Exhibit
      4.5

     

    FORM OF WARRANT
      AGREEMENT

     

    WARRANT
      AGREEMENT (this “Warrant
      Agreement”)
      dated
      as
      of [•],
      2007,
      by and
      between BBV Vietnam S.E.A. Acquisition Corp., a Marshall Islands corporation,
      with offices at 40 Woodland Street, Hartford, CT 06105 (the “Company”),
      and
      Continental Stock Transfer & Trust Company, a New York corporation, with
      offices at 17 Battery Place, New York, New York 10004 (the “Warrant
      Agent”).

     

    WHEREAS,
      the Company has received a binding commitment from Eric M. Zachs, Robert H.J.
      Lee and Eliezer Katz (each, a “Founder”)
      to
      purchase an aggregate of 1,017,857 warrants (the “Founder
      Warrants”);
      

     

    WHEREAS,
      the Company is engaged in a public offering (the “Public
      Offering”)
      of its
      units (the “Units”)
      and,
      in connection therewith, has determined to issue and deliver up to 4,500,000
      warrants to public investors (the “Public
      Warrants”
and,
      together with the Founder Warrants, the “Warrants”),
      each
      of such Warrants evidencing the right of the holder thereof to purchase one
      share of common stock, par value $0.0001 per share, of the Company (the
“Common
      Stock”)
      at an
      exercise price of $5.00 per share, subject to adjustments as described herein;
      

     

    WHEREAS,
      the Company has filed with the Securities and Exchange Commission a registration
      statement on Form S-1, No. 333-146829 (the
      “Registration
      Statement”),
      for
      the registration, under the Securities Act of 1933, as amended (the
“Act”),
      of,
      among other securities, the Public Warrants and the Common Stock issuable upon
      exercise of the Public Warrants;

     

    WHEREAS,
      the Company desires that the Warrant Agent act on behalf of the Company, and
      the
      Warrant Agent is willing to so act, in connection with the issuance,
      registration, transfer, exchange, redemption and exercise of the Warrants;
      

     

    WHEREAS,
      the Company desires to provide for the form and provisions of the Warrants,
      the
      terms upon which they shall be issued and exercised, and the respective rights,
      limitation of rights and immunities of the Company, the Warrant Agent and the
      holders of the Warrants; and

     

    WHEREAS,
      all acts and things have been done and performed which are necessary to make
      the
      Warrants, when executed on behalf of the Company and countersigned by or on
      behalf of the Warrant Agent, as provided herein, the valid, binding and legal
      obligations of the Company, and to authorize the execution and delivery of
      this
      Warrant Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual agreements herein contained, the
      parties hereto agree as follows:

     

    1. Appointment
      of Warrant Agent.
      The
      Company hereby appoints the Warrant Agent to act as agent
      for the
      Company for the Warrants, and the Warrant Agent hereby accepts such appointment
      and agrees to perform the same in accordance with the terms and conditions
      set
      forth in this Agreement.

     

    2. Warrants.

     

    2.1 Form
      of Public Warrant.
      Each
      Public Warrant shall be issued in registered form only, shall be in
      substantially the form of Exhibit
      A
      hereto,
      the provisions of which are incorporated herein, and shall be signed by, or
      bear
      the facsimile signature of, the Chairman of the Board, the Chief Executive
      Officer or the President, and the Treasurer, Secretary or Assistant Secretary
      of
      the Company, and shall bear a facsimile of the Company’s seal. In the event the
      person whose facsimile signature has been placed upon any Public Warrant shall
      have ceased to serve in the capacity in which such person signed the Public
      Warrant before such Public Warrant is issued, it may be issued with the same
      effect as if he or she had not ceased to be such at the date of
      issuance.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.2 Form
      of Founder Warrant.
      The
      Founder Warrants will be issued in the same form as the Public Warrants except
      that the Founder Warrants, (i) subject to certain limited exceptions described
      below, will not be transferable or salable until they are released from escrow,
      which will not occur until the later of (a) one year after the date of the
      final
      prospectus included in the Registration Statement and (b) sixty days after
      the
      consummation of the Company’s initial Business Combination (as defined below),
      (ii) will be exercisable on a cashless basis in accordance with Section 3.3.1(b)
      hereof, (iii) will not be redeemable by the Company so long as they are still
      held by the Founder or its permitted transferees, as describe below, and (iv)
      may be exercised for unregistered shares so long as a registration statement
      relating to the Common Stock issuable upon exercise of the warrants is not
      effective and current. 

