Unassociated Document


    Exhibit
      10.7

    


    FORM
      OF REGISTRATION RIGHTS AGREEMENT 

    


    REGISTRATION
      RIGHTS AGREEMENT (this “Agreement”)
      is
      entered into as of the [∙] day of [∙], 2008, by and among BBV Vietnam S.E.A.
      Acquisition Corp., a Marshall Islands corporation (the “Company”)
      and
      the persons listed on Schedule
      A
      hereto
      (each, an “Investor”).
      

    


    WHEREAS,
      certain initial shareholders beneficially own 1,293,750 shares (the
“Initial
      Shareholders’ Shares”)
      (which
      includes 168,750 shares subject to forfeiture to the extent the underwriters’
over-allotment option is not exercised) of the Company’s common stock, par value
      $0.0001 per share (the “Common
      Stock”),
      and
      certain founders (as defined below; and together with the Initial Shareholders,
      the “Investors”)
      have
      purchases pursuant to the terms of that certain Founder Warrant Purchase
      Agreement, dated the date hereof, by and among the Company and the Founders,
      1,017,857 founders’ warrants, each to purchase one share of Common Stock (the
“Founders’
      Warrants”
and
      together with the Initial Shareholders’ Shares and the shares of Common Stock
      issuable upon exercise of the Founders’ Warrants, the “Investors’
      Securities”);
      

    


    WHEREAS,
      the Investors may, in certain circumstances and subject to certain transfer
      and
      other restrictions transfer (or cause to be transferred) to Permitted
      Transferees (as defined below) some or all of the Investors’ Securities;
      and

    


    WHEREAS,
      the Investor and the Company desire to enter into this Agreement to provide
      the
      Investors with certain rights relating to the registration of the Investors’
Securities, and to provide for any Permitted Transferees who receive Investors’
Securities from time to time with the ability to accede to this
      Agreement.

    


    NOW,
      THEREFORE, in consideration of the foregoing and the mutual promises, covenants
      and agreements of the parties hereto, and for other good and valuable
      consideration the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows: 

    


    ARTICLE
      1

    DEFINITIONS 

     

    Section
      1.01. Defined
      Terms. As
      used
      in this Agreement, the following terms shall have the following
      meanings: 

    


    “Adverse
      Disclosure”
means
      public disclosure of material non-public information, which disclosure, in
      the
      good faith judgment of the chief executive officer or principal financial
      officer of the Company after consultation with counsel to the Company, (i)
      would
      be required to be made in any Registration Statement or prospectus in order
      for
      the applicable Registration Statement or prospectus not to contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make
      the statements therein (in the case of any prospectus and any preliminary
      prospectus, in light of the circumstances under which they were made) not
      misleading, (ii) would not be required to be made at such time if the
      Registration Statement were not being filed and (iii) the Company has a bona
      fide business purpose for not publicly making it. 

    


    “Agreement”
has
      the
      meaning set forth in the preamble hereto. 

    


    “business
      day”
means
      any day, except a Saturday, Sunday or legal holiday on which the banking
      institutions in the City of New York are authorized or obligated by law or
      executive order to close. 


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    “Common
      Stock”
has
      the
      meaning set forth in the recitals. 

    


    “Company”
has
      the
      meaning set forth in the preamble and shall include the Company’s successors by
      merger, acquisition, reorganization or otherwise. 

    


    “Demand
      Registration”
has
      the
      meaning set forth in Section 2.01(a). 

    


    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and any successor thereto,
      and
      any rules and regulations promulgated thereunder, all as the same shall be
      in
      effect from time to time. 

    


    “FINRA”
      means
      the Financial Industry Regulatory Authority. 

    


    “Founder”
means
      the persons listed on Schedule
      A
      as
      Founders, who purchased the Founder’s Warrants.

    


    “holder”
or
      “holders”
means
      any holder or holders of Registrable Securities who is a party hereto or who
      otherwise agrees in writing to be bound by the provisions of this Agreement
      pursuant to Section 3.03. 

    


    “Incidental
      Registration”
has
      the
      meaning set forth in Section 2.02(a). 

    


    “Initial
      Business Combination”
means
      the acquisition by the Company, through a merger, stock exchange, asset
      acquisition, reorganization or similar business transactions or contractual
      arrangements, of one or more businesses or assets, as more fully described
      in
      the prospectus. 

    


    “Loss”
has
      the
      meaning set forth in Section 2.09(a).

    


    “Permitted
      Transferees”
means
      (i) an entity’s beneficiaries upon its liquidation, (ii) family members and
      trusts of permitted assignees for estate planning purposes, (iii) a person
      who
      becomes the transferee by virtue of the laws of descent and distribution upon
      death, or (v) officers, directors and employees, or their affiliates, in each
      case where the transferee agrees to the terms of the escrow agreement.


    


    “Person”
shall
      be construed as broadly as possible and shall include an individual,
      corporation, association, partnership (including a limited liability partnership
      or a limited liability limited partnership), limited liability company, estate,
      trust, joint venture, unincorporated organization or a government or any
      department, agency or political subdivision thereof. 

    


    “prospectus”
means
      the prospectus included in any Registration Statement, all amendments and
      supplements to such prospectus and all material incorporated by reference in
      such prospectus. 

    


    “Registrable
      Securities”
means
      the Initial Shareholders’ Shares, the Founders’ Warrants and the shares of
      Common Stock issuable upon exercise of the Founders’ Warrants, in each case
      after their respective Release Dates; provided, however, that any of the
      foregoing securities shall cease to be Registrable Securities to the extent
      that
      (i) a Registration Statement with respect to their sale has been declared
      effective under the Securities Act and they have been sold, transferred,
      disposed of or exchanged pursuant to such Registration Statement, (ii) they
      have
      been otherwise transferred pursuant to Rule 144 under the Securities Act (or
      any
      similar rule or regulation then in force), new certificates for them not bearing
      a legend restricting transfer under the Securities Act shall have been delivered
      by the Company and they may be publicly resold without volume or method of
      sale
      restrictions without registration under the Securities Act, or (iii) they have
      ceased to be outstanding. For purposes of this Agreement, the Initial
      Shareholders’ Shares and the shares of Common Stock issuable upon exercise of
      the Founders’ Warrants shall together constitute one “class” of Registrable
      Securities and the Founders’ Warrants shall constitute another class of
      Registrable Securities, provided that no Registrable Securities shall be part
      of
      the relevant class until the Release Date for such Registrable Securities.
      A
“percentage” (or a “majority”) of the Registrable Securities or any class
      thereof (or, where applicable, of any other securities) shall be determined
      based on the total number of such securities outstanding at the relevant time.
      


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Registration”
means
      a
      registration of the Company’s securities for sale to the public under a
      Registration Statement. 

    


    “Registration
      Statement”
means
      any registration statement (other than a registration statement on Form S-4
      or
      Form S-8) of the Company for a public offering of the Company’s securities filed
      with, or to be filed with, the SEC under the rules and regulations promulgated
      under the Securities Act, including the prospectus, amendments and supplements
      to such registration statement, including post-effective amendments, and all
      exhibits and all material incorporated by reference in such registration
      statement. 

    


    “Release
      Date”
means,
      with respect to the Initial Shareholders’ Shares, the date that is six (6)
      months after the consummation of the Initial Business Combination, and with
      respect to the Founders’ Warrants and the shares of Common Stock issuable upon
      exercise thereof, the date that is ninety (90) days after consummation of the
      Initial Business Combination. 

    


    “SEC”
means
      the Securities and Exchange Commission. 

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and any successor thereto, and any
      rules
      and regulations promulgated thereunder, all as the same shall be in effect
      from
      time to time. 

