Exhibit
      4.4

     

    FORM OF FOUNDER
      WARRANT PURCHASE AGREEMENT

     

    FOUNDER
      WARRANT PURCHASE AGREEMENT (this “Agreement”)
      made
      as of this [•]
      day of
      [•],
      2007
      among BBV Vietnam S.E.A. Acquisition Corp., a Marshall Island corporation (the
      “Company”)
      and
      the undersigned (the “Purchasers”).

     

    WHEREAS,
      the Company has filed with the Securities and Exchange Commission (the
“SEC”)
      a
      registration statement on Form S-1 (File No. 333-146829) (as amended, the
“Registration
      Statement”),
      in
      connection with the Company’s initial public offering (the “IPO”)
      of
      4,500,000 units (or 5,175,000 units, if the underwriters’ over-allotment option
      is exercised in full) (the “Units”),
      each
      Unit consisting of one share of the Company’s common stock, $.0001 par value
      (the “Common
      Stock”),
      and
      (ii) one warrant (the “Warrant”),
      each
      warrant to purchase one share of Common Stock;

     

    WHEREAS,
      immediately prior to the consummation of the IPO, the Company desires to sell,
      in a private placement to the Purchasers (the “Placement”),
      an
      aggregate of 1,017,857 warrants (the “Founder
      Warrants”)
      substantially identical to the Warrants being issued in the IPO as part of
      the
      Units, pursuant to the terms and conditions hereof and as set forth in the
      Registration Statement, except that the Founder Warrants to be issued in the
      Placement (i) shall not be registered under the Securities Act of 1933, as
      amended (the “Securities
      Act”),
      (ii)
      will be non-redeemable so long as the Purchasers (or their permitted
      transferees) hold such Warrants, (iii) shall be exercised on a cashless basis
      so
      long as the Purchasers (or their permitted transferees) hold such Founder
      Warrants and, (iv) subject to certain limited exceptions, the Founder Warrants
      are not transferable until they are released from escrow, which will only be
      after the consummation of a business combination;

     

    WHEREAS,
      each Purchaser desires to acquire the number of Founder Warrants set forth
      opposite his name on Schedule
      A
      hereto;


     

    WHEREAS,
      except as provided herein, the Founder Warrants shall be governed by the Warrant
      Agreement filed as an exhibit to the Registration Statement; and

     

    WHEREAS,
      the Purchasers are entitled to registration rights with respect to the Founder
      Warrants and the Common Stock underlying the Founder Warrants (the “Underlying
      Shares”)
      on the
      terms set forth that certain Registration Rights Agreement, dated the date
      hereof, by and among the Company and the investors listed on the signature
      page
      thereto.

     

    NOW,
      THEREFORE, for and in consideration of the premises and the mutual covenants
      hereinafter set forth, the parties hereto do hereby agree as
      follows:

     

    1. Authorization
      of the Founder Warrants.
      The
      Company has duly authorized the issuance and sale of the Founder Warrants to
      the
      Purchasers.

     

    2. Purchase
      of Founder Warrants.
      The
      Purchasers hereby agree to purchase an aggregate of 1,017,875 Founder Warrants
      at a purchase price of $1.40 per Founder Warrant, for an aggregate of $1,425,025
      (the “Purchase
      Price”).
      Such
      Purchase Price shall be paid for with funds derived directly from such
      Purchasers in the names and amounts set forth on Schedule
      A
      hereto.
      On the Closing Date, as defined below, upon payment by the Purchasers of the
      aggregate Purchase Price by wire of immediately available funds to the Company,
      the Company shall deliver certificates evidencing the Founder Warrants duly
      registered in each Purchaser’s name to each respective Purchaser.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Closing.
      The
      closing of the purchase and sale of the Founder Warrants (the “Closing”)
      will
      take place at such time and place as the parties may agree (the “Closing
      Date”),
      but
      in no event later than the effective date of the Registration Statement (the
      “Effective
      Date”)
      of the
      IPO. On or prior to the Effective Date, the Purchasers shall pay the Purchase
      Price by wire transfer of funds to the trust account at JP Morgan Chase Bank,
      maintained by Continental Stock Transfer & Trust Company, acting as trustee
      (the “Trust
      Account”).
      The
      certificates for the Founder Warrants shall be delivered to the Purchasers
      promptly after the payment of the Purchase Price.

