Unassociated Document


    EXHIBIT
      10.9

     

    THE
      REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES
      THAT
      IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN
      PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT
      WILL
      NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR
      A
      PERIOD OF SIX MONTHS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW)
IN
      ACCORDANCE WITH FINRA RULE 2710(G)(1) TO
      ANYONE OTHER THAN (I) [Ÿ],
      OR
      ITS AFFILIATES OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE
      OFFERING (DEFINED HEREIN), OR (II) A BONA FIDE OFFICER, PARTNER OR EMPLOYEE
      OF
      [Ÿ]
      OR OF ANY
      SUCH UNDERWRITER OR SELECTED DEALER.

     

    THIS
      PURCHASE
      OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) [Ÿ],
      2007 [SIX
      MONTHS FROM EFFECTIVE DATE]
      AND (II) THE CONSUMMATION BY BBV VIETNAM S.E.A. ACQUISITION CORP. (THE
“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER
      SIMILAR BUSINESS COMBINATION (A “BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY
      IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN). THIS PURCHASE
      OPTION SHALL BE VOID AFTER 5:00 P.M., NEW YORK CITY LOCAL TIME, ON
[Ÿ],
      2012 [FIVE
      YEARS FROM EFFECTIVE DATE].

     

    


    


    FORM
      OF UNIT PURCHASE OPTION

    


    FOR
      THE PURCHASE OF

    


    315,000
      UNITS

    


    OF

    


    BBV
      VIETNAM S.E.A. ACQUISITION CORP.

    


    


    1. Purchase
      Option.

    


    THIS
      CERTIFIES THAT,
      in
      consideration of $100 duly paid by or on behalf of [Ÿ]
      (collectively, with its successors and permitted assigns and/or transferees,
      the
“Holder”),
      as
      registered owner of this Purchase Option, to BBV Vietnam S.E.A. Acquisition
      Corp. (the “Company”),
      Holder is entitled, at any time or from time to time after the closing of the
      Offering (as defined below) and during the period commencing (the “Commencement
      Date”)
      on the
      later of: (i) the consummation of a Business Combination and (ii) [Ÿ],
      2007
[six
      months from the effective date of the registration
      statement],
      and
      expiring (the “Expiration
      Date”)
      at or
      before 5:00 p.m., New York City local time, [Ÿ],
      2012
[five
      years from effective date of the registration statement],
      but not
      thereafter, to subscribe for, purchase and receive, in whole or in part, up
      to
      Three Hundred Fifteen Thousand (315,000) units (the “Units”)
      of the
      Company, each Unit consisting of one share of common stock of the Company,
      par
      value $.0001 per share (the “Common
      Stock”),
      and
      one warrant (the “Warrant”)
      to
      purchase one share of Common Stock expiring five years from the effective date
      (the “Effective
      Date”)
      of the
      registration statement (the “Registration
      Statement”)
      pursuant to which Units are offered for sale to the public (the “Offering”).
      Each
      Warrant is on the same terms and conditions as the warrants underlying the
      Units
      being registered for sale to the public by way of the Registration
      Statement.
      If the
      Expiration Date is a day on which banking institutions are authorized by law
      to
      close, then this Purchase Option shall expire on the next succeeding day that
      is
      not such a day in accordance with the terms herein. During the period ending
      on
      the Expiration Date, the Company agrees not to take any action that would
      terminate the Purchase Option. This Purchase Option is initially exercisable
      at
      $10.00 per Unit (the “Exercise
      Price”).
      The
      number of Units purchasable hereunder and the Exercise Price are subject to
      adjustment as provided in this Purchase Option.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2. Exercise.

    


    2.1 Exercise.
      This
      Purchase Option may be exercised by the Holder in whole or in part at any time
      or in part from time to time on or after the Commencement Date and before the
      Expiration Date by: (x)
      surrendering this Purchase Option to the Company, (y)
      delivering a subscription form in the attached hereto as Annex I (duly executed
      by the Holder), and (z)
      making
      payment of the Exercise Price in cash, certified or official bank check payable
      to the order of the Company or wire transfer of immediately available funds
      (to
      an account designated by the Company), in any case in an amount obtained by
      multiplying: (a) the number of Units designated by the Holder in the
      subscription form by (b) the Exercise Price then in effect. In the event of
      a
      partial exercise or assignment hereof, the Company shall issue and deliver
      to or
      upon the order of the Holder a new Purchase Option of like tenor, in the name
      of
      the Holder or as the Holder (upon payment by the Holder of applicable transfer
      taxes) may request, evidencing the right to purchase the aggregate number of
      Units for which such Purchase Option may still be exercised. If the subscription
      rights represented hereby shall not be exercised at or before 5:00 p.m., New
      York City local time on the Expiration Date, this Purchase Option automatically
      shall become and be void, without further force or effect, and all rights
      represented hereby shall cease and expire.