     

    Prior
      to
      their release from escrow, the Founder Warrants may only be transferred to
      (i)
      the Company’s directors, officers or employees, or their affiliates, or (ii) to
      family members and trusts of permitted assignees for estate planning purposes
      or, upon the death of any such person, to an estate or beneficiaries of
      permitted assignees. In each case, such transferees will be subject to the
      same
      transfer restrictions as the Founder until after the Company completes its
      initial Business Combination.

     

    2.3 Effect
      of Countersignature.
      Unless
      and until countersigned by the Warrant Agent pursuant to this Agreement, a
      Warrant shall be invalid and of no effect and may not be exercised by the holder
      thereof.

     

    2.4 Registration.

     

    2.4.1 Warrant
      Register.
      The
      Warrant Agent shall maintain books (the “Warrant
      Register”),
      for
      the registration of the original issuance and transfers of the Warrants. Upon
      the initial issuance of the Warrants, the Warrant Agent shall issue and register
      the Warrants in the names of the respective holders thereof in such
      denominations and otherwise, in accordance with instructions delivered to the
      Warrant Agent by the Company.

     

    2.4.2 Registered
      Holder.
      Prior
      to due presentment for registration of transfer of any Warrant, the Company
      and
      the Warrant Agent may deem and treat the person in whose name such Warrant
      shall
      be registered upon the Warrant Register (the “registered
      holder”)
      as the
      absolute owner of such Warrant and of each Warrant represented thereby
      (notwithstanding any notation of ownership or other writing on the warrant
      certificate made by anyone other than the Company or the Warrant Agent), for
      the
      purpose of any exercise thereof, and for all other purposes, and neither the
      Company nor the Warrant Agent shall be affected by any notice to the
      contrary.

     

    2.5 Detachability
      of Public Warrants.
      The
      securities comprising the Units will not be separately transferable until the
      10th business day following the earlier to occur of: (i) the underwriters’
exercise of their over-allotment option in full, or (ii) the expiration of
      the
      underwriters’ over-allotment option. In no event will the Company allow separate
      trading of the securities comprising the Units until the Company files a Current
      Report on Form 8-K, including an audited balance sheet that reflects the receipt
      by the Company of the gross proceeds of the Public Offering, and, if the
      over-allotment option is exercised on the effective date of the Registration
      Statement, the proceeds received by the Company from the exercise of the
      underwriters’ over-allotment option.

     

    
      
        
        

      

      
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    3. Terms
      and Exercise of Warrants.

     

    3.1 Warrant
      Price.
      Each
      Warrant shall, when countersigned by the Warrant Agent, entitle the registered
      holder thereof, subject to the provisions of such Warrant and of this Warrant
      Agreement, to purchase from the Company the number of shares of Common Stock
      stated therein, at the price of $5.00 per whole share, subject to the
      adjustments provided in Section 4 hereof and in the last sentence of this
      Section 3.1. The term “Warrant
      Price”
as
      used
      in this Warrant Agreement refers to the price per share at which Common Stock
      may be purchased at the time a Warrant is exercised. The Company, in its sole
      discretion, may lower the Warrant Price at any time prior to the Expiration
      Date; provided,
      however,
      that
      any such reduction shall apply equally to all of the Warrants and, provided
      further, that any reduction in the Warrant Price must remain in effect for
      at
      least twenty (20) business days.

     

    3.2 Duration
      of Warrants.
      A
      Warrant may be exercised only during the period (“Exercise
      Period”)
      commencing on the later of (i) the consummation by the Company of a merger,
      capital stock exchange, asset acquisition, stock purchase or other similar
      business combination, as described more fully in the Company’s Registration
      Statement (a “Business
      Combination”)
      and
      (ii) [●], 2008 [one
      year from the date of the prospectus],
      and
      terminating at 5:00 p.m., New York City time on the earlier to occur of (x)
      [●],
      2011 [four
      years from the date of the prospectus],
      or (y)
      the date fixed for redemption of the Warrants, if any, as provided in
      Section 6 of this Agreement (the “Expiration
      Date”).
      Except with respect to the right to receive the Redemption Price (as set forth
      in Section 6 hereunder), each Warrant not exercised on or before the
      Expiration Date shall become void, and all rights thereunder and all rights
      in
      respect thereof under this Agreement shall cease at 5:00 p.m. New York City
      time
      on the Expiration Date. The Company in its sole discretion may extend the
      duration of the Warrants by delaying the Expiration Date.