    


    “Underwritten
      Offering”
means
      a
      registration in which securities of the Company are sold to an underwriter
      or
      underwriters on a firm commitment basis for reoffering to the public.


     

    Section
      1.02. General
      Interpretive Principles.
      Whenever used in this Agreement, except as otherwise expressly provided or
      unless the context otherwise requires, any noun or pronoun shall be deemed
      to
      include the plural as well as the singular and to cover all genders. The name
      assigned to this Agreement and the section captions used herein are for
      convenience of reference only and shall not be construed to affect the meaning,
      construction or effect hereof. Unless otherwise specified, the terms “hereof,”
“herein,” “hereunder” and similar terms refer to this Agreement as a whole
      (including the exhibits, schedules and disclosure statements hereto), and
      references herein to Sections refer to Sections of this Agreement. 

    


    ARTICLE
      2

    REGISTRATION
      RIGHTS 

     

    Section
      2.01. Demand
      Registrations. 

    


    (a) Demand
      by Holders.
      

    


    (i) At
      any
      time and from time on or after the applicable Release Date, the holders of
      not
      less than a majority of any class of the Registrable Securities may make a
      written request to the Company for registration of all or part of each such
      class of Registrable Securities held by those holders. Any such requested
      registration shall be referred to as a “Demand
      Registration.”
Each
      request for a Demand Registration shall specify the class(es) and aggregate
      amount(s) of Registrable Securities to be registered and the intended methods
      of
      distribution thereof. 


    
      
        
        

      

      
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    (ii) Within
      five (5) business days following receipt of any request for a Demand
      Registration, the Company shall deliver written notice of such request to all
      other holders of Registrable Securities of the class or classes to be
      registered. Thereafter, the Company shall include in such Demand Registration
      any additional Registrable Securities of each such class which the holder or
      holders thereof have requested in writing be included in such Demand
      Registration, provided
      that all
      such requests have been received by the Company within ten (10) business days
      of
      the Company’s having sent the applicable notice to such holder or holders (each
      such holder, including the Registrable Securities in such Demand Registration,
      a
“Demanding
      Holder”).
      All
      such requests shall specify the class and aggregate amount of Registrable
      Securities to be registered and the intended method of distribution. The Company
      may include in such registration additional securities of the class or classes
      of the Registrable Securities to be registered thereunder, including securities
      to be sold for the Company’s own account or for the account of Persons who are
      not holders of Registrable Securities. 

    


    (iii) As
      promptly as practicable, and, in any event, within ninety (90) days following
      receipt of a request for a Demand Registration, the Company shall file a
      Registration Statement relating to such Demand Registration and thereafter
      the
      Company shall use its reasonable best efforts to cause such Registration
      Statement to be declared effective under the Securities Act.

    


    (b) Limitation
      on Demand Registrations.
      In no
      event shall the Company be required to effect more than two (2) Demand
      Registrations. In addition, the Company shall not be required to file a
      Registration Statement for a Demand Registration at any time during the 12-month
      period following the effective date of another Registration Statement filed
      pursuant to this Section 2.01. 

    


    (c) Demand
      Withdrawal.
      A
      majority-in-interest of the Demanding Holders may withdraw their Registrable
      Securities from a Demand Registration at any time. In such case, the Company
      shall cease all efforts to secure registration and such registration shall
      be
      deemed a Demand Registration for purposes of Section 2.01(b) unless the
      withdrawal is based on the reasonable determination of the Demanding Holders
      that there has been, since the date of such request, a material adverse change
      in the business or prospects of the Company or in general market conditions
      and
      the Demanding Holders who requested such registration shall have paid or
      reimbursed the Company for all of the reasonable out-of-pocket fees and expenses
      incurred by the Company in connection with the withdrawn registration.


    


    (d) Effective
      Registration.
      The
      Company shall be deemed to have effected a Demand Registration if the applicable
      Registration Statement is declared effective by the SEC and remains effective
      for not less than 180 days (or such shorter period as will terminate when all
      Registrable Securities covered by such Registration Statement have been sold
      or
      withdrawn) and the Company has complied with all of its obligations under this
      Agreement with respect thereto; provided,
      however,
      that
      if, after such Registration Statement has been declared effective, the offering
      of Registrable Securities pursuant to a Demand Registration is interfered with
      by any stop order or injunction of the SEC or any other governmental agency
      or
      court, the Registration Statement with respect to such Demand Registration
      will
      be deemed not to have been declared effective, unless and until, (i) such stop
      order or injunction is removed, rescinded or otherwise terminated, and (ii)
      holders of a majority of the relevant class or classes of Registrable Securities
      thereafter elect to continue the offering; provided,
      further,
      that
      the Company shall not be obligated to file a second Registration Statement
      until
      a Registration Statement that has been filed is counted as a Demand Registration
      or is terminated. 

    


    (e) Suspension
      of Registration.
      If the
      filing, initial effectiveness or continued use of a Registration Statement
      in
      respect of a Demand Registration at any time would require the Company to make
      an Adverse Disclosure or would require the inclusion in such Registration
      Statement of financial statements that are unavailable to the Company for
      reasons beyond the Company’s control, the Company may, upon giving prompt
      written notice of such action to the holders, delay the filing or initial
      effectiveness of, or suspend use of, such Registration Statement for the
      shortest possible period of time determined in good faith by the Company to
      be
      necessary for such purpose. In the event the Company exercises its rights under
      the preceding sentence, the holders agree to suspend, immediately upon their
      receipt of the notice referred to above, their use of the prospectus relating
      to
      the Demand Registration in connection with any sale or offer to sell Registrable
      Securities. The Company shall immediately notify the holders of the expiration
      of any period during which it exercised its rights under this Section 2.01(e)
      .



    
      
        
        

      

      
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    (f) Underwritten
      Offering.
      If the
      holders of not less than a majority of the Registrable Securities of any class
      that is included in any offering pursuant to a Demand Registration so elect,
      the
      offering of all of the Registrable Securities of that class shall be in the
      form
      of an Underwritten Offering and the right of any holder to include Registrable
      Securities of that class in the Demand Registration shall be conditioned upon
      such holder’s participation in the Underwritten Offering. The holders of a
      majority of the class of Registrable Securities included in such Underwritten
      Offering shall, in consultation with the Company, have the right to select
      the
      managing underwriter or underwriters for the offering, subject to the right
      of
      the Company should it so choose to select one co-managing underwriter reasonably
      acceptable to such holders. All holders proposing to distribute their
      Registrable Securities through such an underwriting shall enter into an
      underwriting agreement in customary form with the underwriter(s) selected for
      such underwriting. 

    


    (g) Reduction
      of Offering.
      If the
      managing underwriter or underwriters of a proposed Underwritten Offering of
      a
      class of Registrable Securities included in a Demand Registration, inform the
      holders of such Registrable Securities and the Company in writing that, in
      its
      or their opinion, the number of securities of such class requested to be
      included in such Demand Registration, including securities of the Company for
      its own account or for the account of other Persons who are not holders of
      Registrable Securities that the Company desires to sell and any securities
      as to
      which registration has been requested pursuant to written piggy-back
      registration rights (as described in Section 2.02 below), exceeds the maximum
      dollar amount or maximum number of securities, as applicable, that can be sold
      in such offering without being likely to have a significant adverse effect
      on
      the price, timing or distribution of the class of securities offered or the
      market for the class of securities offered (such maximum dollar amount or
      maximum number of securities, as applicable, the “Maximum
      Number of Securities”),
      then
      the
      Company shall include in such registration: 

    


    (i) First,
      Registrable Securities as to which Demand Registration has been requested by
      the
      Demanding Holders, in an amount up to but not exceeding the Maximum Number
      of
      Securities (allocated pro
      rata
      among
      the holders who have requested participation in the Demand Registration, based,
      for each such holder, on the percentage derived by dividing (x) the number
      of
      Registrable Securities of such class which such holder has requested to include
      in such Demand Registration by (y) the aggregate number of Registrable
      Securities of such class which all such holders have requested to include);
      

    


    (ii) second,
      to the extent that the Maximum Number of Securities has not been reached under
      the foregoing clause (i), securities that the Company desires to sell that
      can
      be sold without exceeding the Maximum Number of Securities; 

    


    (iii) third,
      to
      the extent that the Maximum Number of Securities has not been reached under
      the
      foregoing clauses (i) and (ii), securities for the account of other Persons
      that
      the Company is obligated to register pursuant to written contractual
      arrangements with such Persons and that can be sold without exceeding the
      Maximum Number of Securities; and 


    
      
        
        

      

      
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    (iv) fourth,
      to the extent that the Maximum Number of Securities have not been reached under
      the foregoing clauses (i), (ii), and (iii), securities that other security
      holders of the Company desire to sell that can be sold without exceeding the
      Maximum Number of Securities.

