties shall use commercially reasonable efforts to cause the Merger to
qualify as a “reorganization” under the provisions of Section 368(a) of the Code
and will not take any action inconsistent with the Merger qualifying as a
reorganization under Section 368(a) of the Code.  Migami and BBV shall
treat the Merger Consideration received in the Merger as property permitted to
be received by Section 354 of the Code without the recognition of
gain.  Each of Migami and BBV covenants and agrees to use its
commercially reasonable efforts to defend in good faith all challenges to the
treatment of the Merger as a reorganization as described in this Section 5.10,
and none of the Parties will take or cause to be taken any action which would
prevent the transactions contemplated by this Agreement from qualifying as a
reorganization under Section 368(a).  Each of Migami and BBV agree
that if such Party becomes aware of any fact or circumstance that is reasonably
likely to prevent the Merger from qualifying as a reorganization described in
Section 368(a) of the Code, it will promptly notify the other Party in
writing of such fact or circumstance.  Each of Migami and BBV will
comply with all reporting and record-keeping obligations set forth in the Code
and the Department of Treasury regulations that are consistent with the Merger
qualifying as a “reorganization” under the provisions of Section 368(a) of
the Code. Notwithstanding the foregoing or anything else to the contrary
contained in this Agreement, the Parties acknowledge and agree that no Party is
making any representation or warranty as to the qualification of the Merger as a
reorganization under Section 368 of the Code or as to the effect, if any, that
any transaction consummated prior to the Closing Date has or may have on any
such reorganization status.  The Parties acknowledge and agree that
each: (i) has had the opportunity to obtain independent legal and Tax advice
with respect to the transaction contemplated by this Agreement, and (ii) is
responsible for paying its own Taxes, including without limitation, any adverse
Tax consequences that may result if the transaction contemplated by this
Agreement is not determined to qualify as a reorganization under Section 368 of
the Code.

     

    ARTICLE
VI

     

    CONDITIONS

     

    6.1         Conditions to Each Party’s
Obligations.  The obligations of each Party to consummate the
Merger shall be subject to the satisfaction or waiver (where permissible), at or
prior to the Effective Time, of the following conditions:

     

    (a)           BBV Stockholder
Approval.

     

    (i)           The
Required BBV Vote with respect to the Stockholder Matters as set forth in the
Proxy Statement shall have been obtained in accordance with the Laws of the
Republic of the Marshall Islands, and

     

    (ii)          The
stockholders of BBV holding thirty percent (30%) or more of the shares of BBV
Common Stock sold in BBV’s initial public offering on a cumulative basis shall
not have (a) voted against the proposal to extend the Company’s existence at a
special meeting of BBV stockholders held on February 12, 2010 and exercised
their right to convert such BBV Common Stock or (b) voted against the Merger,
and in connection with such vote against in the case of either (a) or (b),
exercised their redemption rights under BBV’s Articles of Incorporation, as
amended, to convert their shares of BBV Common Stock into their pro rata portion
of the Trust Account.


    
      
         


      

      
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    (b)           Warrantholder Proposal and
Warrant Restructure.  BBV shall have received the Required
Warrantholder Vote to allow for the amendment of the Warrant Agreement to
reflect the Warrant Restructure.

     

    (c)           Antitrust
Laws.  If applicable, the required waiting period (and any
extension thereof) under any Antitrust Laws, if any, shall have expired or been
terminated.

     

    (d)           Requisite Regulatory
Approvals and Consents.  The Requisite Regulatory Approvals and
all Consents from third parties required in connection with the transactions
contemplated by this Agreement shall have been obtained or made.

     

    (e)           No Law or
Order.  No Governmental Authority shall have enacted, issued,
promulgated, enforced or entered any Law (whether temporary, preliminary or
permanent) or Order that is then in effect and has the effect of making the
Merger illegal or otherwise preventing or prohibiting consummation of the
Merger.

     

    (f)           Updating of Disclosure
Schedules.  Final versions of BBV Disclosure Schedules and
Migami Disclosure Schedules shall have been delivered by the appropriate Party
to the other Parties hereto and such schedules shall have been certified as the
final, true, correct and complete schedules of such Party.