     

    3.3 Exercise
      of Warrants.

     

    3.3.1 Payment.
      Subject
      to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
      countersigned by the Warrant Agent, may be exercised by the registered holder
      thereof by surrendering it, at the office of the Warrant Agent, or at the office
      of its successor as Warrant Agent, in the Borough of Manhattan, City and State
      of New York, with the subscription form, as set forth in the Warrant, duly
      executed, and by paying in full the Warrant Price for each full share of Common
      Stock as to which the Warrant is exercised and any and all applicable taxes
      due
      in connection with the exercise of the Warrant, as follows:

     

    (a) in
      cash,
      good certified check or good bank draft payable to the order of the Company
      (or
      as otherwise agreed to by the Company); or

     

    (b) with
      respect to any Founder Warrants, provided such Founders Warrant is held by
      the
      original purchaser or its permitted assignees, by surrendering such Founder
      Warrants for that number of shares of Common Stock equal to the quotient
      obtained by dividing (x) the product of the number of shares of Common Stock
      underlying the Founder Warrants, multiplied by the difference between the
      Warrant Price and the Fair Market Value (as defined below) by (y) the Fair
      Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair
      Market Value”
shall
      mean the average reported last sale price of the Common Stock for the five
      trading days ending on the trading day prior to the date on which the Founder
      Warrants are exercised.

     

    
      
        
        

      

      
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    3.3.2 Issuance
      of Certificates.
      As soon
      as practicable after the exercise of any Warrant and the clearance of the funds
      in payment of the Warrant Price, the Company shall issue to the registered
      holder of such Warrant a certificate or certificates for the number of full
      shares of Common Stock to which he, she or it is entitled, registered in such
      name or names as may be directed by him, her or it, and if such Warrant shall
      not have been exercised in full, a new countersigned Warrant for the number
      of
      shares as to which such Warrant shall not have been exercised. Notwithstanding
      the foregoing, the Company shall not be obligated to deliver any securities
      pursuant to the exercise of a Public Warrant and shall have no obligation to
      settle such Public Warrant exercise unless a registration statement under the
      Act with respect to the Common Stock is effective and a prospectus thereunder
      relating to the securities to be issued is current, subject to the Company’s
      satisfying its obligations under Section 7.4 to use its best efforts. In the
      event that a registration statement with respect to the Common Stock underlying
      a Public Warrant is not effective under the Act, the holder of such Public
      Warrant shall not be entitled to exercise such Warrant and such Warrant may
      have
      no value and expire worthless. In no event will the Company be required to
      net
      cash settle the Warrant exercise. Public Warrants may not be exercised by any
      registered holder in any state in which such exercise would be unlawful. The
      shares of Common Stock issuable upon exercise of Founder Warrants shall be
      unregistered shares. 

     

    3.3.3 Valid
      Issuance.
      All
      shares of Common Stock issued upon the proper exercise or, if applicable,
      surrender of a Warrant in conformity with this Agreement shall be validly
      issued, fully paid and non-assessable.

     

    3.3.4 Date
      of Issuance.
      Each
      person or entity in whose name any such certificate for shares of Common Stock
      is issued shall, for all purposes, be deemed to have become the holder of record
      of such shares on the date on which the Warrant was surrendered and payment
      of
      the Warrant Price was made, irrespective of the date of delivery of such
      certificate, except that, if the date of such surrender and payment is a date
      when the stock transfer books of the Company are closed, such person or entity
      shall be deemed to have become the holder of such shares at the close of
      business on the next succeeding date on which the stock transfer books are
      open.

     

    4. Adjustments.

     

    4.1 Stock
      Dividends - Split-Ups.
      If,
      after the date hereof, and subject to the provisions of Section 4.6 below,
      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 of such stock
      dividend, split-up or similar event, the number of shares of Common Stock
      issuable on exercise of each Warrant shall be increased in proportion to such
      increase in outstanding shares of Common Stock.

     

    4.2 Aggregation
      of Shares.
      If,
      after the date hereof, and subject to the provisions of Section 4.6, the
      number of outstanding shares of Common Stock is decreased by a consolidation,
      combination, reverse stock split or reclassification of shares of Common Stock
      or other similar event, then, on the effective date of such consolidation,
      combination, reverse stock split, reclassification or similar event, the number
      of shares of Common Stock issuable on exercise of each Warrant shall be
      decreased in proportion to such decrease in outstanding shares of Common
      Stock.

     

    4.3 Adjustments
      in Warrant Price.
      Whenever the number of shares of Common Stock purchasable upon the exercise
      of
      the Warrants is adjusted, as provided in Sections 4.1 and 4.2 above, the
      Warrant Price shall be adjusted (to the nearest cent) by multiplying such
      Warrant Price, immediately prior to such adjustment, by a fraction, (i) the
      numerator of which shall be the number of shares of Common Stock purchasable
      upon the exercise of the Warrants immediately prior to such adjustment, and
      (ii)
      the denominator of which shall be the number of shares of Common Stock so
      purchasable immediately thereafter.