    


    To
      the
      extent that any Registrable Securities requested to be registered are excluded
      pursuant to the foregoing provisions, the holders shall have the right to one
      additional Demand Registration under this Section 2.01. 

    


    (h) Registration
      Statement Form.
      Registrations under this Section 2.01 shall be on such appropriate registration
      form of the SEC (i) as shall be selected by the Company and as shall be
      reasonably acceptable to the holders of a majority of each class of Registrable
      Securities requesting participation in the Demand Registration, and (ii) as
      shall permit the disposition of the Registrable Securities in accordance with
      the intended method or methods of disposition specified in the applicable
      holders’ requests for such registration. Notwithstanding the foregoing, if,
      pursuant to a Demand Registration, (x) the Company proposes to effect
      registration by filing a Registration Statement on Form S-3, (y) such
      registration is in connection with an Underwritten Offering, and (z) the
      managing underwriter or underwriters shall advise the Company in writing that,
      in its or their opinion, the use of another form of registration statement
      (or
      the inclusion, rather than the incorporation by reference, of information in
      the
      prospectus related to a Registration Statement on Form S-3) is of material
      importance to the success of such proposed offering, then such registration
      shall be effected on such other form (or such information shall be so included
      in such prospectus). 

     

    Section
      2.02. Incidental
      Registrations (“Piggy-Back”
      Registrations) 

    


    (a) Participation.
      

    


    (i) If
      at any
      time on or after the first Release Date, the Company proposes to file a
      Registration Statement with respect to any offering of its securities for its
      own account or for the account of any holders of its securities (or by the
      Company and by security holders of the Company, including, without limitation,
      pursuant to Section 2.01 hereof), other than (A) a registration of securities
      relating solely to an offering and sale to employees or directors of the Company
      pursuant to any employee stock plan or other employee benefit plan arrangement,
      (B) a registration on Form S-4 or S-8 or any successor form to such forms,
      (C)
      an exchange offer or offering of securities solely to the Company’s existing
      shareholders, (D) an offering of debt that is convertible into equity
      securities, (E) a dividend reinvestment plan, or (F) solely in connection with
      a
      merger, consolidation or non-capital raising bona
      fide
      business
      transaction, then, as soon as practicable (but in no event less than ten (10)
      business days prior to the proposed date of filing such Registration Statement),
      the Company shall give written notice of such proposed filing to all holders
      of
      Registrable Securities, which notice shall describe the amount and class of
      securities to be included in such offering, the intended method(s) of
      distribution, and the name of the proposed managing underwriter or underwriters,
      if any, of the offering, and such notice shall offer the holders of such
      Registrable Securities the opportunity to register such number of Registrable
      Securities as each such holder may request in writing (an “Incidental
      Registration”).
      Subject to Section 2.02(b), the Company shall include in such Registration
      Statement all such Registrable Securities requested to be included therein
      within five (5) business days after the receipt by such holder of any such
      notice, on the same terms and conditions as any similar securities of the
      Company. If at any time after giving written notice of its intention to register
      any securities and prior to the effective date of the Registration Statement
      filed in connection with such registration, the Company shall determine for
      any
      reason not to register or to delay registration of such securities, the Company
      may, at its election, give written notice of such determination to each holder
      of Registrable Securities and, (x) in the case of a determination not to
      register, shall be relieved of its obligation to register any Registrable
      Securities in connection with such registration, and (y) in the case of a
      determination to delay registering, shall be permitted to delay registering
      any
      Registrable Securities for the same period as the delay in registering such
      other securities. 


    
      
        
        

      

      
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    (ii) If
      the
      offering pursuant to an Incidental Registration is to be an Underwritten
      Offering, then each holder making a request for its Registrable Securities
      to be
      included therein must, and the Company shall use its best reasonable efforts
      to
      make such arrangements with the underwriters so that each such holder may,
      participate in such Underwritten Offering on the same terms and conditions
      as
      the Company and other Persons selling securities in such Underwritten Offering.
      If the offering pursuant to such registration is to be on any other basis,
      then
      each holder making a request for an Incidental Registration pursuant to this
      Section 2.02(a) must participate in such offering on such basis. 

    


    (iii) Each
      holder of Registrable Securities shall be permitted to withdraw all or part
      of
      such holder’s Registrable Securities from an Incidental Registration at any
      time.

    


    (b) Reduction
      of Incidental Registration.
      If the
      managing underwriter or underwriters of any proposed Underwritten Offering
      of a
      class of securities included in an Incidental Registration (or in the case
      of an
      Incidental Registration not being underwritten, the Company) informs the holders
      of Registrable Securities of any class sought to be included in such
      registration in writing that, in its or their opinion, the total amount or
      kind
      of securities which such holders and any other Persons intend to include in
      such
      offering exceeds the number which can be sold in such offering without being
      likely to have a significant adverse effect on the price, timing or distribution
      of the class or classes of the securities offered or the market for the class
      or
      classes of securities offered or the Company’s common stock, then the securities
      of each class to be included in such registration shall be allocated as follows:
      

    


    (i) if
      the
      registration is undertaken for the Company’s account: (x) first, the securities
      that the Company desires to sell that can be sold without exceeding the Maximum
      Number of Securities, and (y) second, to the extent that the Maximum Number
      of
      Securities has not been reached under the foregoing clause (x), securities,
      if
      any, including the Registrable Securities, as to which registration has been
      requested pursuant to written contractual incidental registration rights of
      security holders (including this Agreement) that can be sold without exceeding
      the Maximum Number of Securities (pro
      rata
      in
      accordance with the number of shares or other securities which each such Person
      has actually requested to be included in such registration); 

    


    (ii) if
      the
      registration is a demand registration undertaken by Persons with demand rights
      pursuant to a written contractual arrangement other than this Agreement, (w)
      first, securities for the account of the demanding Persons that can be sold
      without exceeding the Maximum Number of Securities, (x) second, to the extent
      that the Maximum Number of Securities has not been reached under the foregoing
      clause (w), securities that the Company desires to sell and that can be sold
      without exceeding the Maximum Number of Securities, (y) third, to the extent
      that the Maximum Number of Securities has not been reached under the foregoing
      clauses (w) and (x), securities (including the Registrable Securities) as to
      which registration has been requested pursuant to a written contractual
      incidental registration rights of security holders (including this Agreement)
      that can be sold without exceeding the Maximum Number of Securities
      (pro
      rata
      in
      accordance with the number of shares or other securities which each such Person
      has actually requested to be included in such registration), and (z) fourth,
      to
      the extent that the Maximum Number of Securities have not been reached under
      the
      foregoing clauses (w), (x) and (y), securities that other security holders
      desire to sell without exceeding the Maximum Number of Securities. 