    


    2.2 Legend.
      Each
      certificate for the Units issued upon exercise of this Purchase Option and
      each
      certificate representing the underlying Common Stock and Warrants and the Common
      Stock issuable upon exercise of the underlying Warrants (the “Warrant
      Shares”)
      shall
      bear a legend as follows, unless such Units, Common Stock, Warrants and/or
      Warrant Shares (collectively, the “Securities”)
      have
      been registered under the Securities Act of 1933, as amended (the “Act”):

    


    “THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND
      NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
      TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
      FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION
      OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”

    


    
      
         

      

      
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    2.3 Cashless
      Exercise Conversion Right.
      In lieu
      of the payment of the Exercise Price multiplied by the number of Units for
      which
      this Purchase Option is exercisable (and in lieu of being entitled to receive
      Common Stock and Warrants) in the manner required by Section 2.1, the Holder
      shall have the right (but not the obligation) to convert any exercisable but
      unexercised portion of this Purchase Option into Units (the “Cashless
      Exercise Conversion Right”)
      as
      follows: upon exercise of the Cashless Exercise Conversion Right, the Company
      shall deliver to the Holder (without payment by the Holder of any of the
      Exercise Price in cash) that number of shares of Common Stock and Warrants
      comprising that number of Units equal to the quotient obtained by dividing
      (x)
      the
      Value (as defined below) of the portion of the Purchase Option being converted
      by (y)
      the
      Current Market Value (as defined below) of the portion of the Purchase Option
      being converted. The “Value”
of
      the
      portion of the Purchase Option being converted shall equal the remainder derived
      from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of
      Units underlying the portion of this Purchase Option being converted from (b)
      the Current Market Value (as defined below) of a Unit multiplied by the number
      of Units underlying the portion of the Purchase Option being converted. As
      used
      herein, the term “Current
      Market Value”
per
      Unit at any date means: (A) in the event that neither the Units nor Warrants
      are
      still trading, the remainder derived from subtracting (x)
      the
      exercise price of the Warrants multiplied by the number of shares of Common
      Stock issuable upon exercise of the Warrants underlying one Unit from
      (y)
      (i) the
      Current Market Price of the Common Stock multiplied by (ii) the number of shares
      of Common Stock underlying one Unit, which shall include the shares of Common
      Stock underlying the Warrants included in such Unit less the Exercise Price
      for
      the Unit plus the current Market Price of the Common Stock underlying the Unit;
      (B) in the event that the Units, Common Stock and Warrants are still trading,
      (i) if the Units are listed on a national securities exchange or quoted on
      the
      Nasdaq Stock Market or the OTC Bulletin Board (or successor exchange), the
      average of the last sale price of the Units in the principal trading market
      for
      the Units as reported by the exchange, Nasdaq or the FINRA, as the case may
      be,
      for the ten trading days ending on the third business day prior to exercise,
      or
      (ii) if the Units are not listed on a national securities exchange or quoted
      on
      the Nasdaq Stock Market or the OTC Bulletin Board (or successor exchange),
      but
      are traded in the residual over-the-counter market, the average of the closing
      bid price for Units for the ten trading days ending on the third business day
      prior to exercise for which such quotations are reported by the Pink Sheets,
      LLC
      or similar publisher of such quotations; and (C) in the event that the Units
      are
      not still trading but the Common Stock and Warrants underlying the Units are
      still trading, the Current Market Price of the Common Stock plus the product
      of
      (x)
      the
      Current Market Price of the Warrants and (y)
      the
      number of shares of Common Stock underlying the Warrants included in one Unit.
      The “Current
      Market Price”
shall
      mean (i) if the Common Stock (or Warrants, as the case may be) is listed on
      a
      national securities exchange or quoted on the Nasdaq Stock Market or the OTC
      Bulletin Board (or successor exchange), the average of the last sale price
      of
      the Common Stock (or Warrants) in the principal trading market for the Common
      Stock as reported by the exchange, Nasdaq or the OTC Bulletin Board (or
      successor exchange), as the case may be, for the ten trading days ending on
      the
      third business day prior to exercise; (ii) if the Common Stock (or Warrants,
      as
      the case may be) is not listed on a national securities exchange or quoted
      on
      the Nasdaq Stock Market or the OTC Bulletin Board (or successor exchange),
      but
      is traded in the residual over-the-counter market, the closing bid price for
      the
      Common Stock (or Warrants) on the last trading day preceding the date in
      question for which such quotations are reported by the Pink Sheets, LLC or
      similar publisher of such quotations; and (iii) if the fair market value of
      the
      Common Stock cannot be determined pursuant to clause (i) or (ii) above, such
      price as the Board of Directors of the Company shall determine, in good
      faith.

    


    
      
         

      

      
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    2.4 Mechanics
      of Cashless Exercise Conversion Right.
      The
      Cashless Exercise Conversion Right may be exercised by the Holder on any
      business day on or after the Commencement Date and not later than the Expiration
      Date by delivering the Purchase Option with the duly executed exercise form
      attached hereto with the cashless exercise section completed to the Company,
      exercising the Cashless Exercise Conversion Right and specifying the total
      number of Units the Holder will purchase pursuant to such Cashless Exercise
      Conversion Right.

    


    2.5 No
      Cash Settlement.
      Notwithstanding
      anything to the contrary contained in this Purchase Option, under no
      circumstances will the Company be required to net cash settle the exercise
      of
      the Purchase Option or the Warrants underlying the Purchase Option.

    


    2.6 Effective
      Registration Statement.
      The
      Warrants underlying this Purchase Option are exercisable only during those
      periods of time in which the Company maintains the effectiveness of the
      Registration Statement. If the Company fails to maintain the effectiveness
      of
      the Registration Statement, the Warrants underlying this Purchase Option may
      expire worthless.

    


    3. Transfer.

    


    3.1 General
      Restrictions.
      Holder
      agrees that, pursuant to FINRA Rule 2710(g)(1), it will not sell this Purchase
      Option during the Company’s Offering, nor shall such Holder sell, transfer,
      assign, pledge, hypothecate or otherwise dispose of this Purchase Option
      (including the Securities hereunder) or cause this Purchase Option or the
      Securities hereunder to be the subject of any hedging, short sale, derivative,
      put or call transaction that would result in the effective economic disposition
      of this Purchase Option or the Securities hereunder, except as provided for
      in
      FINRA Rule 2710(g)(2).