     

    (g)           Litigation.  There
shall be no pending Action against any Party or any of its Affiliates, or any of
their respective properties or assets, or any officer, director, partner, member
or manager, in his or her capacity as such, of any Party or any of their
Affiliates not disclosed on any Disclosure Schedule hereto, with respect to the
consummation of the Merger or the transactions contemplated thereby which could
reasonably be expected to have a Material Adverse Effect.

     

    (h)           Amended and Restated
Bylaws.  BBV’s Board of Directors shall have amended and
restated the bylaws of BBV to a customary form of bylaws acceptable to
Migami.

     

    (i)           Listing on
OTCBB.  The BBV Common Stock and Warrants shall remain quoted
on the OTCBB or listed on a national exchange as of the Closing
Date.

     

    6.2           Conditions to Obligations of
BBV.  The obligations of BBV and BBV Sub to consummate the
Merger are subject to the satisfaction or waiver by BBV, at or prior to the
Effective Time, of the following additional conditions:

     

    (a)           Representations and
Warranties.  Each of the representations and warranties of
Migami and Migami Sub set forth in this Agreement that are qualified by
materiality shall be true and correct and those not so qualified shall be true
and correct in all material respects as of the date of this Agreement and as of
the Effective Time as though made as of the Effective Time (except to the extent
that any of such representations and warranties expressly speaks only as of an
earlier date).

     

    (b)           Agreements and
Covenants.  Migami and Migami Sub shall have performed, in all
material respects, all of its obligations and complied with, in all material
respects, all of its agreements and covenants to be performed or complied with
by it under this Agreement at or prior to the Effective Time.

     

    
      
        
        

      

      
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    (c)           Officer
Certificate.  Migami shall have delivered to BBV a certificate,
dated the Closing Date, signed by the chief executive officer or chief financial
officer of Migami, certifying in such capacity as to the satisfaction of the
conditions specified in Sections 6.2(a), (b) and (e).

     

    (d)           Secretary’s
Certificate.  Migami shall have delivered to BBV a true copy of
the resolutions of the Board of Directors of Migami authorizing the execution of
this Agreement and the consummation of the Merger and transactions contemplated
herein, certified by the Secretary of Migami or similar officer.

     

    (e)           Material Adverse
Effect.  No Material Adverse Effect shall have occurred with
respect to Migami’s or its Subsidiaries’ business since the date of this
Agreement.

     

    (f)           Legal
Opinion.  BBV shall have received an opinion of Migami’s
counsel, Ellenoff Grossman & Schole LLP, in form and substance to be agreed
upon by the Parties and their respective counsel, addressed to BBV, and dated as
of the Closing Date.

     

    (g)           Fairness
Opinion.  BBV shall have received a fairness opinion from Caris
& Company, Inc. in a form reasonably acceptable to BBV, stating the Merger
Consideration to be paid by BBV is fair, from a financial point of view, to the
stockholders of Migami.

     

    6.3           Conditions to Obligations of
Migami.  The obligations of Migami and Migami Sub to consummate
the Merger are subject to the satisfaction or waiver by Migami, at or prior to
the Effective Time, of the following additional conditions:

     

    (a)           Representations and
Warranties.  Each of the representations and warranties of BBV
and BBV Sub set forth in this Agreement that are qualified by materiality shall
be true and correct and those not so qualified shall be true and correct in all
material respects as of the date of this Agreement and as of the Effective Time
as though made as of the Effective Time (except to the extent that any of such
representations and warranties expressly speaks only as of an earlier
date).

     

    (b)           Agreements and
Covenants.  Each of BBV and BBV Sub shall have performed, in
all material respects, their respective obligations and complied with, in all
material respects, their respective agreements and covenants to be performed or
complied with by it under this Agreement at or prior to the Effective Time,
including, without limitation, the resignation from the Board of Directors of
BBV of those persons currently on the Board of Directors of BBV who are not
named as directors following the Effective Time in the Proxy
Statement.