     

     

    
      
         

      

      
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    Section
      2.03. Registrations
      on Form S-3. 

    


    (a) Filing.
      The
      holders of Registrable Securities may at any time and from time to time on
      or
      after the applicable Release Date, request in writing that the Company register
      the resale of any or all of such Registrable Securities on Form S-3 or a
      successor or other appropriate, similar short-form registration which may be
      available at such time (“Form
      S-3”);
      provided,
      however,
      that
      (i) the Company shall not be obligated to effect such request through an
      Underwritten Offering and (ii) the Company shall not be obligated to effect
      such
      a request if the Company has within the preceding twelve (12) months effected
      a
      registration on Form S-3. Upon receipt of such written request, the Company
      will
      promptly give written notice of the proposed registration to all other holders
      of Registrable Securities, and, as soon as practicable thereafter, effect the
      registration of all or such portion of such holder’s or holders’ Registrable
      Securities as are specified in such request, together with all or such portion
      of the Registrable Securities of any other holder or holders joining in such
      request as are specified in a written request given within fifteen (15) business
      days after receipt of such written notice from the Company; provided,
      however,
      that
      the Company shall not be obligated to effect any such registration pursuant
      to
      this Section 2.03: (i) if Form S-3 is not available for such offering; or (ii)
      if the holders of the Registrable Securities, together with the holders of
      any
      other securities of the Company entitled to inclusion in such registration,
      propose to sell Registrable Securities at an aggregate offering price to the
      public of less than $[500,000]. Registrations effected pursuant to this Section
      2.03 shall not be counted as Demand Registrations effected pursuant to Section
      2.01. 

    


    (b) Suspension
      of Registration.
      If the
      filing, initial effectiveness or continued use of Form S-3 at any time would
      require the Company to make an Adverse Disclosure or would require the inclusion
      in such Form S-3 of financial statements that are unavailable to the Company
      for
      reasons beyond the Company’s control, the Company may, upon giving prompt
      written notice of such action to the holders, delay the filing or initial
      effectiveness of, or suspend use of, the Form S-3 for the shortest period of
      time determined in good faith by the Company to be necessary for such purpose.
      In the event the Company exercises its rights under the preceding sentence,
      the
      holders agree to suspend, immediately upon their receipt of the notice referred
      to above, their use of the prospectus relating to the registration on such
      Form
      S-3 in connection with any sale or offer to sell Registrable Securities and
      agree not to disclose to any other Person the fact that the Company has
      exercised such rights or any related facts. The Company shall immediately notify
      the holders upon the expiration of any period during which it exercised its
      rights under this Section 2.03(b).

     

    Section
      2.04. Registration
      Procedures.
      

    


    (a) In
      connection with the Company’s registration obligations in this Agreement, the
      Company will, subject to the limitations set forth herein, use its reasonable
      best efforts to effect and, once effective, to keep such Registration Statement
      effective so as to permit the sale of the applicable Registrable Securities
      in
      accordance with the intended method or methods of distribution thereof as
      expeditiously as reasonably practicable, and in connection therewith the Company
      will: 

    


    (i) before
      filing a Registration Statement or prospectus, or any amendments or supplements
      thereto and in connection therewith, furnish to the underwriter or underwriters,
      if any, and to the holders of the Registrable Securities included in such
      registration, and such holders’ legal counsel, copies of all documents prepared
      to be filed, which documents will be subject to the review of such underwriters
      and such holders and their counsel and, except in the case of a registration
      under Section 2.02, will not file any Registration Statement or prospectus
      or
      amendments or supplements thereto to which a majority of such holders or the
      underwriter or underwriters, if any, shall reasonably object; 


    
      
        
        

      

      
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    (ii) prepare
      and file with the SEC such amendments or supplements to the applicable
      Registration Statement or prospectus as may be (A) reasonably requested by
      any
      participating holder (to the extent such request relates to information relating
      to such holder), (B) necessary to keep such registration effective for the
      period of time required by this Agreement, or (C) reasonably requested by the
      holders of a majority of any class of the participating Registrable Securities;
      

    


    (iii) notify
      the selling holders of Registrable Securities and the managing underwriter
      or
      underwriters, if any, and (if requested) confirm such advice in writing, as
      soon
      as reasonably practicable after notice thereof is received by the Company (A)
      when the applicable Registration Statement or any amendment thereto has been
      filed or becomes effective and when the applicable prospectus or any amendment
      or supplement thereto has been filed, (B) of any written comments by the SEC
      or
      any request by the SEC or any other federal or state governmental authority
      for
      amendments or supplements to such Registration Statement or prospectus or for
      additional information, (C) of the issuance by the SEC or any other governmental
      agency or court of any stop order suspending the effectiveness of such
      Registration Statement or any order preventing or suspending the use of any
      preliminary or final prospectus or the initiation or threat of any proceedings
      for such purposes, and (D) of the receipt by the Company of any notification
      with respect to the suspension of the qualification of the Registrable
      Securities for offering or sale in any jurisdiction or the initiation or threat
      of any proceeding for such purpose; 

    


    (iv) promptly
      notify each selling holder of Registrable Securities and the managing
      underwriter or underwriters, if any, when the Company becomes aware of the
      happening of any event as a result of which the applicable Registration
      Statement or prospectus (as then in effect) contains any untrue statement of
      a
      material fact or omits to state a material fact necessary to make the statements
      therein (in the case of the prospectus and any preliminary prospectus, in light
      of the circumstances under which they were made) not misleading or, if for
      any
      other reason it shall be necessary to amend or supplement such Registration
      Statement or prospectus in order to comply with the Securities Act and, in
      either case as promptly as reasonably practicable thereafter, prepare and file
      with the SEC an amendment or supplement to such Registration Statement or
      prospectus which will correct such statement or omission or effect such
      compliance; 

    


    (v) make
      every reasonable effort to prevent or obtain at the earliest possible moment
      the
      withdrawal of any stop order with respect to the applicable Registration
      Statement or other order suspending the use of any preliminary or final
      prospectus; 

    


    (vi) promptly
      incorporate in a prospectus supplement or post-effective amendment to the
      applicable Registration Statement such information as the managing underwriter
      or underwriters, if any, or the holders of a majority of the Registrable
      Securities of the class being sold agree should be included therein relating
      to
      the plan of distribution with respect to such Registrable Securities; and make
      all required filings of such prospectus supplement or post-effective amendment
      as soon as reasonably practicable after being notified of the matters to be
      incorporated in such prospectus supplement or post-effective amendment;


    


    (vii) furnish
      to each selling holder of Registrable Securities and each managing underwriter,
      if any, without charge, as many conformed copies as such holder or managing
      underwriter may reasonably request of the applicable Registration Statement;
      


    
      
        
        

      

      
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    (viii) deliver
      to each selling holder of Registrable Securities and each managing underwriter,
      if any, without charge, as many copies of the applicable prospectus (including
      each preliminary prospectus) as such holder or managing underwriter may
      reasonably request (its being understood that the Company consents to the use
      of
      the prospectus by each of the selling holders of Registrable Securities and
      the
      underwriter or underwriters, if any, in connection with the offering and sale
      of
      the Registrable Securities covered by the prospectus) and such other documents
      as such selling holder or managing underwriter may reasonably request in order
      to facilitate the disposition of the Registrable Securities by such holder
      or
      underwriter; 

    