    


    3.2 Restrictions
      Imposed by the Act.
      The
      Securities evidenced by this Purchase Option shall not be transferred unless
      and
      until (i) the Company has received the opinion of counsel for the Holder that
      the Securities may be transferred pursuant to an exemption from registration
      under the Act and applicable state securities laws, the availability of which
      is
      established to the reasonable satisfaction of the Company (the Company hereby
      agreeing that the opinion of Richardson & Patel LLP shall be deemed
      satisfactory evidence of the availability of an exemption), or (ii) a
      registration statement or a post-effective amendment to the Registration
      Statement relating to such Securities has been filed by the Company and declared
      effective by the Securities and Exchange Commission (the “SEC”)
      and
      compliance with applicable state securities law has been
      established.

    


    
      
         

      

      
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    4. New
      Purchase Options to be Issued.

    


    4.1 Partial
      Exercise or Transfer.
      Subject
      to the restrictions in Section 3 hereof, this Purchase Option may be exercised
      or assigned in whole or in part. In order to make any permitted assignment
      or
      transfer, the Holder must deliver to the Company the assignment form attached
      hereto as Annex II duly executed and completed, together with the Purchase
      Option and payment of all transfer taxes, if any, payable in connection
      therewith. The Company shall within five (5) business days transfer this
      Purchase Option on the books of the Company and shall execute and deliver a
      new
      Purchase Option or Purchase Options of like tenor to the appropriate assignee(s)
      expressly evidencing the right to purchase the aggregate number of Units
      purchasable hereunder or such portion of such number as shall be contemplated
      by
      any such assignment or transfer.

    


    4.2 Lost
      Certificate.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Purchase Option and of reasonably satisfactory
      indemnification or the posting of a bond, the Company shall execute and deliver
      a new Purchase Option of like tenor and date. Any such new Purchase Option
      executed and delivered as a result of such loss, theft, mutilation or
      destruction shall constitute a substitute contractual obligation on the part
      of
      the Company.

    


    5. Registration
      Rights.

    


    5.1 Demand
      Registration.

    


    5.1.1 Grant
      of Right.
      The
      Company, upon written demand (an “Demand
      Notice”)
      of the
      Holder(s) of at least 51% (the “Majority
      Holders”)
      of the
      Purchase Options and/or the underlying Units and/or the underlying Securities,
      agrees to register all or any portion of the Purchase Option and the underlying
      Securities (collectively, the “Registrable
      Securities”)
      as
      requested by the Majority Holders. The Company will file a registration
      statement or a post-effective amendment to the Registration Statement covering
      the Registrable Securities within sixty (60) days after receipt of the Initial
      Demand Notice and use its best efforts to have such registration statement
      or
      post-effective amendment declared effective as soon as possible thereafter,
      subject to compliance with review by the SEC. The demand for registration may
      be
      made at any time during a period of five (5) years beginning on the Effective
      Date. The Company covenants and agrees to give written notice of its receipt
      of
      any Demand Notice by any Holder(s) to all other registered Holders of the
      Purchase Options and/or the Registrable Securities within ten (10) days from
      the
      date of the receipt of any such Demand Notice.

    


    5.1.2 Terms.
      The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the expenses of one legal counsel selected
      by
      the Holders to represent them in connection with the registration of the
      Registrable Securities, but the Holders shall pay any and all underwriting
      commissions. The Company agrees to use its reasonable best efforts to qualify
      or
      register the Registrable Securities in such States as are reasonably requested
      by the Majority Holder(s); provided,
      however,
      that in
      no event shall the Company be required to register the Registrable Securities
      in
      a State in which such registration would cause (i) the Company to be obligated
      to qualify to do business in such State, or would subject the Company to
      taxation as a foreign corporation doing business in such jurisdiction or (ii)
      the principal stockholders of the Company to be obligated to escrow their shares
      of capital stock of the Company. The Company shall cause any registration
      statement or post-effective amendment filed pursuant to the demand rights
      granted under Section 5.1.1 to remain effective for a period of two (2) years
      from the effective date of such registration statement or post-effective
      amendment.

    


    
      
         

      

      
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    5.2 “Piggy-Back”
      Registration.

    


    5.2.1 Grant
      of Right.
      If at
      any time during a period of seven (7) years commencing on the Effective Date
      when there is not an effective registration statement covering all of the
      Registrable Securities, the Company shall determine to prepare and file with
      the
      SEC a registration statement relating to an offering under the Act of any of
      its
      securities, other than pursuant to SEC Form S-4 or S-8 or any equivalent form,
      the Company, upon the request of any Holder, as described below, shall cause
      the
      registration under the Act of the Registrable Securities as part of any such
      registration statement filed by the Company; provided,
      however,
      that
      if, in the written opinion of the Company’s managing underwriter or
      underwriters, if any, for such offering, the inclusion of the Registrable
      Securities, when added to the securities being registered by the Company or
      the
      selling stockholder(s), will exceed the maximum amount of the Company’s
      securities (the “Maximum
      Number of Shares”)
      which
      can be marketed (i) at a price reasonably related to their then current market
      value, and (ii) without materially and adversely affecting the entire offering,
      then the Company shall include in any such registration:

    


