Unassociated Document


     

    Exhibit
      10.1

     

     

    Form
      of Letter Agreement for 

    Directors,
      Officers and Initial Security Holders

     

     

    [Date]

     

    BBV
      Vietnam S.E.A. Acquisition Corp.

    40
      Woodland Street

    Hartford,
      Connecticut 06105 

    Attention
      of Eric M. Zachs, President

     

    Ladenburg
      Thalmann & Co. Inc.

    153
      East
      53rd Street, 49th Floor

    New
      York,
      New York 10022

    Attention
      of [__________]

    


    Chardan
      Capital Markets, LLC 

    17
      State
      Street, Suite 1600

    New
      York,
      New York 10004

    Attention
      of [__________]

    


    


    Re:
       Initial
      Public Offering

    


    Gentlemen:

    


    This
      letter is being delivered to you in accordance with the Underwriting Agreement
      entered into by and among BBV Vietnam S.E.A. Acquisition Corp., a Marshall
      Islands Corporation (the “Company”),
      on
      the one hand, and Ladenburg Thalmann & Co. Inc. and Chardan Capital Markets,
      LLC, as co-lead managing underwriters (the “Representatives”),
      relating to an underwritten initial public offering (the “IPO”)
      of
      4,500,000 of the Company’s units (5,175,000 if the over-allotment is exercised
      in full) (the “Units”),
      each
      comprised of one share of the Company’s common stock, par value $0.0001 per
      share (the “Common
      Stock”),
      and
      one warrant exercisable for one share of Common Stock. The Units sold in the
      IPO
      will be registered pursuant to a Registration Statement on Form S-1 and
      prospectus filed by the Company with the Securities and Exchange Commission.
      Certain capitalized terms used herein are defined in paragraph [12]
      hereof.

    


    In
      order
      to induce the Company and the Underwriters to enter into the Underwriting
      Agreement and to proceed with the IPO and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      undersigned hereby agrees with the Company as follows: 

    


    1.  If
      the
      Company solicits approval of its shareholders of a Business Combination, and/or
      the Extended Period, the undersigned will vote all Insider Shares owned by
      him
      or her in accordance with the majority of the votes cast by the holders of
      the
      IPO Shares and will vote all shares of Common Stock of the Company acquired
      by
      him or her in the IPO or aftermarket in favor of any Business Combination
      negotiated by the officers of the Company and the Extended Period.

    


    2.  In
      the
      event that the Company fails to consummate a Business Combination within 18
      months from the closing date of the IPO (the “IPO
      Closing Date”)
      and no
      letter of intent, agreement in principle or definitive agreement has been
      executed within such 18 month period, or within 24 months from the IPO Closing
      Date, if a letter of intent, agreement in principle or definitive agreement
      has
      been executed within such 18 month period, or within 36 months from the IPO
      Closing Date, if so extended upon approval by the shareholders, the undersigned
      shall take all such action reasonably within his or her power as is necessary
      to
      dissolve the Company and liquidate the Trust Account to holders of IPO Shares
      as
      soon as reasonably practicable. The undersigned hereby waives any and all right,
      title, interest or claim of any kind in or to any distribution of the Trust
      Account and any remaining net assets of the Company as a result of such
      liquidation with respect to its Insider Shares (“Claim”)
      and
      will not seek recourse against the Trust Account for any reason whatsoever.
      

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.  [In
      the
      event of the liquidation of the Trust Account, the undersigned agrees to
      indemnify and hold harmless the Company jointly and severally with [Robert
      H.J.
      Lee/Eric M. Zachs], against any and all loss, liability, claims, damage and
      expense whatsoever to which the Company may become subject as a result of any
      claim by any third party, but only to the extent necessary to ensure that such
      loss, liability, claim, damage or expense does not reduce the amount in the
      Trust Account and only if such third party has not executed a valid and
      enforceable agreement waiving claims against the Trust Account. If the remaining
      assets outside the Trust Account are insufficient to pay the costs of
      liquidation, the undersigned agrees to advance to the Company the funds
      necessary to complete such liquidation and agrees not to seek repayment for
      such
      expenses. The foregoing section is not for the benefit of any third party
      beneficiaries of the Company and does not create any contract right in favor
      of
      any person other than the Company.](1) 

    


