Unassociated Document


    Exhibit
      10.8

     

    FORM
      OF RIGHT OF FIRST REFUSAL AND 

    CORPORATE
      OPPORTUNITIES AGREEMENT 

     

    RIGHT
      OF
      FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”)
      is
      made as of [•],
      2007
      by and between BBV Vietnam S.E.A. Acquisition Corp., a Marshall Islands
      corporation (the “Company”),
      and
      Bantry Bay Ventures-Asia, LLC., a private
      equity limited liability company primarily focused on investments in China
      and
      Vietnam (“Bantry
      Bay Ventures”)
      in
      connection with the Company’s proposed public offering of Units in the United
      States pursuant to the Company’s Registration Statement, on Form S-1 (File No.
      333-146829), under the Securities Act of 1933, as amended (the “Registration
      Statement”).
      

     

    RECITALS

     

    WHEREAS,
      Bantry
      Bay Ventures
      and the
      Company share certain officers and directors; and

     

    WHEREAS,
      because each of the Company and Bantry
      Bay Ventures will
      be
      seeking business opportunities in Asia, the parties have made this Agreement
      to
      clarify the business opportunities for which each party shall have the right
      of
      first refusal.

     

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

     

    1.  Right
      of First Refusal.
      For the
      term specified in Section
      2
      of this
      Agreement, each party agrees to grant
      to
      such
      other party (i) in its articles of incorporation or equivalent document, or
      (ii)
      by action of its board of directors, a right of first refusal to any corporate
      opportunities belonging to it that concern a Business Combination (as defined
      herein) as follows: 

     

    (a)  Bantry
      Bay Ventures
      shall
      have a right of first refusal for corporate
      opportunities with respect to target
      businesses that
      have
      a fair market value reasonably estimated to be less than $28 million;
      and

     

    (b)  The
      Company shall have a right of first refusal with respect to corporate
      opportunities of target businesses that have a fair market value reasonably
      estimated to be $28 million
      or
      more.

     

    Decisions
      by the Company to release Bantry
      Bay Ventures
      to
      pursue any corporate
      opportunity
      of
      target businesses that have a fair market value reasonably estimated to be
      $28
      million or more
      will be
      made by a majority of the Company’s independent directors. 

     

    As
      used
      herein, the term “Business
      Combination”
(as
      described more fully in the Registration Statement) shall mean any acquisition,
      or acquisition of control, of one or more operating businesses through a merger,
      capital stock exchange, asset acquisition, stock purchase or other similar
      business combination, or
      contractual
      arrangements.

     

    Any
      party
      whose directors, officers or employees become aware of a corporate opportunity
      which is subject to this Agreement (such party, the “Grantor”)
      shall
      provide written notice of the business opportunity
      to the party to whom it has the duty to grant the right of first refusal (the
      “Grantee”)
      within
      5 (five) business days of its identification of the corporate opportunity.
      Any
right
      of
      first refusal granted shall expire ninety
      (90)
      days
      from the date of the written notice, provided
      that,
      during
      such ninety
      (90)-day
      period the Grantee has
      failed to commence discussions with any
      third
      party
      regarding a Business Combination. 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    2.  Term.
      This
      Agreement shall become effective on its execution and shall remain in effect
      for
      a period to expire upon the earlier of (i) the consummation by the Company
      of a
      Business Combination, or (ii) the Company’s liquidation,
      each
in
      the
      circumstances and in the manner described in the Registration
      Statement. 

     

    3.  Notices.
      All
      notices or communications hereunder shall be in writing, addressed as follows:
      

     

    To
      the
      Company: 

     

    BBV
      Vietnam S.E.A. Acquisition Corp. 

    40
      Woodland Street

    Hartford,
      CT 06105

    Attention:
      Eric M. Zachs, President

    


    with
      copies to: 

    


    Kenneth
      R. Koch, Esq.

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

    666
      Third
      Avenue

    New
      York,
      New York 10017

    


    If
      to
Bantry
      Bay Ventures:

    


    Bantry
      Bay Ventures-Asia, LLC.