    (i) If
      the
      registration is undertaken for the Company’s account: (A) first, the shares of
      Common Stock or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Number of Shares; (B) second, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clause (A), the shares of Common Stock, if any, including the Registrable
      Securities, as to which registration has been requested pursuant to written
      contractual piggy-back registration rights of security holders (pro rata in
      accordance with the number of shares of Common Stock which each such person
      has
      actually requested to be included in such registration, regardless of the number
      of shares of Common Stock with respect to which such persons have the right
      to
      request such inclusion) that can be sold without exceeding the Maximum Number
      of
      Shares; and

    


    (ii) If
      the
      registration is a “demand” registration undertaken at the demand of persons
      other than the holders of Registrable Securities pursuant to written contractual
      arrangements with such persons: (A) first, the shares of Common Stock for the
      account of the demanding persons that can be sold without exceeding the Maximum
      Number of Shares; (B) second, to the extent that the Maximum Number of Shares
      has not been reached under the foregoing clause (A), the shares of Common Stock
      or other securities that the Company desires to sell that can be sold without
      exceeding the Maximum Number of Shares; and (C) third, to the extent that the
      Maximum Number of Shares has not been reached under the foregoing clauses (A)
      and (B), the Registrable Securities as to which registration has been requested
      under this Section 5.2 (pro rata in accordance with the number of shares of
      Registrable Securities held by each such holder); and (D) fourth, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clauses (A), (B) and (C), the shares of Common Stock, if any, as to which
      registration has been requested pursuant to written contractual piggy-back
      registration rights which other shareholders desire to sell that can be sold
      without exceeding the Maximum Number of Shares.

    


    
      
         

      

      
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    5.2.2 Terms.
      The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the reasonable expenses of one legal counsel
      selected by the Holders to represent them in connection with the registration
      of
      the Registrable Securities but the Holders shall pay any and all underwriting
      commissions related to the Registrable Securities. In the event of such a
      proposed registration, the Company shall furnish the then Holders of outstanding
      Registrable Securities with not less than fifteen (15) days’ written notice
      prior to the proposed date of filing of such registration statement. Such notice
      to the Holders shall continue to be given for each applicable registration
      statement filed (during the period in which the Purchase Option is exercisable)
      by the Company until such time as all of the Registrable Securities have been
      registered and sold. The holders of the Registrable Securities shall exercise
      the “piggy-back” rights provided for herein by giving written notice, within ten
      days of the receipt of the Company’s notice of its intention to file a
      registration statement. The Company shall cause any registration statement
      filed
      pursuant to the above “piggyback” rights to remain effective for at least nine
      months from the date that the Holders of the Registrable Securities are first
      given the opportunity to sell all of such securities. The
      Company agrees, at its sole expense, to use its reasonable best efforts to
      qualify or register the Registrable Securities in such States as are reasonably
      requested by the Majority Holder(s); provided,
      however,
      that in
      no event shall the Company be required to register the Registrable Securities
      in
      a State in which such registration would cause (i) the Company to be obligated
      to qualify to do business in such State, or would subject the Company to
      taxation as a foreign corporation doing business in such jurisdiction or (ii)
      the principal stockholders of the Company to be obligated to escrow their shares
      of capital stock of the Company. 

    


    5.3 General
      Terms.

    


    5.3.1 Indemnification.
      The
      Company shall, notwithstanding any termination of this Purchase Option,
      indemnify and hold harmless each Holder, the officers, directors, agents,
      brokers, investment advisors and employees of each of them and each person,
      if
      any, who controls such Holders within the meaning of Section 15 of the Act
      or
      Section 20(a) of the Securities Exchange Act of 1934, as amended (the
“Exchange
      Act”),
      and the
      officers, directors, agents and employees of such controlling person, to the
      fullest extent permitted by applicable law, from and against
      all loss, claim, damage, expense or liability (including all reasonable
      attorneys’ fees and other expenses reasonably incurred in investigating,
      preparing or defending against litigation, commenced or threatened, or any
      claim
      whatsoever whether arising out of any action between the underwriter and the
      Company or between the underwriter and any third party or otherwise) to which
      any of them may become subject under the Act, the Exchange Act or otherwise,
      arising out of or relating to such registration statement filed pursuant to
      this
      Section 5 and any prospectus contained in the registration statement or in
      any
      amendment or supplement thereto, except only to the same extent and with the
      same effect as the provisions pursuant to which the Company has agreed to
      indemnify the underwriters contained in Section 5.1 of the Underwriting
      Agreement between the Company, [Ÿ]
      and the
      other underwriters named therein dated the Effective Date. Each Holder of the
      Registrable Securities to be sold pursuant to such registration statement,
      and
      their successors and assigns, shall severally, and not jointly, indemnify the
      Company, its officers and directors and each person, if any, who controls the
      Company within the meaning of Section 15 of the Act or Section 20(a) of the
      Exchange Act, against all loss, claim, damage, expense or liability (including
      all reasonable attorneys’ fees and other expenses reasonably incurred in
      investigating, preparing or defending against any claim whatsoever) to which
      they may become subject under the Act, the Exchange Act or otherwise, arising
      from information furnished by or on behalf of such Holders, or their successors
      or assigns, in writing, for specific inclusion in such registration statement
      to
      the same extent and with the same effect as the provisions contained in Section
      5.2 of the Underwriting Agreement pursuant to which the underwriters have agreed
      to indemnify the Company.

    


    
      
         

      

      
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    5.3.2 Exercise
      of Purchase Options.
      Nothing
      contained in this Purchase Option shall be construed as requiring any Holder
      to
      exercise their Purchase Options or Warrants underlying such Purchase Options
      prior to or after the filing of any registration statement or the effectiveness
      thereof.