    4.  [In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees (i) not to become an officer, director
      or
      principal shareholder of a blank check company with a focus on potential
      acquisition targets in the Socialist Republic of Vietnam or Asia and (ii) to
      present to the Company for its consideration, prior to presentation to any
      other
      person or entity, any suitable opportunity to acquire an operating business,
      until the earlier of the consummation by the Company of a Business Combination,
      or the liquidation of the Company, subject to any pre-existing fiduciary and
      contractual obligations the undersigned might have as of the date hereof. For
      the purposes hereof, a suitable opportunity shall mean any company or business
      having its primary operations in the Socialist Republic of Vietnam and Asia
      whose fair market value is at least equal to $28.8 million. The information
      relating to the undersigned contained in the “Conflicts of Interest” section of
      the Registration Statement is true and accurate in all respects, and does not
      omit any material information with respect to the undersigned’s fiduciary or
      contractual obligations.

    


    The
      undersigned hereby agrees and acknowledges that (i) each of the Underwriters
      and
      the Company could be irreparably injured in the event of a breach by the
      undersigned of his obligations under this paragraph 4, monetary damages may
      not
      be an adequate remedy for such breach and (ii) the non-breaching party shall
      be
      entitled to injunctive relief, in addition to any other remedy such party may
      have, in the event of such breach.](2)

    


    5.  Prior
      to
      a Business Combination, neither the undersigned, any member of the family of
      the
      undersigned, nor any affiliate (“Affiliate”)
      of the
      undersigned will be entitled to receive and will not accept any compensation
      for
      services rendered to the Company. Notwithstanding the foregoing to the contrary,
      the undersigned shall be entitled to reimbursement from the Company for his
      or
      her out-of-pocket expenses incurred in connection with seeking and consummating
      a Business Combination [and commencing on the Effective Date, Bantry Bay
      Ventures-Asia, LLC, an affiliate of the Company’s officers, certain of its
      directors and its special advisor (the “Related
      Party”),
      shall
      be allowed to charge the Company $7,500 per month to compensate it for the
      Company’s use of the Related Party’s office space and certain technology and
      administrative and secretarial services.](3) 

     

    
      
        

      

    

    (1)
      Applicable only to Eric M. Zachs and Robert H.J. Lee.

    (2)
      Applicable only to offices and directors.

    (3)
      Applicable only to Eric M. Zachs, Eliezer R. Katz, Nguyen Thi Quynh Anh and
      Robert H.J. Lee.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.  To
      the
      extent that the underwriters do not exercise their over-allotment option to
      purchase an additional 675,000 Units of the Company, the undersigned agrees
      that
      he or she shall return to the Company for cancellation, at no cost, the number
      of Insider Shares held by the undersigned determined by multiplying [the
      number of shares held by the insider]
      by a
      fraction, (i) the numerator of which is 675,000 minus the number of shares
      of
      Common Stock purchased by the Underwriters upon the exercise of their
      over-allotment option, and (ii) the denominator of which is 675,000.


    


    7.  [Neither
      the undersigned, any member of the family of the undersigned, nor any Affiliate
      of the undersigned will be entitled to receive or accept a finder’s fee or any
      other compensation in the event the undersigned, any member of the family of
      the
      undersigned or any Affiliate of the undersigned originates a Business
      Combination. - To
      be confirmed by the Company]

    


    8.  (a)
      For
      a
      period of time commencing from the date hereof and ending, in the case of
      Insider Shares, on the first anniversary of the consummation of the Business
      Combination (“Insider
      Share Lock-Up Period”)
      and,
      in the case of the Placement Warrants, sixty days after the consummation of
      the
      Business Combination (the “Placement
      Warrant Lock-Up Period”)
      (together with the Insider Share Lock-Up Period collectively the “Lock-Up
      Period”),
      the
      undersigned shall not (i) sell, offer to sell, contract or agree to sell,
      hypothecate, pledge, grant any option to purchase or otherwise dispose of or
      agree to dispose of, directly or indirectly, or establish or increase a put
      equivalent position or liquidate or decrease a call equivalent position within
      the meaning of Section 16 of the Securities Exchange Act of 1934, as amended,
      and the rules and regulations of the SEC promulgated thereunder, with respect
      to
      any Insider Shares, Placement Warrants, the Common Stock issuable upon exercise
      of the Placement Warrants or any securities convertible into or exercisable
      or
      exchangeable for the Insider Shares or Placement Warrants or other rights to
      purchase Common Stock or any such securities (the “Offering
      Securities”),
      (ii)
      enter into any swap or other arrangement that transfers to another, in whole
      or
      in part, any of the economic consequences of ownership of the Offering
      Securities, whether any such transaction is to be settled by delivery of Common
      Stock or such other securities, in cash or otherwise, or (iii) publicly announce
      any intention to effect any transaction specified in clause (i) or
      (ii).