     

    (c)           Officer
Certificate.  BBV shall have delivered to Migami a certificate,
dated the Closing Date, signed by the chief executive officer or chief financial
officer of BBV, certifying in such capacity as to the satisfaction of the
conditions specified in Sections 6.3(a), (b) and (e).

     

    
      
        
        

      

      
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    (d)           Secretary’s
Certificate.  BBV shall have delivered to Migami a true copy of
the resolutions of the Board of Directors of BBV authorizing the execution of
this Agreement and the consummation of the Merger and transactions contemplated
herein, certified by the Secretary of BBV or similar officer.

     

    (e)           Material Adverse
Effect.  No Material Adverse Effect shall have occurred with
respect to BBV’s business since the date of this Agreement.

     

    (f)           Legal
Opinion.  Migami shall have received opinions of BBV’s and BBV
Subs’ counsel, Loeb & Loeb LLP, in form and substance to be agreed upon by
the Parties and their respective counsel, addressed to Migami, and dated as of
the Closing Date.

     

    (g)           Intentionally
Omitted.

     

    (h)           Termination of BBV Affiliate
Transactions.  Except as set forth on Section 6.3(h) of BBV
Disclosure Schedules, BBV shall have terminated all contracts and arrangements
related to BBV Affiliate Transactions.

     

    (i)           Resignation of BBV Officers
and Directors.  Except for those executive officers and
directors continuing in their capacities after the Effective Time as set forth
in the Proxy Statement, each executive officer and director of BBV shall have
tendered his or her resignation effective as of the Effective Time.

     

    (j)           No Change in BBV
Capitalization.  Except for: (i) any change in the outstanding
number of Warrants resulting from the Warrant Restructure, if any, (ii) any
change in the outstanding number of shares of BBV Common Stock or Warrants
resulting from any repurchase, redemption, restructure, exchange or conversion
of BBV Common Stock and/or Warrants by BBV as contemplated herein and in the
Proxy Statement, (iii) any issuances of BBV Common Stock pursuant to the Stock
Purchase Agreements and/or Escrow Agreement, (iv) any issuances of BBV Common
Stock to Bulldog Investors pursuant to that certain Purchase Agreement by and
between Bulldog Investors, Centurion Credit Funding LLC and Migami dated
February 9, 2010, and (v) the transaction contemplated hereby, by the buyout or
otherwise disclosed in the Proxy Statement, there shall have been no change in
the number of authorized, issued and outstanding BBV Common Stock, Warrants and
Units from the date of this Agreement until Closing.

     

    (k)           BBV
Financials.  BBV shall have filed with the SEC all financial
statements that are required pursuant to Regulation S-X and the General Rules
and Regulations of the Exchange Act.

     

    (l)           Amendment to Registration
Rights Agreement.  The Registration Rights Agreement, dated
February 13, 2008 by and between BBV and the other parties thereto (the “Registration Rights
Agreement”) shall have been amended to: (i) add Vision Fair Ltd., as the
holder of 1,873,684 founder warrants purchased in a private placement at the
time of BBV’s initial public offering (as described in the Prospectus) and
293,750 shares of BBV Common Stock and (ii) provide that Vision Fair Ltd. will
have one (1) demand and unlimited “piggy-back” registrations with respect to the
registrable securities covered by the Registration Rights
Agreement.

     

    
      
        
        

      

      
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    6.4           Frustration of
Conditions.  Notwithstanding anything contained herein to the
contrary, neither BBV nor Migami may rely on the failure of any condition set
forth in this Article VI to be satisfied if such failure was caused by the
action or inaction of such Party or its Affiliates.