    


    5.3.3 Documents
      Delivered to Holders.
      The
      Company shall furnish [Ÿ],
      as
      representative of the Holders participating in any of the foregoing offerings,
      a
      signed counterpart, addressed to the participating Holders, of (i) an opinion
      of
      counsel to the Company, dated the effective date of such registration statement
      (and, if such registration includes an underwritten public offering, an opinion
      dated the date of the closing under any underwriting agreement related thereto),
      and (ii) a “cold comfort” letter dated the effective date of such registration
      statement (and, if such registration includes an underwritten public offering,
      a
      letter dated the date of the closing under the underwriting agreement) signed
      by
      the independent public accountants who have issued a report on the Company’s
      financial statements included in such registration statement, in each case
      covering substantially the same matters with respect to such registration
      statement (and the prospectus included therein) and, in the case of such
      accountants’ letter, with respect to events subsequent to the date of such
      financial statements, as are customarily covered in opinions of issuer’s counsel
      and in accountants’ letters delivered to underwriters in underwritten public
      offerings of securities. The Company shall also deliver promptly to
      [Ÿ],
      as
      representative of the Holders participating in the offering, the correspondence
      and memoranda described below and copies of all correspondence between the
      Commission and the Company, its counsel or auditors and all memoranda relating
      to discussions with the Commission or its staff with respect to the registration
      statement and permit [Ÿ],
      as
      representative of the Holders, to do such investigation, upon reasonable advance
      notice, with respect to information contained in or omitted from the
      registration statement as it deems reasonably necessary to comply with
      applicable securities laws or rules of the Financial Industry Regulatory
      Authority (the “FINRA”).
      Such
      investigation shall include access to books, records and properties and
      opportunities to discuss the business of the Company with its officers and
      independent auditors, all to such reasonable extent and at such reasonable
      times
      and as often as [Ÿ],
      as
      representative of the Holders, shall reasonably request. The Company shall
      not
      be required to disclose any confidential information or other records to
      [Ÿ],
      as
      representative of the Holders, or to any other person, until and unless such
      persons shall have entered into reasonable confidentiality agreements (in form
      and substance reasonably satisfactory to the Company), with the Company with
      respect thereto.

    


    
      
         

      

      
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    5.3.4 Documents
      to be Delivered by Holder(s).
      Each
      Holder participating in any of the foregoing offerings shall furnish to the
      Company a completed and executed questionnaire provided by the Company
      requesting information customarily sought of selling
      securityholders.

    


    5.3.5 Underwriting
      Agreement.
      The
      Company shall enter into an underwriting agreement with the managing
      underwriter(s), if any, selected by any Holders, whose Registrable Securities
      are being registered pursuant to this Section 5, which managing underwriter
      shall be reasonably acceptable to the Company. Such agreement shall be
      reasonably satisfactory in form and substance to the Company and its legal
      counsel, each Holder and such managing underwriters, and shall contain such
      representations, warranties and covenants by the Company and such other terms
      as
      are customarily contained in agreements of that type used by the managing
      underwriter. The Holders shall be parties to any underwriting agreement relating
      to an underwritten sale of their Registrable Securities and may, at their
      option, require that any or all the representations, warranties and covenants
      of
      the Company to or for the benefit of such underwriters shall also be made to
      and
      for the benefit of such Holders. Such Holders shall not be required to make
      any
      representations or warranties to or agreements with the Company or the
      underwriters except as they may relate to such Holders and their intended
      methods of distribution. Such Holders, however, shall agree to such covenants
      and indemnification and contribution obligations for selling stockholders as
      are
      customarily contained in agreements of that type used by the managing
      underwriter. Further, such Holders shall execute appropriate custody agreements
      and otherwise cooperate fully in the preparation of the registration statement
      and other documents relating to any offering in which they include securities
      pursuant to this Section 5. Each Holder shall also furnish to the Company such
      information regarding itself, the Registrable Securities held by it, and the
      intended method of disposition of such securities as shall be reasonably
      required to effect the registration of the Registrable Securities.

    


    5.3.6 Rule
      144 Sale.
      Notwithstanding anything contained in this Section 5 to the contrary, the
      Company shall have no obligation pursuant to Sections 5.1 or 5.2 for the
      registration of Registrable Securities held by any Holder (i) where such Holder
      would then be entitled to sell under Rule 144 within any three month period
      (or
      such other period prescribed under Rule 144 as may be provided by amendment
      thereof) all of the Registrable Securities held by such Holder, and (ii) where
      the number of Registrable Securities held by such Holder is within the volume
      limitations under paragraph (e) of Rule 144 (calculated as if such Holder were
      an affiliate within the meaning of Rule 144).

    


    5.3.7 Supplemental
      Prospectus.
      Each
      Holder agrees, that upon receipt of any notice from the Company of the happening
      of any event as a result of which the prospectus included in the Registration
      Statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading in light of the circumstances then
      existing, such Holder will immediately discontinue disposition of Registrable
      Securities pursuant to the Registration Statement covering such Registrable
      Securities until such Holder’s receipt of the copies of a supplemental or
      amended prospectus, and, if so desired by the Company, such Holder shall deliver
      to the Company (at the expense of the Company) or destroy (and deliver to the
      Company a certificate of such destruction) all copies, other than permanent
      file
      copies then in such Holder’s possession, of the prospectus covering such
      Registrable Securities current at the time of receipt of such
      notice.