     

                (b) Notwithstanding
      the foregoing, the undersigned may transfer his or her Insider Shares, the
      Placement Warrants, or shares of Common Stock issuable upon exercise of the
      Placement Warrants to (a) family members and trusts of permitted assignees
      for
      estate planning purposes, (b) a person who becomes the transferee by virtue
      of
      the laws of descent and distribution upon death or (c) officers, directors
      and
      employees of the Company, or their affiliates, in each case where the transferee
      agrees to the terms of this Agreement including, Section 1 and this Section
      [8].


     

     

                (c) The
      undersigned agrees that, after the applicable Lock-Up Period has elapsed, the
      Offering Securities shall only be transferable or saleable pursuant to a sale
      registered under the Securities Act of 1933, as amended, (the “Securities
      Act”)
      or
      pursuant to an available exemption from registration under the Securities
      Act.

     

    9.  (a)     The
      undersigned agrees to be the [Chairman of the Board of Directors](4) [President
      and Director](5) [Vice President and Director](6) [Director](7) [Special
      Advisor](8) of the Company and not resign from his or her position until the
      earlier of the consummation by the Company of a Business Combination or the
      liquidation of the Company,
      provided, however,
      that
      the undersigned is not obligated to contribute a minimum number of hours per
      week to the Company’s business or operations. The undersigned’s biographical
      information furnished to the Company and the Representatives, and attached
      hereto as Exhibit
      A,
      is true
      and accurate in all respects, does not omit any material information with
      respect to the undersigned’s background and contains all of the information
      required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated
      under the Securities Act . The undersigned’s completed Questionnaire furnished
      to the Company and the Representatives is true and accurate in all respects.
      

    


    
      

      (4)
      Applicable only to Robert H.J. Lee.

    (5)
      Applicable only to Eric M. Zachs.

    (6)
      Applicable only to Nguyn Thi Quyn Anh.

    (7)
      Applicable only to Main Anh and Tien Dzung Nguyen.

    (8)
      Applicable only to Eliezer R. Katz.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b) The
      undersigned represents and warrants that: 

    


    (i) No
      petition under the Federal bankruptcy laws or any state insolvency law has
      been
      filed by or against, or a receiver, fiscal agent or similar officer was
      appointed by a court for the business or property of the undersigned, or any
      partnership in which the undersigned was or is a general partner at or within
      two years prior to the date hereof, or any corporation or business association
      of which the undersigned was an executive officer at or within two years prior
      to the date hereof; 

    


    (ii) The
      undersigned has not been convicted in any criminal proceeding nor is the
      undersigned currently a named subject of a pending criminal proceeding
      (excluding traffic violations and other minor offenses); 

    


    (iii) The
      undersigned has not been the subject of any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining the undersigned from, or
      otherwise limiting, the following activities: 

    


    (1) acting
      as
      a futures commission merchant, introducing broker, commodity trading advisor,
      commodity pool operator, floor broker, leverage transaction merchant, any other
      person regulated by the Commodity Futures Trading Commission, or an associated
      person of any of the foregoing, or as an investment adviser, underwriter, broker
      or dealer in securities, or as an affiliated person, director or employee of
      any
      investment company, bank, savings and loan association or insurance company,
      or
      engaging in or continuing any conduct or practice in connection with such
      activity; 

    


    (2) Engaging
      in any type of business practice; or 

    


    (3) Engaging
      in any activity in connection with the purchase or sale of any security or
      commodity or in connection with any violation of Federal or State securities
      laws or Federal commodities laws;

    