     

    
      
        
        

      

      
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    4.4 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 Sections 4.1 or 4.2 hereof or one
      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 assets or other
      property of the Company as an entirety or substantially as an entirety, in
      connection with which the Company is dissolved, the Warrant holders shall
      thereafter have the right to purchase and receive, upon the basis and upon
      the
      terms and conditions specified in the Warrants and in lieu of the shares of
      Common Stock of the Company immediately theretofore purchasable and receivable
      upon the exercise of the rights represented thereby, 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, that the Warrant holder would
      have received if such Warrant holder had exercised his, her or its Warrant(s)
      immediately prior to such event; and if any reclassification also results in
      a
      change in shares of Common Stock covered by Sections 4.1 or 4.2, then such
      adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this
      Section 4.4. The provisions of this Section 4.4 shall similarly apply
      to successive reclassifications, reorganizations, mergers or consolidations,
      sales or other transfers.

     

    4.5 Notices
      of Changes in Warrant.
      Upon
      every adjustment of the Warrant Price or the number of shares issuable upon
      exercise of a Warrant, the Company shall give written notice thereof to the
      Warrant Agent, which notice shall state the Warrant Price resulting from such
      adjustment and the increase or decrease, if any, in the number of shares
      purchasable at such price upon the exercise of a Warrant, setting forth in
      reasonable detail the method of calculation and the facts upon which such
      calculation is based. Upon the occurrence of any event specified in Sections
      4.1, 4.2, 4.3 or 4.4, the Company shall give written notice to each Warrant
      holder, at the last address set forth for such holder in the Warrant Register,
      of the record date or the effective date of the event. Failure to give such
      notice, or any defect therein, shall not affect the legality or validity of
      such
      event.

     

    4.6 No
      Fractional Shares.
      Notwithstanding any provision contained in this Warrant Agreement to the
      contrary, the Company shall not issue fractional shares upon exercise of
      Warrants. If, by reason of any adjustment made pursuant to this Section 4,
      the holder of any Warrant would be entitled, upon the exercise of such Warrant,
      to receive a fractional interest in a share, the Company shall, upon such
      exercise, round up or down to the nearest whole number the number of the shares
      of Common Stock to be issued to the Warrant holder.

     

    4.7 Form
      of Warrant.
      The
      form of Warrant need not be changed because of any adjustment pursuant to this
      Section 4, and Warrants issued after such adjustment may state the same
      Warrant Price and the same number of shares as is stated in the Warrants
      initially issued pursuant to this Agreement. However, the Company may, at any
      time, in its sole discretion, make any change in the form of Warrant that the
      Company may deem appropriate and that does not affect the substance thereof,
      and
      any Warrant thereafter issued or countersigned, whether in exchange or
      substitution for an outstanding Warrant or otherwise, may be in the form as
      so
      changed.

     

    5. Transfer
      and Exchange of Warrants.

     

    5.1 Registration
      of Transfer.
      The
      Warrant Agent shall register the transfer, from time to time, of any outstanding
      Warrant into the Warrant Register, upon surrender of such Warrant for transfer,
      properly endorsed with signatures properly guaranteed and accompanied by
      appropriate instructions for transfer. Upon any such transfer, a new Warrant
      representing an equal aggregate number of Warrants shall be issued and the
      old
      Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
      shall
      be delivered by the Warrant Agent to the Company from time to time upon the
      Company’s request.

     

    
      
        
        

      

      
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    5.2 Procedure
      for Surrender of Warrants.
      Warrants may be surrendered to the Warrant Agent, together with a written
      request for exchange or transfer, and, thereupon, the Warrant Agent shall issue
      in exchange therefor one or more new Warrants as requested by the registered
      holder of the Warrants so surrendered, representing an equal aggregate number
      of
      Warrants; provided, however, that, in the event that a Warrant surrendered
      for
      transfer bears a restrictive legend, the Warrant Agent shall not cancel such
      Warrant and shall not issue new Warrants in exchange therefor until the Warrant
      Agent has received an opinion of counsel for the Company stating that such
      transfer may be made and indicating whether the new Warrants must also bear
      a
      restrictive legend.

     

    5.3 Fractional
      Warrants.
      The
      Warrant Agent shall not be required to effect any registration of transfer
      or
      exchange which will result in the issuance of a warrant certificate for a
      fraction of a warrant.

     

    5.4 Service
      Charges.
      No
      service charge shall be made by the Warrant Agent for any exchange or
      registration of transfer of Warrants.