    (ix) on
      or
      prior to the date on which the applicable Registration Statement is declared
      effective, use its reasonable best efforts to register or qualify such
      Registrable Securities for offer and sale under the securities or “Blue Sky”
laws of each state and other jurisdiction of the United States, as any such
      selling holder or underwriter, if any, or their respective counsel reasonably
      requests in writing, and do any and all other acts or things reasonably
      necessary or advisable to keep such registration or qualification in effect
      so
      as to permit the commencement and continuance of sales and dealings in such
      jurisdictions for as long as may be necessary to complete the distribution
      of
      the Registrable Securities covered by the Registration Statement; provided,
      however,
      that
      the Company will not be required to qualify generally to do business in any
      jurisdiction where it is not then so qualified or to take any action which
      would
      subject it to taxation or general service of process in any such jurisdiction
      where it is not then so subject; 

    


    (x) cooperate
      with the selling holders of Registrable Securities and the managing underwriter,
      underwriters or agent, if any, to facilitate the timely preparation and delivery
      of certificates representing Registrable Securities to be sold and not bearing
      any restrictive legends; 

    


    (xi) not
      later
      than the effective date of the applicable Registration Statement, provide a
      CUSIP number for all Registrable Securities and provide the applicable transfer
      agent with printed certificates for the Registrable Securities which
      certificates shall be in a form eligible for deposit with The Depository Trust
      Company; 

    


    (xii) obtain
      for delivery to the holders of each class of Registrable Securities being
      registered and to the underwriter or underwriters, if any, an opinion or
      opinions from counsel for the Company dated the effective date of the
      Registration Statement or, in the event of an Underwritten Offering, the date
      of
      the closing under the underwriting agreement, in customary form, scope and
      substance, at a minimum to the effect that the Registration Statement has been
      declared effective and that no stop order is in effect, which counsel and
      opinions shall be reasonably satisfactory to a majority of the holders of each
      such class and underwriter or underwriters, if any, and their respective
      counsel; 

    


    (xiii) in
      the
      case of an Underwritten Offering, obtain for delivery to the Company and the
      underwriter or underwriters, if any, with copies to the holders of Registrable
      Securities included in such registration, such cold comfort letter(s) from
      the
      Company’s independent registered public accounting firm in customary form and
      covering such matters of the type customarily covered by cold comfort letters
      as
      the managing underwriter or underwriters reasonably request; 

    


    (xiv) cooperate
      with each seller of Registrable Securities and each underwriter or agent, if
      any, participating in the disposition of such Registrable Securities and their
      respective counsel in connection with any filings required to be made with
      the
      FINRA; 


    
      
        
        

      

      
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    (xv) use
      its
      reasonable efforts to comply with all applicable rules and regulations of the
      SEC and make generally available to its security holders, as soon as reasonably
      practicable (but not more than 15 months) after the effective date of the
      applicable Registration Statement, an earnings statement satisfying the
      provisions of Section 11(a) of the Securities Act and the rules and regulations
      promulgated thereunder; 

    


    (xvi) provide
      and cause to be maintained a transfer agent and registrar for all Registrable
      Securities covered by the applicable Registration Statement from and after
      a
      date not later than the effective date of such Registration Statement;


    


    (xvii) cause
      all
      Registrable Securities of a class covered by the applicable Registration
      Statement to be listed on each securities exchange on which any of the Company’s
      securities of such class are then listed or quoted and on each inter-dealer
      quotation system on which any of the Company’s securities of such class are then
      quoted; 

    


    (xviii) make
      available upon reasonable notice at reasonable times and for reasonable periods
      for inspection by a representative appointed by the holders of a majority of
      the
      Registrable Securities of each class covered by the applicable Registration
      Statement, by any managing underwriter or underwriters participating in any
      disposition to be effected pursuant to such Registration Statement and by any
      attorney, accountant or other agent retained by such sellers or any such
      managing underwriter, all pertinent financial and other records, pertinent
      corporate documents and properties of the Company, and cause all of the
      Company’s officers, directors and employees and the independent public
      accountants who have certified its financial statements to make themselves
      available to discuss the business of the Company and to supply all information
      reasonably requested by any such seller, underwriter, attorney, accountant
      or
      agent in connection with such Registration Statement as shall be necessary
      to
      enable them to exercise their due diligence responsibility (subject to the
      entry
      by each party referred to in this clause (xviii) into customary confidentiality
      agreements in a form reasonably acceptable to the Company); and 

    


    (xix) in
      the
      case of an Underwritten Offering, cause senior executive officers of the Company
      to participate in customary “road show” presentations that may be reasonably
      requested by the managing underwriter in any such Underwritten Offering and
      otherwise to facilitate, cooperate with, and participate in each proposed
      offering contemplated herein and customary selling efforts related thereto.
      

    


    (b) The
      Company may require each selling holder of Registrable Securities as to which
      any registration is being effected to furnish to the Company such information
      regarding the distribution of such Securities and such other information
      relating to such holder and its ownership of the applicable Registrable
      Securities as the Company may from time to time reasonably request. Each holder
      of Registrable Securities agrees to furnish such information to the Company
      and
      to cooperate with the Company as necessary to enable the Company to comply
      with
      the provisions of this Agreement. The Company shall have the right to exclude
      any holder that does not comply with the preceding sentence from the applicable
      registration. 

    
      
        
        

      

      
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    Section
      2.05. Underwritten
      Offerings.

    


    (a) Underwriting
      Agreements.
      If
      requested by the underwriters for any Underwritten Offering requested by holders
      pursuant to Section 2.01 or Section 2.03, the Company and the holders of
      Registrable Securities to be included therein shall enter into an underwriting
      agreement with such underwriters, such agreement to be reasonably satisfactory
      in substance and form to the Company, the holders of a majority of each class
      of
      the Registrable Securities to be included in such Underwritten Offering and
      the
      underwriters, and to contain such terms and conditions as are generally
      prevailing in agreements of that type, including, without limitation,
      indemnities no less favorable to the recipient thereof than those provided
      in
      Section 2.09. The holders of any Registrable Securities to be included in any
      Underwritten Offering pursuant to Section 2.02 shall enter into such an
      underwriting agreement at the request of the Company. All of the representations
      and warranties and the other agreements by and on the part of the Company to
      and
      for the benefit of the underwriters included in any such underwriting agreement
      shall also be made to and for the benefit of such holders, and any or all of
      the
      conditions precedent to the obligations of the underwriters under such
      underwriting agreement shall be conditions precedent to the obligations of
      such
      holders. No holder shall be required in any such underwriting agreement to
      make
      any representations or warranties to or agreements with the Company or the
      underwriters other than representations, warranties or agreements regarding
      such
      holder, such holder’s Registrable Securities, such holder’s intended method of
      distribution and any other representations required by law. 

    


    (b) Price
      and Underwriting Discounts.
      In the
      case of an Underwritten Offering requested by holders pursuant to Section 2.02
      or Section 2.03, the price, underwriting discount and other financial terms
      of
      the related underwriting agreement for each class of Registrable Securities
      shall be determined by the holders of a majority of such class of Registrable
      Securities. In the case of any Underwritten Offering pursuant to Section 2.02,
      such price, discount and other terms shall be determined by the Company, subject
      to the right of the holders to withdraw their request to participate in the
      registration pursuant to Section 2.02(a)(iii) after being advised of such price,
      discount and other terms. 

    


    (c) Participation
      in Underwritten Offerings.
      No
      Person may participate in an Underwritten Offering unless such Person (i) agrees
      to sell such Person’s securities on the basis provided in the underwriting
      arrangements approved by the Persons entitled to approve such arrangements
      and
      (ii) completes and executes all questionnaires, powers of attorney, indemnities,
      underwriting agreements and other documents required under the terms of such
      underwriting arrangements. 

     

    Section
      2.06. No
      Inconsistent Agreements; Additional Rights.

    


     The
      Company will not enter into, and is not currently a party to, any agreement
      that
      is inconsistent with the rights granted to the holders of Registrable Securities
      by this Agreement. 

     

    Section
      2.07. Obligation
      to Suspend Distribution.