    40
      Woodland Street

    Hartford,
      CT 06105

    Attention:
      Robert H. J. Lee, Managing Partner

    


    with
      copies to:

    


    Kenneth
      R. Koch, Esq.

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

    666
      Third
      Avenue

    New
      York,
      New York 10017

    


    Any
      such
      notice or communication shall be delivered by hand or by courier or sent
      certified or registered mail, return receipt requested, postage prepaid,
      addressed as above (or to such other address as such party may designate in
      a
      notice delivered as described above), and the third business day after the
      actual date of mailing shall constitute the time at which notice was given.
      

     

    4.  Severability.
      If any
      provision of this Agreement shall be declared to be invalid or unenforceable,
      in
      whole or in part, such invalidity or unenforceability shall not affect the
      remaining provisions hereof which shall remain in full force and effect.


     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    5.  Assignment.
      Neither
      this Agreement nor any rights or obligations hereunder shall be assignable
      or
      otherwise subject to hypothecation by either party hereto. 

     

    6.  Amendment.
      This
      Agreement may only be amended by written agreement of the parties hereto.


     

    7.  Survival.
      The
      respective rights and obligations of the parties hereunder shall survive any
      termination of this Agreement to the extent necessary to the intended
      preservation of such rights and obligations. The provisions of this Section
      7
      are in
      addition to the survivorship provisions of any other section of this Agreement.
      

     

    8.  Governing
      Law and Jurisdiction.
      This
      Agreement shall be construed, interpreted, and governed in accordance with
      the
      laws of the State of New York, without reference to rules relating to conflicts
      of law. The undersigned hereby agrees that any action, proceeding or claim
      against the undersigned arising out of or relating in any way to this Agreement
      shall be brought and enforced in the courts of the State of New York or the
      United States District Court for the Southern District of New York, and
      irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
      The undersigned hereby waives any objection to such exclusive jurisdiction
      and
      that such courts represent an inconvenient
      forum. The
      Company hereby appoints, without power of revocation, Mintz, Levin, Cohn,
      Ferris, Glovsky & Popeo, P.C,
      with an
      office at 666 Third Avenue, New York, New York, 10017, Attention of Kenneth
      R.
      Koch, Esq., as its agent to accept and acknowledge on its behalf service of
      any
      and all process which may be served in any action, proceeding or counterclaim
      in
      any way relating to or arising out of this letter agreement.. 

     

    9.  Effect
      on Prior Agreements.
      This
      Agreement contains the entire understanding between the parties hereto and
      supersedes in all respects any prior or other agreement or understanding
      concerning the subject matter hereof between the Company and Excel.


     

    10.  Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which will be
      deemed an original, but all of which, taken together, shall be deemed one
      document 

     

    11.  Mutual
      Waiver of Jury Trial.
      BECAUSE
      DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
      QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE
      PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE
      PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
      APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST BENEFITS OF THE JUDICIAL SYSTEM,
      THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
      PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS
      AGREEMENT OR ANY DOCUMENTS RELATED HERETO. 

     

    12.  Waiver.
      Each
      party acknowledges and permanently and irrevocably waives any and all claims
      against the other parties hereto in respect of any business opportunities not
      received by it pursuant to the terms of this Agreement.

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Right of First Refusal
      and Corporate Opportunities Agreement as of the date first specified
      above.

     

    


     

    
      	
              BANTRY
                BAY VENTURES-ASIA, LLC

            	
              BBV
                VIETNAM S.E.A. ACQUISITION, CORP.

            
	 	 
	
              By:
                __________________________________

            	
              By:
                __________________________________

            
	
              Name: Robert
                H. J. Lee

            	
              Name: Eric
                M. Zachs

            
	
              Title: Managing
                Partner

            	
              Title: 
                President

            
	 	 
	
              By:
                __________________________________

            	 
	
              Name: Eric
                M. Zachs

            	 
	
              Title: Managing
                Partner