     

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    


    6. Adjustments.

    


    6.1 Adjustments
      to Exercise Price and Number of Securities.
      The
      Exercise Price and the number of Units underlying the Purchase Option shall
      be
      subject to adjustment from time to time as hereinafter set forth:

    


    6.1.1 Stock
      Dividends - Split-Ups.
      If
      after the date hereof, the number of outstanding shares of Common Stock is
      increased by a stock dividend payable in shares of Common Stock or by a split-up
      of shares of Common Stock or other similar event, then, on the effective date
      thereof, the number of shares of Common Stock underlying each of the Units
      purchasable hereunder shall be increased in proportion to such increase in
      outstanding shares. In such case, the number of shares of Common Stock, and
      the
      exercise price applicable thereto, underlying the Warrants underlying each
      of
      the Units purchasable hereunder shall be adjusted in accordance with the terms
      of the Warrants. For example, if the Company declares a two-for-one stock
      dividend and at the time of such dividend this Purchase Option is for the
      purchase of one Unit at $10.00 per whole Unit (each Warrant underlying the
      Units
      is exercisable for $5.00 per share), upon effectiveness of the dividend, this
      Purchase Option will be adjusted to allow for the purchase of one Unit at $10.00
      per Unit, each Unit entitling the holder to receive two shares of Common Stock
      and two Warrants (each Warrant exercisable for $2.50 per share).

    


    6.1.2 Aggregation
      of Shares.
      If
      after the date hereof, the number of outstanding shares of Common Stock is
      decreased by a consolidation, combination or reclassification of shares of
      Common Stock or other similar event, then, on the effective date thereof, the
      number of shares of Common Stock underlying each of the Units purchasable
      hereunder shall be decreased in proportion to such decrease in outstanding
      shares. In such case, the number of shares of Common Stock, and the exercise
      price applicable thereto, underlying the Warrants underlying each of the Units
      purchasable hereunder shall be adjusted in accordance with the terms of the
      Warrants.

    


    6.1.3 Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding shares of Common
      Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or that
      solely affects the par value of such shares of Common Stock, or in the case
      of
      any merger or consolidation of the Company with or into another corporation
      (other than a consolidation or merger in which the Company is the continuing
      corporation and that does not result in any reclassification or reorganization
      of the outstanding shares of Common Stock), or in the case of any sale or
      conveyance to another corporation or entity of the property of the Company
      as an
      entirety or substantially as an entirety in connection with which the Company
      is
      dissolved, the Holder of this Purchase Option shall have the right thereafter
      (until the expiration of the right of exercise of this Purchase Option) to
      receive upon the exercise hereof, for the same aggregate Exercise Price payable
      hereunder immediately prior to such event, the kind and amount of shares of
      stock or other securities or property (including cash) receivable upon such
      reclassification, reorganization, merger or consolidation, or upon a dissolution
      following any such sale or transfer, by a Holder of the number of shares of
      Common Stock of the Company obtainable upon exercise of this Purchase Option
      and
      the underlying Warrants immediately prior to such event; and if any
      reclassification also results in a change in shares of Common Stock covered
      by
      Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections
      6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall
      similarly apply to successive reclassifications, reorganizations, mergers or
      consolidations, sales or other transfers.

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    6.1.4 Changes
      in Form of Purchase Option.
      This
      form of Purchase Option need not be changed because of any change pursuant
      to
      this Section, and the Purchase Options issued after such change may state the
      same Exercise Price and the same number of Units as are stated in the Purchase
      Options initially issued pursuant to this Agreement. The acceptance by any
      Holder of the issuance of new Purchase Options reflecting a required or
      permissive change shall not be deemed to waive any rights to an adjustment
      occurring after the Commencement Date or the computation thereof.

    


    6.2 Substitute
      Purchase Option.
      In case
      of any consolidation of the Company with, or merger of the Company with, or
      merger of the Company into, another corporation (other than a consolidation
      or
      merger which does not result in any reclassification or change of the
      outstanding Common Stock), the corporation formed by such consolidation or
      merger shall execute and deliver to the Holder a supplemental Purchase Option
      providing that the holder of each Purchase Option then outstanding or to be
      outstanding shall have the right thereafter (until the stated expiration of
      such
      Purchase Option) to receive, upon exercise of such Purchase Option, the kind
      and
      amount of shares of stock and other securities and property receivable upon
      such
      consolidation or merger, by a holder of the number of shares of Common Stock
      of
      the Company for which such Purchase Option might have been exercised immediately
      prior to such consolidation, merger, sale or transfer. Such supplemental
      Purchase Option shall provide for adjustments which shall be identical to the
      adjustments provided in Section 6. The above provision of this Section shall
      similarly apply to successive consolidations or mergers.

    


    6.3 Elimination
      of Fractional Interests.
      The
      Company shall not be required to issue certificates representing fractions
      of
      shares of Common Stock or Warrants upon the exercise of the Purchase Option,
      nor
      shall it be required to issue scrip or pay cash in lieu of any fractional
      interests, it being the intent of the parties that all fractional interests
      shall be eliminated by rounding any fraction up or down to the nearest whole
      number of Warrants, shares of Common Stock or other securities, properties
      or
      rights.