     

    5.5 Warrant
      Execution and Countersignature.
      The
      Warrant Agent is hereby authorized to countersign and deliver, in accordance
      with the terms of this Agreement, the Warrants required to be issued pursuant
      to
      the provisions of this Section 5, and the Company, whenever required by the
      Warrant Agent, will supply the Warrant Agent with Warrants duly executed on
      behalf of the Company for such purpose.

     

    6) Redemption.

     

    6.1 Redemption.
      Not
      less than all of the outstanding Warrants may be redeemed, at the option of
      the
      Company, at any time after they become exercisable and prior to their
      expiration, at the office of the Warrant Agent, upon the notice referred to
      in
      Section 6.2, at the price of $0.01 per Warrant (“Redemption
      Price”),
      provided that the reported last sale price of the Common Stock has been equal
      to
      or greater than $10.00 per share on each of twenty (20) trading days within
      any
      thirty (30) trading day period ending on the third business day prior to the
      date on which notice of redemption is given. Notwithstanding anything herein
      to
      the contrary, no Founder Warrants shall be redeemable so long as such Founder
      Warrant is held by the original purchaser or its permitted assignee as of the
      date of this Agreement. The provisions of this Section 6.1 may not be
      modified, amended or deleted without the prior written consent of the Ladenburg
      Thalmann & Co. Inc, or Chardan Capital Markets, LLC., as representatives of
      the underwriters (the “Representatives”).

     

    6.2 Date
      Fixed for, and Notice of, Redemption.
      In the
      event the Company shall elect to redeem all of the Warrants then redeemable,
      the
      Company shall fix a date for the redemption. Notice of redemption shall be
      mailed by first class mail, postage prepaid, by the Company not less than 30
      days prior to the date fixed for redemption to the registered holders of such
      Warrants to be redeemed at their last addresses as they shall appear on the
      Warrant Register. Any notice mailed in the manner herein provided shall be
      conclusively presumed to have been duly given, whether or not the registered
      holder received such notice.

     

    
      
        
        

      

      
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    6.3 Exercise
      After Notice of Redemption.
      The
      Warrants to be redeemed may be exercised for cash at any time after notice
      of
      redemption shall have been given by the Company pursuant to Section 6.2
      hereof and prior to the time and date fixed for redemption (the “Redemption
      Date”).
      On
      and after the Redemption Date, the record holder of the Warrants shall have
      no
      further rights except to receive, upon surrender of such Warrants, the
      Redemption Price.

     

    7. Other
      Provisions Relating to Rights of Holders of Warrants.

     

    7.1 No
      Rights as Stockholder.
      A
      Warrant does not entitle the registered holder thereof to any of the rights
      of a
      stockholder of the Company, including, without limitation, the right to receive
      dividends, or other distributions, exercise any preemptive rights, to vote
      or to
      consent or to receive notice as stockholders in respect of the meetings of
      stockholders or the election of directors of the Company or any other
      matter.

     

    7.2 Lost,
      Stolen, Mutilated, or Destroyed Warrants.
      If any
      Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant
      Agent may, on such terms as to indemnity or otherwise as they may in their
      discretion impose (which terms shall, in the case of a mutilated Warrant,
      include the surrender thereof), issue a new Warrant of like denomination, tenor
      and date as the Warrant so lost, stolen, mutilated or destroyed. Any such new
      Warrant shall constitute a substitute contractual obligation of the Company,
      whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall
      be at any time enforceable by anyone.

     

    7.3 Reservation
      of Common Stock.
      The
      Company shall, at all times, reserve and keep available a number of its
      authorized but unissued shares of Common Stock that will be sufficient to permit
      the exercise in full of all outstanding Warrants issued pursuant to this Warrant
      Agreement.

     

    7.4 Registration
      of Common Stock.
      The
      Company agrees that, prior to the commencement of the Exercise Period, it shall
      file with the Securities and Exchange Commission a post-effective amendment
      to
      the Registration Statement, or a new registration statement, for the
      registration under the Act of the Common Stock issuable upon exercise of the
      Public Warrants, and it shall use its best efforts to qualify for sale, in
      those
      states in which the Public Warrants were initially offered by the Company,
      the
      Common Stock issuable upon exercise of the Public Warrants. In either case,
      the
      Company will use its best efforts to cause the same to become effective and
      to
      maintain the effectiveness of such registration statement until the expiration
      of the Public Warrants in accordance with the provisions of this Warrant
      Agreement. Notwithstanding the foregoing, a Warrant may expire worthless
      regardless of whether a registration statement is effective and a prospectus
      thereunder is current under the Act with respect to the Common Stock issuable
      upon exercise of the Warrants. In no event will the registered holder of a
      Warrant be entitled to receive a net-cash settlement, shares of Common Stock
      or
      other consideration in lieu of physical settlement in shares of Common Stock,
      regardless of whether the Company complies with this Section 7.4. The provisions
      of this Section 7.4 may not be modified, amended or deleted without the
      prior written consent of Representative.