    


    (a) Each
      holder of Registrable Securities agrees by acquisition of such Registrable
      Securities that, upon receipt of any notice from the Company of the happening
      of
      any events of the kind described in Sections 2.04(a)(iii)(C), 2.04(a)(iii)(D)(in
      any applicable state) or 2.04(a)(iv), such holder will discontinue disposition
      of its Registrable Securities pursuant to the Registration Statement, in the
      case of Section 2.04(a)(iv), until the holder receives copies of the
      supplemented or amended prospectus contemplated by Section 2.04(a)(iv), or
      in
      any case until the holder is advised in writing by the Company that the use
      of
      the prospectus may be resumed, and receives copies of any additional or
      supplemental filings that are incorporated by reference in the prospectus and,
      if so directed by the Company, the holder will deliver to the Company (at the
      Company’s expense) all copies, other than permanent file copies then in such
      holder’s possession, of the prospectus covering such Registrable Securities that
      are current at the time of the receipt of such notice. In the event that the
      Company shall give any such notice in respect of a Demand Registration, the
      period during which the applicable Registration Statement is required to be
      maintained effective shall be extended by the number of days during the period
      from and including the date of the giving of such notice to and including the
      date when each seller of Registrable Securities covered by such Registration
      Statement either receives the copies of the supplemented or amended prospectus
      contemplated by Section 2.04(a)(iv) or is advised in writing by the Company
      that
      the use of the prospectus may be resumed. 


    
      
        
        

      

      
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    (b) In
      the
      case of a resale registration on Form S-3 pursuant to Section 2.03, upon any
      suspension by the Company, pursuant to a written insider trading compliance
      program adopted by the Company’s board of directors, of the ability of all
“insiders” covered by such program to transact in the Company’s securities
      because of the existence of material non-public information, each holder of
      Registrable Securities included in any registration shall immediately
      discontinue disposition of such Registrable Securities pursuant to the
      Registration Statement covering such Registrable Securities until the
      restriction on the ability of “insiders” to transact in the Company’s securities
      is removed.

     

    Section
      2.08. Registration
      Expenses.

    


    (a) The
      Company shall pay all of the expenses set forth in this paragraph (a) in
      connection with a registration under this Agreement of Registrable Securities.
      Such expenses are (i) all registration and filing fees, and any other fees
      and
      expenses associated with filings required to be made with the SEC or the FINRA,
      (ii) all fees and expenses of compliance with state securities or “Blue Sky”
laws, (iii) all printing, duplicating, word processing, messenger, telephone,
      facsimile and delivery expenses (including expenses of printing certificates
      for
      the Registrable Securities in a form eligible for deposit with The Depository
      Trust Company and of printing prospectuses), (iv) all fees and disbursements
      of
      counsel for the Company and of all independent certified public accountants
      of
      the Company, (v) Securities Act liability insurance or similar insurance if
      the
      Company so desires and (vi) all fees and expenses incurred in connection with
      the listing of the Registrable Securities on any securities exchange or the
      quotation of the Registrable Securities on any inter-dealer quotation system.
      In
      addition, in all cases the Company shall pay its internal expenses (including,
      without limitation, all salaries and expenses of its officers and employees
      performing legal or accounting duties), the expense of any audit and the fees
      and expenses of any other Persons retained by the Company, including any special
      experts. In addition, the Company shall pay all reasonable fees and
      disbursements of one legal counsel selected by the holders of a majority of
      the
      Registrable Securities being registered. However, in an underwritten offering,
      all selling shareholders and the Company shall bear the expenses of the
      underwriter pro rata in proportion to the respective amount of shares each
      is
      selling in such offering. 

    


    (b) The
      Company shall not be required to pay any other costs or expenses in the course
      of the transactions contemplated hereby, including underwriting discounts and
      commissions and transfer taxes attributable to the sale of Registrable
      Securities and the fees and expenses of any counsel to any holder of Registrable
      Securities other than as provided pursuant to the last sentence of the preceding
      paragraph (a), or of counsel to the underwriters. 

     

    Section
      2.09. Indemnification.

    


    (a) Indemnification
      by the Company.
      The
      Company agrees to indemnify and hold harmless, to the full extent permitted
      by
      law, each holder of Registrable Securities and their respective officers,
      directors, employees, advisors and agents and each Person who controls (within
      the meaning of the Securities Act or the Exchange Act) such Persons from and
      against any and all losses, claims, damages, liabilities (or actions or
      proceedings in respect thereof, whether or not such indemnified party is a
      party
      thereto) and expenses (including reasonable costs of investigation and legal
      expenses), joint or several (each, a “Loss”
and
      collectively “Losses”),
      arising out of or based upon (i) any untrue or alleged untrue statement of
      a
      material fact contained in any Registration Statement under which such
      Registrable Securities were registered under the Securities Act (including
      any
      final, preliminary or summary prospectus contained therein or any amendment
      thereof or supplement thereto or any documents incorporated by reference
      therein) or (ii) any omission or alleged omission to state therein a material
      fact required to be stated therein or necessary to make the statements therein
      (in the case of a prospectus or preliminary prospectus, in light of the
      circumstances under which they were made) not misleading; provided,
      however,
      that
      the Company shall not be liable to any indemnified party in any such case to
      the
      extent that any such Loss arises out of or is based upon an untrue statement
      or
      alleged untrue statement or omission or alleged omission made in any such
      Registration Statement in reliance upon and in conformity with written
      information furnished to the Company by such holder expressly for use in the
      preparation thereof; and provided,
      further,
      that
      the Company will not be liable to any indemnified party in any case to the
      extent that any such Loss arises out of or is based upon any untrue statement
      or
      alleged untrue statement or omission or alleged omission made in any final,
      preliminary or summary prospectus if such untrue statement or alleged untrue
      statement or omission or alleged omission is corrected in an amendment or
      supplement to such prospectus which has been made available to the holders
      and
      the relevant holder of Registrable Securities fails to deliver such prospectus
      as so amended or supplemented, if such delivery is required under applicable
      law
      or the applicable rules of any securities exchange, prior to or concurrently
      with the sales of the Registrable Securities to the Person asserting such loss,
      claim, damage, liability or expense. This indemnity shall be in addition to
      any
      liability the Company may otherwise have. 


    
      
        
        

      

      
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    (b) Indemnification
      by the Holders.
      Each
      selling holder of Registrable Securities agrees (severally and not jointly)
      to
      indemnify and hold harmless, to the full extent permitted by law, the Company,
      its directors and officers and each Person who controls the Company (within
      the
      meaning of the Securities Act and the Exchange Act) from and against any Losses
      resulting from any untrue statement of a material fact or any omission of a
      material fact required to be stated in the Registration Statement under which
      such Registrable Securities were registered under the Securities Act (including
      any final, preliminary or summary prospectus contained therein or any amendment
      thereof or supplement thereto or any documents incorporated by reference
      therein), or necessary to make the statements therein (in the case of a
      prospectus or preliminary prospectus, in light of the circumstances under which
      they were made) not misleading, to the extent, but only to the extent, that
      such
      untrue statement or omission had been contained in any information furnished
      in
      writing by such selling holder to the Company specifically for inclusion in
      such
      Registration Statement and was not corrected in a subsequent writing prior
      to or
      concurrently with the sale of the Registrable Securities to the Person asserting
      such loss, claim, damage, liability or expense. This indemnity shall be in
      addition to any liability such holder may otherwise have. Such indemnity shall
      remain in full force and effect regardless of any investigation made by or
      on
      behalf of the Company or any indemnified party. In no event shall the liability
      of any selling holder of Registrable Securities hereunder be greater in amount
      than the dollar amount of the proceeds received by such holder under the sale
      of
      the Registrable Securities giving rise to such indemnification obligation.
      