     

    ARTICLE VII

     

    TERMINATION
AND ABANDONMENT

     

    7.1           Termination.  This
Agreement may be terminated and the Merger and the other transactions
contemplated hereby may be abandoned at any time prior to the Effective Time,
notwithstanding any approval of the matters presented in connection with the
Merger by the stockholders of BBV and the stockholders of Migami, as
follows:

     

    (a)           by
mutual written consent of Migami and BBV, as duly authorized by the Board of
Directors of BBV and the Board of Directors of Migami;

     

    (b)           by
written notice by either BBV or Migami if the Closing conditions set forth in
Section 6.1 have not been satisfied by Migami or BBV, as the case may be (or
waived by BBV or Migami as the case may be) by April 19,
2010.  Notwithstanding the foregoing, the right to terminate this
Agreement under this Section 7.1(b) shall not be available to any Party whose
action or inaction is the primary cause of, or resulted in, any such condition
set forth in Section 6.1 to fail to be fulfilled;

     

    (c)           by
written notice by either BBV or Migami, if any Governmental Authority shall have
enacted, issued, promulgated, enforced or entered any Order or Law that is, in
each case, then in effect and is final and non-appealable and has the effect of
permanently restraining, enjoining or otherwise preventing or prohibiting the
transactions contemplated by this Agreement (including the Merger); provided, however, the right
to terminate this Agreement under this Section 7.1(c) shall not be available to
any Party whose failure to fulfill any obligation under this Agreement has been
the primary cause of, or resulted in, any such Order or Law to have been
enacted, issued, promulgated, enforced or entered;

     

    (d)           by
written notice by BBV, if: (i) (A) subject to updating of the Migami Disclosure
Schedules as provided for herein, there has been a breach by Migami or Migami
Sub of any of its material representations, warranties, covenants or agreements
contained in this Agreement, or (B) if Centurion Credit Funding LLC exercises
its right, upon breach by Migami of its payment obligations under the Stock
Purchase Agreements, to cause BBV to repurchase the shares of BBV Common Stock
owned by Centurion Credit Funding LLC, and (ii) the breach or inaccuracy is
incapable of being cured prior to the Closing or is not cured within ten (10)
days of notice of such breach or inaccuracy;

     

    (e)           by
written notice by Migami, if: (i) there has been a breach by BBV or BBV Sub of
any of its material representations, warranties, covenants or agreements
contained in this Agreement, or if any material representation or warranty of
BBV or BBV Sub shall have become untrue or inaccurate, and (ii) the breach or
inaccuracy is incapable of being cured prior to the Closing or is not cured
within ten (10) days of notice of such breach or inaccuracy;

     

    
      
        
        

      

      
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    (f)           by
written notice by BBV if the Closing conditions set forth in Section 6.2, other
than Sections 6.2(a) and 6.2(b) (which are addressed by Section 7.1(d)), have
not been satisfied by Migami (or waived by BBV) by February 8, 2011.
Notwithstanding the foregoing, the right to terminate this Agreement under this
Section 7.1(f) shall not be available to BBV if BBV is in material breach of any
representation, warranty or covenant contained in this Agreement, and such
breach has primarily caused the Closing conditions set forth in Section 6.2 to
not be satisfied; or

     

    (g)           by
written notice by Migami if the Closing conditions set forth in Section 6.3,
other than Sections 6.3(a) and 6.3(b) (which are addressed by Section 7.1(e)),
have not been satisfied by BBV (or waived by Migami) by April 19,
2010.  Notwithstanding the foregoing, the right to terminate this
Agreement under this Section 7.1(g) shall not be available to Migami if Migami
is in material breach of any representation, warranty or covenant contained in
this Agreement, and such breach has primarily caused the Closing conditions set
forth in Section 6.3 to not be satisfied.

     

    (h)           by
written notice by BBV if there has been a Material (as defined below) change in
the Final Migami Disclosure Schedules from the Initial Migami Disclosure
Schedules.

     

    (i)           by
written notice by BBV if there has been a Material (as defined below) change in
the Final Migami Financials from the Initial Migami Financials.

     

    For
purposes of BBV being able to exercise its termination rights under Sections
7.1(h) and (i) of this Agreement, the term “Material”) shall specifically
mean the disclosure of any occurrence, state of facts, change, event, effect or
circumstance that, individually or in the aggregate, has, or would reasonably be
expected to have, a material adverse effect on the assets, liabilities,
business, results of operations or financial condition of Migami and its
Subsidiaries, taken as a whole.