     

    8. Concerning
      the Warrant Agent and Other Matters.

     

    8.1 Payment
      of Taxes.
      The
      Company will, from time to time, promptly pay all taxes and charges that may
      be
      imposed upon the Company or the Warrant Agent in respect of the issuance or
      delivery of shares of Common Stock upon the exercise of Warrants, but the
      Company shall not be obligated to pay any transfer taxes in respect of the
      Warrants or such shares.

     

    8.2 Resignation,
      Consolidation, or Merger of Warrant Agent.

     

    
      
        
        

      

      
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    8.2.1 Appointment
      of Successor Warrant Agent.
      The
      Warrant Agent, or any successor to it hereafter appointed, may resign its duties
      and be discharged from all further duties and liabilities hereunder after giving
      60 days’ notice in writing to the Company. If the office of the Warrant Agent
      becomes vacant by resignation or incapacity to act or otherwise, the Company
      shall appoint, in writing, a successor Warrant Agent in place of the Warrant
      Agent. If the Company shall fail to make such appointment within a period of
      30
      days after it has been notified in writing of such resignation or incapacity
      by
      the Warrant Agent or by the holder of the Warrant (who shall, with such notice,
      submit his, her or its Warrant for inspection by the Company), then the holder
      of any Warrant may apply to the Supreme Court of the State of New York for
      the
      County of New York for the appointment of a successor Warrant Agent. Any
      successor Warrant Agent, whether appointed by the Company or by such court,
      shall be a corporation organized and existing under the laws of the State of
      New
      York, in good standing and have its principal office in the Borough of
      Manhattan, City and State of New York, and be authorized under such laws to
      exercise corporate trust powers and subject to supervision or examination by
      federal or state authorities. After appointment, any successor Warrant Agent
      shall be vested with all the authority, powers, rights, immunities, duties
      and
      obligations of its predecessor Warrant Agent with like effect as if originally
      named as Warrant Agent hereunder, without any further act or deed; but, if
      for
      any reason it becomes necessary or appropriate, the predecessor Warrant Agent
      shall execute and deliver, at the expense of the Company, an instrument
      transferring to such successor Warrant Agent all the authority, powers and
      rights of such predecessor Warrant Agent hereunder; and, upon request of any
      successor Warrant Agent, the Company shall make, execute, acknowledge and
      deliver any and all instruments in writing for more fully and effectually
      vesting in and confirming to such successor Warrant Agent all such authority,
      powers, rights, immunities, duties and obligations.

     

    8.2.2 Notice
      of Successor Warrant Agent.
      In the
      event a successor Warrant Agent shall be appointed, the Company shall give
      notice thereof to the predecessor Warrant Agent and the transfer agent for
      the
      Common Stock not later than the effective date of any such
      appointment.

     

    8.2.3 Merger
      or Consolidation of Warrant Agent.
      Any
      corporation into which the Warrant Agent may be merged or with which it may
      be
      consolidated or any corporation resulting from any merger or consolidation
      to
      which the Warrant Agent shall be a party shall be the successor Warrant Agent
      under this Warrant Agreement without any further act on the part of the Company
      or the Warrant Agent.

     

    8.3 Fees
      and Expenses of Warrant Agent.

     

    8.3.1 Remuneration.
      The
      Company agrees to pay the Warrant Agent reasonable remuneration for its services
      as Warrant Agent hereunder as set forth on Exhibit
      B
      hereto
      and will reimburse the Warrant Agent upon demand for all expenditures that
      the
      Warrant Agent may reasonably incur in the execution of its duties
      hereunder.

     

    8.3.2 Further
      Assurances.
      The
      Company agrees to perform, execute, acknowledge and deliver, or cause to be
      performed, executed, acknowledged and delivered, all such further acts,
      instruments and assurances as may reasonably be required by the Warrant Agent
      for the carrying out or performance of the provisions of this Warrant
      Agreement.