    


    (c) Conduct
      of Indemnification Proceedings.
      Any
      Person entitled to indemnification hereunder will (i) give prompt written notice
      to the indemnifying party of any claim with respect to which it seeks
      indemnification (provided,
      however,
      that
      any delay or failure to so notify the indemnifying party shall relieve the
      indemnifying party of its obligations hereunder only to the extent, if at all,
      that it is actually and materially prejudiced by reason of such delay or
      failure) and (ii) permit such indemnifying party to assume the defense of such
      claim with counsel reasonably satisfactory to the indemnified party;
provided,
      however,
      that
      any Person entitled to indemnification hereunder shall have the right to select
      and employ separate counsel and to participate in the defense of such claim,
      but
      the fees and expenses of such counsel shall be at the expense of such Person
      unless (A) the indemnifying party has agreed in writing to pay such fees or
      expenses, (B) the indemnifying party shall have failed to assume the defense
      of
      such claim within a reasonable time after having received notice of such claim
      from the Person entitled to indemnification hereunder and to employ counsel
      reasonably satisfactory to such Person, (C) in the reasonable judgment of any
      such Person, based upon advice of its counsel, a conflict of interest exists
      between such Person and the indemnifying party with respect to such claims
      or
      (D) based on advice of counsel, the indemnified party has reasonably concluded
      that there may be legal defenses available to it or other indemnified parties
      that are different from or in addition to those available to the indemnifying
      party such that the indemnifying party’s assumption of defense of the
      indemnified party would be likely to adversely affect the defense of the
      indemnified party (in which case, if the Person notifies the indemnifying party
      in writing that such Person elects to employ separate counsel at the expense of
      the indemnifying party, the indemnifying party shall not have the right to
      assume the defense of such claim on behalf of such Person). If such defense
      is
      not assumed by the indemnifying party, the indemnifying party will not be
      subject to any liability for any settlement made without its consent, but such
      consent may not be unreasonably withheld; provided,
      however,
      that an
      indemnifying party shall not be required to consent to any settlement involving
      the imposition of equitable remedies or involving the imposition of any material
      obligations on such indemnifying party other than financial obligations for
      which such indemnified party will be indemnified hereunder. If the indemnifying
      party assumes the defense, the indemnifying party shall have the right to settle
      such action without the consent of the indemnified party; provided,
      however,
      that
      the indemnifying party shall be required to obtain such consent (which consent
      shall not be unreasonably withheld) if the settlement includes any admission
      of
      wrongdoing on the part of the indemnified party or any restriction on the
      indemnified party or its officers or directors. No indemnifying party shall
      consent to entry of any judgment or enter into any settlement which does not
      include as an unconditional term thereof the giving by the claimant or plaintiff
      to each indemnified party of an unconditional release from all liability in
      respect to such claim or litigation. The indemnifying party or parties shall
      not, in connection with any proceeding or related proceedings, be liable for
      the
      reasonable fees, disbursements and other charges of more than one separate
      firm
      at any one time for all such indemnified party or parties unless (x) the
      employment of more than one counsel has been authorized in writing by the
      indemnifying party or parties, (y) a conflict or potential conflict exists
      or
      may exist (based on advice of counsel to an indemnified party) between such
      indemnified party and the other indemnified parties or (z) based on advice
      of
      counsel, an indemnified party has reasonably concluded that there may be legal
      defenses available to it that are different from or in addition to those
      available to the other indemnified parties, in each of which cases the
      indemnifying party shall be obligated to pay the reasonable fees and expenses
      of
      such additional counsel or counsels. 


    
      
        
        

      

      
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    (d) Contribution.
      If for
      any reason the indemnification provided for in the paragraphs (a) and (b) of
      this Section 2.09 is unavailable to an indemnified party or insufficient to
      hold
      it harmless as contemplated by paragraphs (a) and (b) of this Section 2.09,
      then
      the indemnifying party shall contribute to the amount paid or payable by the
      indemnified party as a result of such Loss in such proportion as is appropriate
      to reflect the relative fault of the indemnifying party on the one hand and
      the
      indemnified party on the other. The relative fault shall be determined by
      reference to, among other things, whether the untrue or alleged untrue statement
      of a material fact or the omission or alleged omission to state a material
      fact
      relates to information supplied by the indemnifying party or the indemnified
      party and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such untrue statement or omission.
      Notwithstanding anything in this Section 2.09(d) to the contrary, no
      indemnifying party (other than the Company) shall be required pursuant to this
      Section 2.09(d) to contribute any amount in excess of the amount by which the
      net proceeds received by such indemnifying party from the sale of Registrable
      Securities in the offering to which the Losses of the indemnified parties relate
      exceeds the amount of any damages which such indemnifying party has otherwise
      been required to pay by reason of such untrue statement or omission. The parties
      hereto agree that it would not be just and equitable if contribution pursuant
      to
      this Section 2.09(d) were determined by pro
      rata
      allocation or by any other method of allocation that does not take account
      of
      the equitable considerations referred to in the immediately preceding paragraph.
      No Person guilty of fraudulent misrepresentation (within the meaning of Section
      11(f) of the Securities Act) shall be entitled to contribution from any Person
      who was not guilty of such fraudulent misrepresentation. If indemnification
      is
      available under this Section 2.09, the indemnifying parties shall indemnify
      each
      indemnified party to the full extent provided in Sections 2.09(a) and 2.09(b)
      hereof without regard to the relative fault of said indemnifying parties or
      indemnified party. 

     

    Section
      2.10. Rule
      144. The
      Company covenants that it shall use its best efforts to file any reports
      required to be filed by it under the Securities Act and the Exchange Act and
      shall take such further action as the holders of Registrable Securities may
      reasonably request, all to the extent required from time to time to enable
      such
      holders to sell Registrable Securities without registration under the Securities
      Act within the limitation of the exemptions provided by Rule 144 under the
      Securities Act, as such Rules may be amended from time to time, or any similar
      Rule or regulation hereafter adopted by the Commission. 

    


    ARTICLE
      3

    MISCELLANEOUS 

     

    Section
      3.01. Term.
       This
      Agreement shall terminate upon earlier of (i) the tenth anniversary of the
      date
      of this Agreement or (ii) the date as of which (A) all of the Registrable
      Securities have been sold pursuant to a Registration Statement (but in no event
      prior to the applicable period referred to in Section 4(3) of the Securities
      Act
      and Rule 174 thereunder) or (B) the holders are permitted to sell their
      Registrable Securities under Rule 144(k) under the Securities Act (or any
      similar provision then in force permitting the sale of restricted securities
      without limitation on the amount of securities sold or the manner of sale).
      The
      provisions of Section 2.09 and Section 2.10 shall survive any
      termination. 

     

    Section
      3.02. Notices.
      All
      notices, other communications or documents provided for or permitted to be
      given
      hereunder, shall be made in writing and shall be given either personally by
      hand-delivery, by facsimile transmission, by mailing the same in a sealed
      envelope, registered first-class mail, postage prepaid, return receipt
      requested, or by air courier guaranteeing overnight delivery: 

    


    
      	
            	(a)	
              if
                to the Company to: 

            


    

    


    BBV
      Vietnam S.E.A. Acquisition Corp. 

    40
      Woodland Street

    Hartford,
      CT 06105

    Attention:
      Eric M. Zachs, President

    Fax:
      [•]
      

    


    with
      a
      copy to: 

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

    666
      Third
      Avenue

    New
      York,
      New York 10017

    Attention:
      Kenneth R. Koch, Esq. 

    Fax:
      (212) 983-3115 

    


    
      	
            	(b)	
              if
                to an Investor, to the address set forth below such Investor’s name on the
                signature page hereto. 