    


    7. Reservation
      and Listing.
      The
      Company shall at all times reserve and keep available out of its authorized
      shares of Common Stock, solely for the purpose of issuance upon exercise of
      the
      Purchase Options or the Warrants underlying the Purchase Option, such number
      of
      shares of Common Stock or other securities, properties or rights as shall be
      issuable upon the exercise thereof. The Company covenants and agrees that,
      upon
      exercise of the Purchase Options and payment of the Exercise Price therefor,
      all
      shares of Common Stock and other securities issuable upon such exercise shall
      be
      duly and validly issued, fully paid and non-assessable and not subject to
      preemptive rights of any stockholder. The Company further covenants and agrees
      that upon exercise of the Warrants underlying the Purchase Options and payment
      of the respective Warrant exercise price therefor, all shares of Common Stock
      and other securities issuable upon such exercise shall be duly and validly
      issued, fully paid and non-assessable and not subject to preemptive rights
      of
      any stockholder. As long as the Purchase Options shall be outstanding, the
      Company shall use its best efforts to cause all (i) Units and shares of Common
      Stock issuable upon exercise of the Purchase Options, (ii) Warrants issuable
      upon exercise of the Purchase Options, and (iii) shares of Common Stock issuable
      upon exercise of the Warrants included in the Units issuable upon exercise
      of
      the Purchase Option to be listed (subject to official notice of issuance) on
      all
      securities exchanges (or, if applicable on the Nasdaq Stock or the OTC Bulletin
      Board or any successor trading market) on which the Units, the Common Stock
      or
      the Warrants may then be listed and/or quoted.

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    8. Certain
      Notice Requirements.

    


    8.1 Holder’s
      Right to Receive Notice.
      Nothing
      herein shall be construed as conferring upon the Holders the right to vote
      or
      consent as a stockholder for the election of directors or any other matter,
      or
      as having any rights whatsoever as a stockholder of the Company. If, however,
      at
      any time prior to the expiration of the Purchase Options and their exercise,
      any
      of the events described in Section 8.2 shall occur, then, in one or more of
      said
      events, the Company shall give written notice of such event at least fifteen
      (15) days prior to the date fixed as a record date or the date of closing the
      transfer books for the determination of the stockholders entitled to such
      dividend, distribution, conversion or exchange of securities or subscription
      rights, or entitled to vote on such proposed dissolution, liquidation, winding
      up or sale. Such notice shall specify such record date or the date of the
      closing of the transfer books, as the case may be. Notwithstanding the
      foregoing, the Company shall deliver to each Holder a copy of each notice given
      to the other stockholders of the Company at the same time and in the same manner
      that such notice is given to the stockholders.

    


    8.2 Events
      Requiring Notice.
      The
      Company shall be required to give the notice described in this Section 8 upon
      one or more of the following events: (i) if the Company shall take a record
      of
      the holders of its shares of Common Stock for the purpose of entitling them
      to
      receive a dividend or distribution, or (ii) the Company shall offer to all
      the
      holders of its Common Stock any additional shares of capital stock of the
      Company or securities convertible into, exercisable for or exchangeable for
      shares of capital stock of the Company, or any option, right or warrant to
      subscribe therefor, or (iii) a dissolution, liquidation or winding up of the
      Company (other than in connection with a consolidation or merger) or a sale
      of
      all or substantially all of its property, assets and business or a merger of
      the
      Company wherein the separate existence of the Company shall cease shall be
      proposed.

    


    8.3 Notice
      of Change in Exercise Price.
      The
      Company shall, promptly after an event requiring a change in the Exercise Price
      pursuant to Section 6 hereof, send notice to the Holders of such event and
      change (a “Price
      Notice”).
      The
      Price Notice shall describe the event causing the change and the method of
      calculating same and shall be certified as being true and accurate by the
      Company’s President and Chief Financial Officer.

    


     

    8.4 Transmittal
      of Notices.
      All
      notices, requests, consents and other communications under this Purchase Option
      shall be in writing and shall be deemed to have been duly made when hand
      delivered, mailed by express mail or private courier service, or sent by
      facsimile transmission, with confirmation of receipt: (i) If to the registered
      Holder of the Purchase Option, to the address and/or fax number of such Holder
      as shown on the books of the Company, or (ii) if to the Company, to the
      following address or fax number or to such other address or and fax number
      as
      the Company may designate by notice to the Holders:

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    BBV
      Vietnam S.E.A. Corp.

    61
      Hue
      Lane

    Hai
      Ba
      Trung District

    Hanoi,
      Vietnam

    Attn.:
      Eric Zachs, President

    Fax:
      [Ÿ]

    


    9. Miscellaneous.

    


    9.1 Amendments.
      The
      Company and [Ÿ]
      may
      from time to time supplement or amend this Purchase Option without the approval
      of any of the Holders in order to cure any ambiguity, to correct or supplement
      any provision contained herein that may be defective or inconsistent with any
      other provisions herein, or to make any other provisions in regard to matters
      or
      questions arising hereunder that the Company and [Ÿ]
      may
      deem necessary or desirable and that the Company and [Ÿ]
      deem
      shall not adversely affect the interest of the Holders. All other modifications
      or amendments shall require the written consent of and be signed by the party
      against whom enforcement of the modification or amendment is
      sought.

    


    9.2 Headings.
      The
      headings contained herein are for the sole purpose of convenience of reference,
      and shall not in any way limit or affect the meaning or interpretation of any
      of
      the terms or provisions of this Purchase Option.

    


    9.3. Entire
      Agreement.
      This
      Purchase Option (together with the other agreements and documents being
      delivered pursuant to or in connection with this Purchase Option) constitutes
      the entire agreement of the parties hereto with respect to the subject matter
      hereof, and supersedes all prior agreements and understandings of the parties,
      oral and written, with respect to the subject matter hereof.

    


    9.4 Binding
      Effect.
      This
      Purchase Option shall inure solely to the benefit of and shall be binding upon,
      the Holder and the Company and their permitted assignees, respective successors,
      legal representative and assigns, and no other person shall have or be construed
      to have any legal or equitable right, remedy or claim under or in respect of
      or
      by virtue of this Purchase Option or any provisions herein
      contained.