     

    7.2           Effect of
Termination.  In the event of the termination of this Agreement
pursuant to Section 7.1, this Agreement shall forthwith become void, and there
shall be no liability on the part of any Party or any of their respective
Affiliates or the directors, officers, partners, members, managers, employees,
agents or other representatives of any of them, and all rights and obligations
of each Party shall cease, except: (i) as set forth in Section 4.2(c), this
Section 7.2 and in Section 7.3 and (ii) nothing herein shall relieve any Party
from liability for any gross negligence, willful misconduct or fraud prior to
termination.  Without limiting the foregoing, the Parties’ sole right
with respect to any breach of any representation, warranty, covenant or other
agreement contained in this Agreement by another Party or with respect to the
transactions contemplated by this Agreement shall be the right, if applicable,
to terminate this Agreement pursuant to Section 7.1.  This Section 7.2
and Section 7.3 shall survive the termination of this
Agreement.  

     

    
      
        
        

      

      
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    7.3           Fees and
Expenses.  Except as otherwise set forth in this Agreement, all
Expenses (as defined herein) incurred in connection with this Agreement and the
transactions contemplated hereby, if accrued prior to January 1, 2010 shall be
paid by the Party incurring such Expenses, whether or not the Merger or any
other related transaction is consummated. All Expenses incurred in connection
with this Agreement and the transactions contemplated hereby incurred on or
after January 1, 2010 shall be paid by Migami, whether or not the Merger or any
other related transaction is consummated. Upon the Closing, Migami shall pay for
any unpaid Expenses incurred by Migami, Migami Sub, BBV and BBV Sub accrued
after January 1, 2010 in connection with the Merger. Migami shall promptly pay
its Expense obligations under this Section 7.3 either by advancing them directly
to the relevant payment obligees or by paying such Expenses on an ongoing basis.
If the Merger does not close, Migami will pay all Expenses within 15 business
days of the termination of this Agreement.  Each Party shall, upon the
request of the other Party, disclose the costs that such Party has incurred or
anticipates to incur with respect to the Merger and the transactions
contemplated herein.  As used in this Agreement, “Expenses” means all
reasonable out-of-pocket expenses (including all reasonable fees and expenses of
counsel, accountants, investment bankers, financing sources, experts and
consultants to a Party and its Affiliates) incurred by a Party or on its behalf
in connection with or related to the authorization, preparation, negotiation,
execution or performance of this Agreement, the preparation, printing, filing or
mailing of the Proxy Statement, the solicitation of the Required BBV Vote and
all other matters related to the consummation of the Merger, including, for
avoidance of doubt, payments to Centurion Credit Funding LLC, Whitestar LLC,
Victory Park Credit Opportunities Master Fund, Ltd. (c/o Victory Park Capital
Advisors, LLC) and  Victory Park Special Situations Master Fund, Ltd.
(c/o Victory Park Capital Advisors, LLC) on a pro rata basis for the payment or
repayment of all costs, fees, expenses, indemnities, principal, interest, and
all other sums of any nature whatsoever owed by John Park, Migami or the Company
pursuant to that certain Stock Purchase Agreements made as of the 8th day of
February, 2010 among the Company, Migami and Centurion Credit Funding LLC,
Whitestar LLC, Victory Park Credit Opportunities Master Fund, Ltd.
and  Victory Park Special Situations Master Fund,
Ltd.

     

    7.4           Amendment.  This
Agreement may be amended by the Parties hereto by action taken by or on behalf
of their respective Boards of Directors at any time prior to the Effective
Time.  This Agreement may only be amended pursuant to a written
agreement signed by all of the Parties hereto.

     

    7.5           Waiver.  At
any time prior to the Effective Time, subject to applicable Law, any Party
hereto may in its sole discretion: (a) extend the time for the performance of
any obligation or other act of any other Party hereto, (b) waive any inaccuracy
in the representations and warranties by such other Party contained herein or in
any document delivered pursuant hereto and (c) waive compliance by such other
Party with any agreement or condition contained herein.  Any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed by the Party or Parties to be bound thereby.  Notwithstanding
the foregoing, no failure or delay by the Parties in exercising any right
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise of any other right
hereunder.