     

    8.4 Liability
      of Warrant Agent.

     

    8.4.1 Reliance
      on Company Statement.
      Whenever, in the performance of its duties under this Warrant Agreement, the
      Warrant Agent shall deem it necessary or desirable that any fact or matter
      be
      proved or established by the Company prior to taking or suffering any action
      hereunder, such fact or matter (unless other evidence in respect thereof be
      herein specifically prescribed) may be deemed to be conclusively proved and
      established by a statement signed by the Chief Executive Officer, President
      or
      Chairman of the Board of the Company and delivered to the Warrant Agent. The
      Warrant Agent may rely upon such statement for any action taken or suffered
      in
      good faith by it pursuant to the provisions of this Warrant
      Agreement.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    8.4.2 Indemnity.
      The
      Warrant Agent shall be liable hereunder only for its own negligence, willful
      misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
      and
      save it harmless against any and all liabilities, including judgments, costs
      and
      reasonable counsel fees, for anything done or omitted by the Warrant Agent
      in
      the execution of this Warrant Agreement, except as a result of the Warrant
      Agent’s negligence, willful misconduct or bad faith.

     

    8.4.3 Exclusions.
      The
      Warrant Agent shall have no responsibility with respect to the validity of
      this
      Warrant Agreement or with respect to the validity or execution of any Warrant
      (except its countersignature thereof); nor shall it be responsible for any
      breach by the Company of any covenant or condition contained in this Warrant
      Agreement or in any Warrant; nor shall it be responsible to make any adjustments
      required under the provisions of Section 4 hereof or responsible for the
      manner, method or amount of any such adjustment or the ascertaining of the
      existence of facts that would require any such adjustment; nor shall it, by
      any
      act hereunder, be deemed to make any representation or warranty as to the
      authorization or reservation of any shares of Common Stock to be issued pursuant
      to this Warrant Agreement or any Warrant or as to whether any shares of Common
      Stock will when issued be valid and fully paid and non-assessable.

     

    8.5 Acceptance
      of Agency.
      The
      Warrant Agent hereby accepts the agency established by this Warrant Agreement
      and agrees to perform the same upon the terms and conditions herein set forth
      and, among other things, shall account promptly to the Company with respect
      to
      Warrants exercised and concurrently account for, and pay to the Company, all
      moneys received by the Warrant Agent for the purchase of shares of Common Stock
      through the exercise of Warrants.

     

    8.6 Trust
      Account Waiver.
      The
      Warrant Agent has no right, title, interest or claim (“Claim”)
      in or
      to any monies in the account (the “Trust
      Account”)
      into
      which (i) a portion of the proceeds of the Public Offering and (ii) the proceeds
      of the sale of the Founder Warrants will be deposited as described in the
      prospectus included in the Registration Statement, and hereby waives any Claim
      in or to any monies in the Trust Account it may have in the future, and hereby
      agrees not to seek recourse, reimbursement, payment or satisfaction for any
      Claim against the Trust Account for any reason whatsoever. 

     

    9. Miscellaneous
      Provisions.

     

    9.1 Successors.
      All the
      covenants and provisions of this Warrant Agreement by or for the benefit of
      the
      Company or the Warrant Agent shall bind and inure to the benefit of their
      respective successors and assigns.

     

    9.2 Notices.
      Any
      notice, statement or demand authorized by this Warrant Agreement to be given
      or
      made by the Warrant Agent or by the holder of any Warrant to or on the Company
      shall be delivered by hand or sent by registered or certified mail or overnight
      courier service, addressed (until another address is filed in writing by the
      Company with the Warrant Agent) as follows:

     

    BBV
      Vietnam S.E.A Acquisition Corp. 

    40
      Woodland Street

    Hartford,
      CT 06105

    Attn:
      Eric M. Zachs, President

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    Any
      notice, statement or demand authorized by this Warrant Agreement to be given
      or
      made by the holder of any Warrant or by the Company to or on the Warrant Agent
      shall be delivered by hand or sent by registered or certified mail or overnight
      courier service, addressed (until another address is filed in writing by the
      Warrant Agent with the Company), as follows:

     

    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Compliance Department

     

    with
      a
      copy in each case (which shall not constitute notice) to:

     

    Richardson
      & Patel LLP

    405
      Lexington Avenue

    New
      York,
      NY 10174

    Attn:
      Jody R. Samuels,
      Esq.

     

    and

     

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

    666
      Third
      Avenue

    New
      York,
      New York 10017

    Attn:
      Kenneth R. Koch, Esq.

     

    and

     

    Ladenburg
      Thalmann & Co. Inc. 

    153
      East
      53rd Street, 49th Floor

    New
      York,
      New York 10022

    Attn: [●]

     

    and

     

    Chardan
      Capital Markets, LLC

    17
      State
      Street, Suite 1600

    New
      York,
      New York 10004

    Attn: [●]

     

    Any
      notice, sent pursuant to this Warrant Agreement shall be effective, if delivered
      by hand, upon receipt thereof by the party to whom it is addressed, if sent
      by
      overnight courier, on the next business day of the delivery to the courier
      and,
      if sent by registered or certified mail, on the third day after registration
      or
      certification thereof. 