     

    4.  Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby represents and warrants to the Company that:

     

    4.1 The
      execution and delivery by the Purchasers of this Agreement and the fulfillment
      of and compliance with the respective terms hereof by the Purchasers do not
      and
      shall not, as of the Closing Date, conflict with or result in a breach of the
      terms, conditions or provisions of any other agreement, instrument, order,
      judgment or decree to which the Purchasers are subject.

     

    4.2 The
      Purchaser is an “accredited investor” as that term is defined in Rule 501 of
      Regulation D promulgated under the Securities Act.

     

    4.3 The
      Founder Warrants are being acquired for the Purchaser’s own account, only for
      investment purposes and not with a view to, or for resale in connection with,
      any distribution or public offering thereof within the meaning of the Securities
      Act.

     

    4.4 The
      Purchaser has the full right, power and authority to enter into this Agreement
      and this Agreement is a valid and legally binding obligation of the Purchaser,
      enforceable against the Purchaser in accordance with its terms.

     

    4.5 The
      Purchasers understand that no United States federal or state agency or any
      other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the securities or the fairness or suitability of the investment
      in the securities nor have such authorities passed upon or endorsed the merits
      of the offering of the securities.

     

    5. Registration
      Rights.
      The
      Purchasers shall have registration rights with respect to the Founder Warrants
      and the Underlying Shares pursuant to that certain Registration Rights
      Agreement, dated as of the date hereof, by and among the Company and the
      investors listed on the signature page thereto.

     

    6. Waiver
      of Claims Against Trust Account.
      The
      Purchaser hereby waives any and all right, title, interest or claim of any
      kind
      in or to any distributions from the Trust Account with respect to any shares
      of
      Common Stock acquired by the Purchaser in connection with the exercise of the
      Founder Warrants purchased hereby pursuant to this Agreement (“Claim”)
      and
      hereby waives any Claim the undersigned may have in the future as a result
      of,
      or arising out of, any contracts or agreements with the Company and will not
      seek recourse against the Trust Account for any reason whatsoever.

     

    7. Waiver
      and Indemnification.
      The
      Purchasers hereby waive any and all rights to assert any present or future
      claims, including any right of rescission, against the Company or the
      underwriters in the IPO with respect to their purchase of the Founder Warrants,
      and each Purchaser agrees jointly and severally to indemnify and hold the
      Company and the underwriters in the IPO harmless from all losses, damages or
      expenses that relate to claims or proceedings brought against the Company or
      such underwriters by Purchasers of the Founder Warrants.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    8. Counterparts;
      Facsimile.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and all of which taken together
      shall
      constitute one and the same instrument. This Agreement or any counterpart may
      be
      executed via facsimile transmission, and any such executed facsimile copy shall
      be treated as an original.

     

    9. Governing
      Law.
      This
      Agreement shall for all purposes be deemed to be made under and shall be
      construed in accordance with the laws of the State of New York. Each of the
      parties hereby agrees that any action, proceeding or claim against it 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. Each of the parties hereby waives any
      objection to such exclusive jurisdiction and that such courts represent an
      inconvenient forum.

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the
      [•]
      day of
      [•],
      2008.

     

    
      	 	
              BBV
                VIETNAM S.E.A. ACQUISITION CORP.

            
	 	 
	 	 
	 	
              By:

            	                
                        
	 	 	Eric
              M. Zachs, President
	 	
            
	 	 
	 	
              PURCHASERS:

            
	 	 
	 	               
              
	 	
              Eric
                M. Zachs

            
	 	 
	 	          
              
	 	
              Robert
                H.J. Lee

            
	 	 
	 	             
              
	 	
              Eliezer
                R. Katz

            
	 	 


    

     

    [Signature
      page to Founder Warrant Purchase Agreement]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

     

    PURCHASERS

     

    
      	
              Purchaser

            	
              Purchase
                Price

            	
              Number
                of Founder Warrants

            
	
               

              Eric
                M. Zachs

            	 	 
	
               

              Robert
                H.J. Lee

            	 	 
	
               

              Eliezer
                R. Katz

            	 	 


    

     

    

       

      SCH-A-1