     

    
      
        
        

      

      
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      ARTICLE VIII

    

     

    TRUST
FUND WAIVER

     

    8.1           Trust Account
Waiver.  Reference is made to the final prospectus of BBV,
dated February 8, 2008 (the “Prospectus“).  Migami
understands that, except for a portion of the interest earned on the amounts
held in the Trust Account, BBV may disburse monies from the Trust Account only:
(a) to its public stockholders in the event of the redemption of their shares or
the dissolution and liquidation of BBV, (b) to BBV and the underwriters listed
in the Prospectus (with respect to such underwriters’ deferred underwriting
compensation only) after BBV consummates a business combination (as described in
the Prospectus) or (c) as consideration to the sellers of a target business with
which BBV completes a business combination.  Migami and Migami Sub
agree that each of Migami and Migami Sub does not now have, and shall not at any
time prior to the Closing have, any claim to, or make any claim against, the
Trust Account or any asset contained therein, regardless of whether such claim
arises as a result of, in connection with or relating in any way to, the
business relationship between Migami and Migami Sub, on the one hand, and BBV
and/or BBV Sub, on the other hand, this Agreement, or any other agreement or any
other matter, and regardless of whether such claim arises based on contract,
tort, equity or any other theory of legal liability.  Migami and
Migami Sub each hereby irrevocably waives any and all claims it may have, now or
in the future (in each case, however, prior to the consummation of a business
combination), and will not seek recourse against, the Trust Account for any
reason whatsoever in respect thereof.  To the extent Migami (or Migami
Sub) commences any action or proceeding based upon, in connection with, relating
to or arising out of any matter relating to BBV or BBV Sub, which proceeding
seeks, in whole or in part, monetary relief against BBV or BBV Sub, Migami and
Migami Sub each hereby acknowledges and agrees its sole remedy shall be against
funds held outside of the Trust Account and that such claim shall not permit
Migami, or Migami Sub, (or any party claiming on Migami’s or Migami Sub’s behalf
or in lieu of Migami or Migami Sub) to have any claim against the Trust Account
or any amounts contained therein.  This Section 8.1 shall not limit
any covenant or agreement of the Parties that by its terms contemplates
performance after the Effective Time.

     

    ARTICLE
IX

     

    MISCELLANEOUS

     

    9.1           Survival.  Any
covenant that by its terms contemplates performance after the Effective Time
shall survive beyond the Closing Date, and the representations and warranties
contained herein shall survive for a period of one year from the Closing
Date.

     

    9.2           Notices.  All
notices, consents, waivers and other communications hereunder shall be in
writing and shall be deemed to have been duly given when delivered in person, by
facsimile, receipt confirmed, or on the next Business Day (as defined herein)
when sent by reliable overnight courier to the respective Parties at the
following addresses (or at such other address for a Party as shall be specified
by like notice):

     

    (i)           
if to Migami or Migami Sub, to:

     

    Migami, Inc.

    6320
Canoga Ave., Suite 1430

    Woodland
Hills, California 91367

    Attention:  John
Park

    Facsimile:
(818) 346-6307

    


    with a
copy to (but which shall not constitute notice to Migami):

     

    
      
        
        

      

      
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    Ellenoff Grossman & Schole
LLP

    150 East 42nd
Street

    New York, New York 10017

    Attention:  Barry I.
Grossman, Esq.

    Facsimile: (212) 370-7889

    


    (ii) 
        if to BBV or BBV Sub,
to:

     

    BBV
VIETNAM S.E.A. ACQUISITION CORP.

    61 Hue
Lane, Hai Ba Trung District

    Hanoi,
Vietnam

    Attention:
Eric M. Zachs or Nguyen Thi Quynh Anh

    Fax
Number: 84-497-64118

    


    with a
copy to (but which shall not constitute notice to BBV or BBV Sub):

     

    Loeb & Loeb LLP

    345 Park
Avenue

    New York,
NY 10154

    Attention:  Mitchell
Nussbaum, Esq.