     

    9.3 Applicable
      Law.
      The
      validity, interpretation and performance of this Warrant Agreement and of the
      Warrants shall be governed in all respects by 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 Company hereby
      agrees that any action, proceeding or claim against it arising out of or
      relating in any way to this Warrant 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 exclusive
      jurisdiction. The Company hereby waives any objection to such exclusive
      jurisdiction and that such courts represent an inconvenient forum. Any such
      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 9.2 hereof.
      Such mailing shall be deemed personal service and shall be legal and binding
      upon the Company in any action, proceeding or claim.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    9.4 Persons
      Having Rights Under this Warrant Agreement.
      Nothing
      in this Warrant Agreement expressed and nothing that may be implied from any
      of
      the provisions hereof is intended, or shall be construed, to confer upon, or
      give to, any person or corporation, other than the parties hereto and the
      registered holders of the Warrants and, for the purposes of Sections 6.1, 6.4,
      7.4 and 9.2 hereof, Representative, any right, remedy or claim under or by
      reason of this Warrant Agreement or of any covenant, condition, stipulation,
      promise or agreement hereof. Representative shall be deemed to be a third-party
      beneficiary of this Warrant Agreement with respect to Sections 6.1, 6.4, 7.4
      and
      9.2 hereof. All covenants, conditions, stipulations, promises and agreements
      contained in this Warrant Agreement shall be for the sole and exclusive benefit
      of the parties hereto (and Representative, with respect to the Sections 6.1,
      6.4, 7.4 and 9.2 hereof) and their successors and assigns and of the registered
      holders of the Warrants.

     

    9.5 Examination
      of the Warrant Agreement.
      A copy
      of this Warrant Agreement shall be available at all reasonable times at the
      office of the Warrant Agent in the Borough of Manhattan, City and State of
      New
      York, for inspection by the registered holder of any Warrant. The Warrant Agent
      may require any such holder to submit his, her or its Warrant for
      inspection.

     

    9.6 Counterparts;
      Facsimile Signatures.
      This
      Warrant Agreement may be executed in any number of counterparts, and each of
      such counterparts shall, for all purposes, be deemed to be an original, and
      all
      such counterparts shall together constitute one and the same instrument.
      Facsimile signatures shall constitute original signatures for all purposes
      of
      this Warrant Agreement.

     

    9.7 Effect
      of Headings.
      The
      section headings herein are for convenience only and are not part of this
      Warrant Agreement and shall not affect the interpretation thereof.

     

    9.8 Amendments.
      This
      Warrant Agreement may be amended by the parties hereto without the consent
      of
      any registered holder for the purpose of curing any ambiguity, or of curing,
      correcting or supplementing any defective provision contained herein or adding
      or changing any other provisions with respect to matters or questions arising
      under this Warrant Agreement as the parties may deem necessary or desirable
      and
      that the parties deem shall not adversely affect the interest of the registered
      holders. All other modifications or amendments, including any amendment to
      increase the Warrant Price or shorten the Exercise Period, other than in
      accordance with Section 6 hereof, shall require the written consent of each
      of
      Representative and the registered holders of a majority of the then outstanding
      Warrants. Notwithstanding the foregoing, the Company may lower the Warrant
      Price
      or extend the duration of the Exercise Period in accordance with Sections 3.1
      and 3.2, respectively, without such consent.

     

    9.9 Severability.
      This
      Warrant Agreement shall be deemed severable, and the invalidity or
      unenforceability of any term or provision hereof shall not affect the validity
      or enforceability of this Warrant Agreement or of any other term or provision
      hereof. Furthermore, in lieu of any such invalid or unenforceable term or
      provision, the parties hereto intend that there shall be added as a part of
      this
      Warrant Agreement a provision as similar in terms to such invalid or
      unenforceable provision as may be possible and be valid and
      enforceable.

     

    (Remainder
      of page intentionally left blank. Signature page immediately
      follows.)

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties
      hereto as of the day and year first above written.

     

     

     

    
      	Attest	 	BBV
              VIETNAM S.E.A. ACQUISITION  CORP.
              
	 	 	 	 
	 	 	 	 
	               
              	 	By:	        

	 	 	Name:	Eric
              M. Zachs  
	 	 	Title:	President 
	 	 	 	 
	Attest	 	CONTINENTAL
              STOCK TRANSFER &
              TRUST COMPANY
	 	 	 	 
	 	 	 	 
	                                
              	 	By:	      
              
	 	 	Name:	Steven
              G. Nelson
	 	 	Title:	Chairman


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    Form
      of Public Warrant

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    Warrant
      Agent Fees