    (c) The
      undersigned has not been the subject of any order, judgment or decree, not
      subsequently reversed, suspended or vacated, of any Federal or State authority
      barring, suspending or otherwise limiting for more than sixty (60) days the
      right of the undersigned to engage in any activity described in paragraph
      (b)(iii) above, or to be associated with persons engaged in any such activity;
      

    


    (d) The
      undersigned has not been found by a court of competent jurisdiction in a civil
      action or by the SEC to have violated any Federal or State securities law,
      and
      the judgment in such civil action or finding by the SEC has not been
      subsequently reversed, suspended, or vacated; and 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (e) The
      undersigned has not been found by a court of competent jurisdiction in a civil
      action or by the Commodity Futures Trading Commission to have violated any
      Federal commodities law, and the judgment in such civil action or finding by
      the
      Commodity Futures Trading Commission has not been subsequently reversed,
      suspended or vacated.

    


    10.  The
      undersigned has full right and power, without violating any agreement by which
      he or she is bound, to enter into this letter agreement and to serve as
      [Chairman of the Board of Directors](9) [President and Director](10) [Vice
      President and Director](11) [Director](12)
      [Special Advisor](13) of the Company.

    


    11.  The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to the Representatives and their legal
      representatives or agents (including any investigative search firm retained
      by
      the Representatives) any information they may have about the undersigned’s
      background and finances (“Information”).
      Neither the Representatives nor their agents shall be violating the
      undersigned’s right of privacy in any manner in requesting and obtaining the
      Information and the undersigned hereby releases them from liability for any
      damage whatsoever in that connection.

    


    12.  This
      letter agreement shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflicts
      of
      law principles that would result in the application of the substantive laws
      of
      another jurisdiction. The undersigned hereby (i) agrees that any action,
      proceeding or claim against him or her arising out of or relating in any way
      to
      this letter agreement shall be brought and enforced in the courts of the State
      of New York of the United States of America for the Southern District of New
      York, and irrevocably submits to such jurisdiction, which jurisdiction shall
      be
      exclusive and (ii) waives any objection to such exclusive jurisdiction and
      that
      such courts represent an inconvenient forum. 

    


    13.  As
      used
      herein, (i) a “Business
      Combination”
shall
      mean an acquisition, or acquisition of control, by merger, capital stock
      exchange, asset acquisition, stock purchase or other similar business
      combination of one or more operating businesses that has its primary operating
      facilities located in the Socialist Republic of Vietnam or Asia; (ii)
“Insiders”
shall
      mean all officers, directors and security holders of the Company immediately
      prior to the IPO; (iii) “Insider
      Shares”
shall
      mean all of the shares of Common Stock of the Company owned by an Insider prior
      to the IPO; (iv) “IPO
      Shares”
shall
      mean the shares of Common Stock issued in the Company’s IPO; (v) “Trust
      Account”
shall
      mean the trust account established by the Company immediately prior to the
      consummation of its IPO and into which a certain amount of the net proceeds
      of
      the IPO is to be deposited; (vi) “Extended
      Period”
shall
      mean the extension, upon shareholder approval, of the period of time during
      which the Company may complete a Business Combination from 24 months to 36
      months, if the Company anticipates that it may not consummate a Business
      Combination within 24 months, if a letter of intent or definitive agreement
      with
      respect to a business combination has been entered into within 18 months; (vii)
      “Placement
      Warrant”
shall
      mean the warrants purchased by certain of the Insiders in a private placement
      immediately prior to the consummation of the IPO; and (viii) “Public
      Shareholders”
shall
      mean the shareholders that purchased shares of the Company’s Common Stock, that
      form a part of the Units, in the IPO. 

    


    
      
(9)
      Applicable only to Robert H.J. Lee.

    (10)
      Applicable only to Eric M. Zachs.

    (22)
      Applicable only to Nguyn Thi Quyn Anh.

    (32)
      Applicable only to Main Anh and Tien Dzung Nguyen.

    (33)
      Applicable only to Eliezer R. Katz.

    


    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


      IN
      WITNESS WHEREOF, the undersigned have executed this letter agreement as of
      the
      date first written above.

     

    


    BBV
      VIETNAM S.E.A. ACQUISITION CORP.

    


    


       

      By:
      ______________________________________________

       
      Name:

    Title:

    


    


       

       

    ______________________________________________

    Name
      of
      Insider:


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      A 

     

     

    [Insider
      biographical information]