    Facsimile: (212) 407-4990

    


    9.3          Binding Effect;
Assignment.  This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the Parties hereto and their
respective successors and permitted assigns.  This Agreement shall not
be assigned by operation of Law or otherwise without the prior written consent
of the other Parties, and any assignment without such consent shall be null and
void.

     

    9.4          Governing Law;
Jurisdiction.  This Agreement shall be governed by, construed
and enforced in accordance with the Laws of the State of Delaware without regard
to the conflict of laws principles thereof.  All Actions arising out
of or relating to this Agreement shall be heard and determined exclusively in
the Supreme Court of the State of New York, New York County, or in the United
States District Court for the Southern District of New York.  The
Parties hereby: (a) submit to the exclusive jurisdiction of the Supreme Court of
the State of New York, New York County, or in the United States District Court
for the Southern District of New York for the purpose of any Action arising out
of or relating to this Agreement brought by any Party and (b) irrevocably
waive, and agree not to assert by way of motion, defense or otherwise, in any
such Action, any claim that it is not subject personally to the jurisdiction of
the above-named courts, that its property is exempt or immune from attachment or
execution, that the Action is brought in an inconvenient forum, that the venue
of the Action is improper, or that this Agreement or the transactions
contemplated hereby may not be enforced in or by any of the above-named
courts.  Each of the Parties agrees that a final judgment in any
action or proceeding with respect to which all appeals have been taken or
waived, shall be conclusive and may be enforced in any other jurisdiction by
suit on the judgment or in any other manner provided by Law.  Each of
the Parties irrevocably consents to the service of the summons and complaint and
any other process in any other action or proceeding relating to the transactions
contemplated by this Agreement, on behalf of itself or its property, by personal
delivery of copies of such process to such Party.  Nothing in this
Section 9.4 shall affect the right of any Party to serve legal process in any
other manner permitted by Law.

     

    
      
        
        

      

      
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    9.5           Waiver of Jury
Trial.  Each of the Parties hereby waives to the fullest extent
permitted by applicable Law any right it may have to a trial by jury with
respect to any Action directly or indirectly arising out of, under or in
connection with this Agreement or the transactions contemplated
hereby.  Each of the Parties: (a) certifies that no representative,
agent or attorney of any other Party has represented, expressly or otherwise,
that such other Party would not, in the event of any Action, seek to enforce the
foregoing waiver and (b) acknowledges that it and the other Parties have been
induced to enter into this Agreement by, among other things, the mutual waivers
and certifications in this Section 9.5.

     

    9.6           Counterparts.  This
Agreement may be executed and delivered (including by facsimile or electronic
transmission) in one (1) or more counterparts, and by the different Parties
hereto in separate counterparts, each of which when executed shall be deemed to
be an original but all of which taken together shall constitute one and the same
agreement.

     

    9.7           Interpretation.  The
article and section headings contained in this Agreement are solely for the
purpose of reference, are not part of the agreement of the Parties and shall not
in any way affect the meaning or interpretation of this Agreement.  As
used in this Agreement: (a) the term “Person“ shall mean and include
an individual, a partnership, a joint venture, a corporation, a limited
liability company, a trust, an association, an unincorporated organization, a
Governmental Authority and any other entity, (b) unless otherwise specified
herein, the term “Affiliate,” with respect to
any Person, shall mean and include any Person or Persons, directly or
indirectly, through one (1) or more intermediaries controlling, controlled by or
under common control with such Person, (c) the term “Knowledge,” when used with
respect to the referenced Person, shall mean the actual knowledge, after
reasonable inquiry of the matters presented (with reference to what is customary
and prudent for the applicable individuals in connection with the discharge by
the applicable individuals of their duties and (d) the term “Business Day“ means any day on
which the principal offices of the SEC in Washington, D.C. are open to accept
filings, or, in the case of determining a date when any payment is due, any day
on which banks are not required or authorized to close in the City of New
York.  Whenever the words “include,” “includes”
or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without limitation.”  The words “hereof,”
“herein,” “hereby”
and “hereunder” and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement.  The
Parties have participated jointly in the negotiation and drafting of this
Agreement.  Consequently, in the event an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as if drafted
jointly by the Parties, and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any provision
of this Agreement.