            


    

    


    Each
      holder, by written notice given to the Company in accordance with this Section
      3.02, may change the address to which notices, other communications or documents
      are to be sent to such holder. All notices, other communications or documents
      shall be deemed to have been duly given: (i) at the time delivered by hand,
      if
      personally delivered; (ii) when receipt is acknowledged in writing by addressee,
      if by facsimile transmission; (iii) five business days after having been
      deposited in the mail, postage prepaid, if mailed by first class mail; or (iv)
      on the first business day with respect to which a reputable air courier
      guarantees delivery; provided,
      however,
      that
      notices of a change of address shall be effective only upon receipt.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    Section
      3.03. Successors,
      Assigns and Transferees. 

    


    (a) The
      registration rights of any holder under this Agreement with respect to any
      Registrable Securities may be transferred and assigned, provided,
      however,
      that no
      such assignment shall be binding upon or obligate the Company to any such
      assignee unless and until the Company shall have received notice of such
      assignment as herein provided and a written agreement of the assignee to be
      bound by the provisions of this Agreement. Any transfer or assignment made
      other
      than as provided in the first sentence of this Section 3.03 shall be null and
      void. 

    


    (b) This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto, and their respective successors and permitted assigns. 

     

    Section
      3.04. Governing
      Law; Service of Process; Consent to Jurisdiction.

    


    (a) This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to agreements made and performed within that state.
      

    


    (b) To
      the
      fullest extent permitted by applicable law, each party hereto (i) agrees that
      any claim, action or proceeding by such party seeking any relief whatsoever
      arising out of, or in connection with, this Agreement or the transactions
      contemplated hereby shall be brought only in the United States District Court
      for the Southern District of New York and in any New York State court located
      in
      the Borough of Manhattan and not in any other State or Federal court in the
      United States of America or any court in any other country, (ii) agrees to
      submit to the exclusive jurisdiction of such courts located in the State of
      New
      York for purposes of all legal proceedings arising out of, or in connection
      with, this Agreement or the transactions contemplated hereby and (iii)
      irrevocably waives any objection which it may now or hereafter have to the
      laying of the venue of any such proceeding brought in such a court and any
      claim
      that any such proceeding brought in such a court has been brought in an
      inconvenient forum. 

     

    Section
      3.05. Headings. The
      section and paragraph headings contained in this Agreement are for reference
      purposes only and shall not in any way affect the meaning or interpretation
      of
      this Agreement.

     

    Section
      3.06. Severability.
      Whenever possible, each provision or portion of any provision of this Agreement
      will be interpreted in such manner as to be effective and valid under applicable
      law but if any provision or portion of any provision of this Agreement is held
      to be invalid, illegal or unenforceable in any respect under any applicable
      law
      in any jurisdiction, such invalidity, illegality or unenforceability will not
      affect any other provision or portion of any provision in such jurisdiction,
      and
      this Agreement will be reformed, construed and enforced in such jurisdiction
      as
      if such invalid, illegal or unenforceable provision or portion of any provision
      had never been contained therein. 

     

    Section
      3.07. Amendment;
      Waiver. 

    


    (a) This
      Agreement may not be amended or modified and waivers and consents to departures
      from the provisions hereof may not be given, except by an instrument or
      instruments in writing making specific reference to this Agreement and signed
      by
      the Company and the holders of a majority of Registrable Securities of each
      class then outstanding. Each holder of any Registrable Securities at the time
      or
      thereafter outstanding shall be bound by any amendment, modification, waiver
      or
      consent authorized by this Section 3.07(a), whether or not such Registrable
      Securities shall have been marked accordingly. 


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    (b) The
      waiver by any party hereto of a breach of any provision of this Agreement shall
      not operate or be construed as a further or continuing waiver of such breach
      or
      as a waiver of any other or subsequent breach. Except as otherwise expressly
      provided herein, no failure on the part of any party to exercise, and no delay
      in exercising, any right, power or remedy hereunder, or otherwise available
      in
      respect hereof at law or in equity, shall operate as a waiver thereof, nor
      shall
      any single or partial exercise of such right, power or remedy by such party
      preclude any other or further exercise thereof or the exercise of any other
      right, power or remedy. 

     

    Section
      3.08. Counterparts.
      This
      Agreement may be executed in any number of separate counterparts and by the
      parties hereto in separate counterparts each of which when so executed shall
      be
      deemed to be an original and all of which together shall constitute one and
      the
      same agreement. 

     

    
 

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

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Registration Rights Agreement to be duly
      executed as of the date first written above. 

    


    
      	 	 	 
	 	BBV
              VIETNAM S.E.A
              ACQUISITION CORP.
	 
 	 
 	 
 
	Date: 	By:  	
            
	 	
              
Eric
              M. Zachs, President
	 	 


    

     

    
      	INVESTORS: 	 	 	 
	 	 	 	 
	 	 	 	FOUNDERS: 
	 	 	 	 
	
            	 	 	
            
	
              
Eric
              M. Zachs	 	 	
            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              
Robert
              H.J. Lee  	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              
Eliezer
              R. Katz  	 	 	 
	 	 	 	 


    

     

    INITIAL
      SHAREHOLDERS:

    


    
      	
              ___________________________

              Robert
                H.J. Lee

            	
              ___________________________

              Eric
                M. Zachs

            
	
               

              ___________________________

              Nguyen
                Thi Quynh Anh

            	
               

              ___________________________

              Mai
                Anh

            
	
               

              ___________________________

              Nguyen
                Tien Dzung

            	
               

              ___________________________

              Ying
                Luo

            
	
               

              __________________________

              Fangfan
                Yang

            	
               

              ___________________________

              Lei
                Ding

            
	
               

              ___________________________

              Dawn
                L. Griswold

            	
               

              ___________________________

              Yuke
                Wang

            
	
               

              ___________________________

              Yan
                Chen

            	
               

              ___________________________

              Nguyen
                Do Tung Cuong

            
	
               

              ___________________________

              Chaoyong
                Wang

            	
               

              ___________________________

              Eliezer
                R. Katz

            


    

     

    
      [Signature
        Page Registration Rights Agreement]

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      A

    


    Investors

    


    Founders:

    


    


    
      	
              Name
                and Address of

              Founders

            	 	
              Number

              of
                Warrants

            	 	
              Warrant
                

              Certificate
                Number

            
	
              Robert
                H.J. Lee

            	 	 	 	 
	
              Eric
                M. Zachs

            	 	 	 	 
	
              Eliezer
                R. Katz

            	 	 	 	 


    

     

    
 

    Initial
      Shareholders:

    


    


    
      	
              Name
                and Address of

              Initial
                Shareholder

            	 	
              Number

              of
                Shares

            	 	
              Stock
                

              Certificate
                Number

            
	
              Robert
                H.J. Lee

            	 	 	 	 
	
              Eric
                M. Zachs

            	 	 	 	 
	
              Nguyen
                Thi Quynh Anh

            	 	 	 	 
	
              Mai
                Anh

            	 	 	 	 
	
              Nguyen
                Tien Dzung

            	 	 	 	 
	
              Ying
                Luo

            	 	 	 	 
	
              Fangfang
                Yang

            	 	 	 	 
	
              Lei
                Ding

            	 	 	 	 
	
              Dawn
                L. Griswold

            	 	 	 	 
	
              Yuke
                Wang

            	 	 	 	 
	
              Yan
                Chen

            	 	 	 	 
	
              Nguyen
                Do Tung Cuong

            	 	 	 	 
	
              Chaoyong
                Wang

            	 	 	 	 
	
              Eliezer
                R. Katz

            	 	 	 	 


    

     

    
 

    Unless
      otherwise indicated, all addresses c/o BBV Vietnam S.E.A. Acquisition Corp.,
      40
      Woodland Street, Hartford, CT 06105.