    


    9.5 Governing
      Law; Submission to Jurisdiction.
      This
      Purchase Option shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflict of
      laws. Each of the Company and [Ÿ]
      agree
      that any action, proceeding or claim against it arising out of, or relating
      in
      any way to this Purchase Option shall be brought and enforced in the courts
      of
      the State of New York located in New York County or of the United States of
      America for the Southern District of New York, and irrevocably submits to such
      jurisdiction, which jurisdiction shall be exclusive. Each of the Company and
      [Ÿ]
      hereby
      waives any objection to such exclusive jurisdiction and that such courts
      represent an inconvenient forum. Any process or summons to be served upon the
      Company may be served by transmitting a copy thereof by registered or certified
      mail, return receipt requested, postage prepaid, addressed to it at the address
      set forth in Section 8 hereof. Such mailing shall be deemed personal service
      and
      shall be legal and binding upon the Company in any action, proceeding or claim.
      The Company and the Holder agree that the prevailing party(ies) in any such
      action shall be entitled to recover from the other party(ies) all of its
      reasonable attorneys’ fees and expenses relating to such action or proceeding
      and/or incurred in connection with the preparation therefor.

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    9.6 Waiver,
      Etc.
      The
      failure of the Company or the Holder to at any time enforce any of the
      provisions of this Purchase Option shall not be deemed or construed to be a
      waiver of any such provision, nor to in any way affect the validity of this
      Purchase Option or any provision hereof or the right of the Company or any
      Holder to thereafter enforce each and every provision of this Purchase Option.
      No waiver of any breach, non-compliance or non-fulfillment of any of the
      provisions of this Purchase Option shall be effective unless set forth in a
      written instrument executed by the party or parties against whom or which
      enforcement of such waiver is sought; and no waiver of any such breach,
      non-compliance or non-fulfillment shall be construed or deemed to be a waiver
      of
      any other or subsequent breach, non-compliance or non-fulfillment.

    


    9.7 Execution.
      It is
      agreed that deliver of the Company’s signature hereon by facsimile, email/.pdf
      or other electronic method of delivery shall constitute a valid signature and
      delivery.

    


    9.8 Exchange
      Agreement.
      As a
      condition of the Holder’s receipt and acceptance of this Purchase Option, Holder
      agrees that, at any time prior to the complete exercise of this Purchase Option
      by Holder, if the Company and [Ÿ]
      enter
      into an agreement (an “Exchange
      Agreement”)
      pursuant to which they agree that all outstanding Purchase Options will be
      exchanged for securities or cash or a combination of both, then Holder shall
      agree to such exchange and become a party to the Exchange
      Agreement.

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    



    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      Company has caused this Purchase Option to be signed by its duly authorized
      officer as of the [Ÿ]th
      day
      of [Ÿ],
      2007.

    


    


    BBV
      VIETNAM S.E.A. ACQUISITION CORP.

    


    


    By:
      _________________________________

    Name:
      

    Title:
      

    



    
      
        
          


        

         

      

      
        15

        
          

        

      

      
         

        
        

      

    



    Annex
      I

    


    Form
      to
      be used to exercise Purchase Option

    


    BBV
      VIETNAM S.E.A. ACQUISITION CORP.

    


    Date:
      [Ÿ],
      200[Ÿ]

    


    The
      undersigned hereby elects irrevocably to exercise all or a portion of the within
      Purchase Option and to purchase [Ÿ]
      Units
      of BBV Vietnam S.E.A. Acquisition Corp. and hereby makes payment of
      $[Ÿ]
      (at the
      rate of $[Ÿ]
      per
      Unit) in payment of the Exercise Price pursuant thereto. Please issue the Common
      Stock and Warrants as to which this Purchase Option is exercised in accordance
      with the instructions given below.

    


    or

    


    The
      undersigned hereby elects irrevocably to convert its right to purchase
      [Ÿ]
      Units
      purchasable under the within Purchase Option by surrender of the unexercised
      portion of the attached Purchase Option (with a “Value” of $[Ÿ]
      based
      on a “Current Market Value” of $[Ÿ]
      and a
“Current Market Price” of $[Ÿ]).
      Please issue the securities comprising the Units as to which this Purchase
      Option is exercised in accordance with the instructions given
      below.

    


    ________________________

    Signature

    


    ________________________

    Signature
      Guaranteed

    


    


    INSTRUCTIONS
      FOR REGISTRATION OF SECURITIES

    


    


    Name_____________________________________________________________

    (Print
      in
      Block Letters)

    


    Address__________________________________________________________

    


    


    NOTICE:
      THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
      FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR
      ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER
      THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON
      A
      REGISTERED NATIONAL SECURITIES EXCHANGE.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Annex
      II

    


    Form
      to
      be used to assign Purchase Option

    


    


    ASSIGNMENT

    


    


    (To
      be
      executed by the registered Holder to effect a transfer of the within Purchase
      Option):

    


    FOR
      VALUE RECEIVED,
      [Ÿ]
      does
      hereby sell, assign and transfer unto [Ÿ]
      the
      right to purchase [Ÿ]
      Units
      of BBV Vietnam S.E.A. Acquisition Corp. (the “Company”)
      evidenced by the within Purchase Option and does hereby authorize the Company
      to
      transfer such right on the books of the Company.

    


    Dated:
      [Ÿ],
      200[Ÿ]

    


    


    ______________________

    Signature

    


    


    ______________________

    Signature
      Guaranteed

    


    


    


    NOTICE:
      THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
      FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR
      ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER
      THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON
      A
      REGISTERED NATIONAL SECURITIES EXCHANGE.