     

    9.8           Entire
Agreement.  This Agreement and the agreements, documents or
instruments referred to herein, including any exhibits and schedules attached
hereto and the disclosure schedules referred to herein, which exhibits,
schedules and disclosure schedules are incorporated herein by reference, embody
the entire agreement and understanding of the Parties in respect of the subject
matter contained herein.  There are no restrictions, promises,
representations, warranties, covenants or undertakings, other than those
expressly set forth or referred to herein.  This Agreement and such
other agreements supersede all prior agreements and understandings among the
Parties with respect to such subject matter.

     

    
      
        
        

      

      
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    9.9           Severability.  In
case any provision in this Agreement shall be held invalid, illegal or
unenforceable in a jurisdiction, such provision shall be modified or deleted, as
to the jurisdiction involved, only to the extent necessary to render the same
valid, legal and enforceable, and the validity, legality and enforceability of
the remaining provisions hereof shall not in any way be affected or impaired
thereby nor shall the validity, legality or enforceability of such provision be
affected thereby in any other jurisdiction.  Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the Parties shall negotiate in good faith to modify this Agreement so
as to effect the original intent of the Parties as closely as possible in a
mutually acceptable manner in order that the Merger be consummated as originally
contemplated to the fullest extent possible.

     

    9.10         Specific
Performance.  The Parties agree that irreparable damage would
occur in the event any of the provisions of this Agreement were not performed by
any Party in accordance with their specific terms or were otherwise
breached.  Accordingly, the Parties further agree that prior to the
termination of this Agreement pursuant to Article VII, each Party shall be
entitled to seek an injunction or restraining order to prevent breaches of this
Agreement and to seek to enforce specifically the terms and provisions hereof,
this being in addition to any other right or remedy to which such Party may be
entitled under this Agreement, whether at law or in
equity.  

     

    9.11        Third
Parties.  Nothing contained in this Agreement or in any
instrument or document executed by any Party in connection with the transactions
contemplated hereby shall create any rights in, or be deemed to have been
executed for the benefit of, any Person that is not a party hereto or thereto or
a successor or permitted assign of such a Party. 

     

    9.12        Headings.  The
headings herein are inserted for convenience of reference only and are not
intended to be part of, or to affect the meaning or interpretation of, this
Agreement.


     

    [Signature
Page Follows]

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

        EXECUTION
COPY

      

    


    IN WITNESS WHEREOF, the
Parties hereto have caused this Merger Agreement and Plan of Reorganization to
be signed and delivered by their respective duly authorized officers as of the
date first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  BBV
      VIETNAM S.E.A. ACQUISITION
CORPORATION

                                
	 
      	 
      	 
      
	 
      	
                                  By:

                                	
                                  /s/ Eric Zachs

                                
	 
      	 
      	
                                  Name:
      Eric Zachs

                                
	 
      	 
      	
                                  Title:   President

                                
	 
      	 
      	 
      
	 
      	
                                  BBV
      SUB, INC.

                                
	 
      	 
      	 
      
	 
      	
                                  By:

                                	
                                  /s/ Eric Zachs

                                
	 
      	 
      	
                                  Name:
      Eric Zachs

                                
	 
      	 
      	
                                  Title:   President

                                
	 
      	 
      	 
      
	 
      	
                                  MIGAMI,
      INC.

                                
	 
      	 
      	 
      
	 
      	
                                  By:

                                	
                                  /s/ John Park

                                
	 
      	 
      	
                                  Name:
      John Park

                                
	 
      	 
      	
                                  Title:   Chief
      Executive Officer

                                
	 
      	 
      	 
      
	 
      	
                                  PHARMANITE,
      INC.

                                
	 
      	 
      	 
      
	 
      	
                                  By:

                                	
                                  /s/ John Park

                                
	 
      	 
      	
                                  Name:
      John Park

                                
	 
      	 
      	
                                  Title:   Chief
      Executive
Officer

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    [SIGNATURE
PAGE TO MERGER AGREEMENT AND PLAN OF
REORGANIZATION]