[Date]

    


    S.E. Asia
Emerging Market Co., Ltd

    75 Bukit
Timah Road #05-02

    Boon Siew
Building

    Singapore
229833

    


    Maxim
Group, LLC

    405
Lexington Avenue

    New York,
New York 10174

    


    Re:           Initial Public
Offering

    


    Gentlemen:

    


    This
letter agreement (the “Agreement”) by the undersigned
beneficial owner of Ordinary Shares of S.E. Asia Emerging Market Co., Ltd (the
“Company”) is made in
consideration of Maxim Group, LLC (“Maxim”) pursuing an
underwritten initial public offering of the securities of the Company (“IPO”).

    


    The
undersigned hereby agrees as follows (certain capitalized terms used herein are
defined in Paragraph 15 hereof):

    


    
      	
               
      

            	
              1.

            	
              Solely
      in the event the Company solicits its shareholders for approval of a
      Business Combination, the undersigned will vote all of his Ordinary
      Shares, including any Insider Shares and IPO Shares acquired in connection
      with or following the IPO in favor of such initial Business
      Combination.

            


    

    


    
      	
               
      

            	
              2.

            	
              In
      the event that the Company fails to consummate a Business Combination
      prior to the occurrence of the Termination Event, the undersigned will
      take all reasonable actions within his power to further the automatic
      redemption of IPO Shares pursuant to the Company’s amended and restated
      memorandum and articles of association, to the holders of the IPO Shares,
      pro rata, at a redemption price equal to the amount held in the Trust
      Account, less taxes and any interest earned on the proceeds placed in the
      Trust Account that were used for working capital purposes.  In
      the event of the liquidation of the Trust Account (other than in
      connection with the consummation of a Business Combination), the
      undersigned agrees to indemnify and hold harmless the Company against any
      and all loss, liability, claims, damage and expense whatsoever (including,
      but not limited to, any and all legal or other expenses reasonably
      incurred in investigating, preparing or defending against any litigation,
      whether pending or threatened, or any claim whatsoever) to which the
      Company may become subject as a result of any claim by any vendor or other
      Person who is owed money by the Company (in excess of the proceeds of the
      IPO not held in trust at such time) for services rendered to the Company
      or contracted for or products sold, or by any target business, but only to
      the extent necessary, pro rata based upon the undersigned’s beneficial
      ownership interest in the Company, to ensure that such loss, liability,
      claim, damage or expense does not reduce the amount in the Trust Account
      below $6.00 per share (or $5.98 per share if the underwriter’s
      over-allotment option is exercised in full); provided that
      such indemnity shall not apply if such vendor or prospective target
      business executed an agreement waiving any claims against the Trust
      Account and except as to any claims under the indemnity of the
      underwriters of the IPO against certain liabilities, including liabilities
      under the Securities Act.  The undersigned hereby waives: (i)
      any and all right, title, interest or claim of any kind (“Claim”) in or to any
      funds in, or distributions from, the Trust Account and (ii) in connection
      with any Claim the undersigned may have in the future as a result of, or
      arising out of, any contracts or agreements with the Company, the right to
      seek recourse against the Trust Account for any reason whatsoever; provided, however, the
      undersigned shall be entitled to liquidation distributions if no Business
      Combination is consummated in connection with any IPO Shares owned by the
      undersigned.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              3.

            	
              To
      the extent that the Underwriters do not exercise their over-allotment
      option to purchase an additional 165,000 Units (as described in the
      Registration Statement), the undersigned, along with all other
      shareholders of the Company prior to the IPO (the “Existing Shareholders”),
      agrees that it shall return to the Company for cancellation, at no cost,
      the number of Insider Shares held by the undersigned and the other
      Existing Shareholders determined by multiplying 41,250 by a fraction, (i)
      the numerator of which is 165,000 minus the number of Units purchased by
      the Underwriters upon the exercise of their over-allotment option, and
      (ii) the denominator of which is 165,000. The undersigned further agrees
      that to the extent that (a) the size of the Offering is increased or
      decreased and (b) an adjustment to the number of Insider Shares has been
      effected by way of a stock split, stock dividend, reverse stock split,
      contribution back to capital or otherwise, in each case in connection with
      such increase or decrease in the size of the Offering, then (i) the
      references to 165,000 in the numerator and denominator of the formula in
      the immediately preceding sentence shall be changed to a number equal to
      15.0% of the number of Ordinary Shares included in the Units issued in the
      Offering and (ii) the reference to 41,250 in the formula set forth in the
      immediately preceding sentence shall be adjusted to such number of
      Ordinary Shares that the undersigned (together with all other Existing
      Shareholders) would have to return to the Company in order to hold 20.0%
      of the Company’s issued and outstanding Ordinary Shares in aggregate with
      the Company’s other Existing Shareholders after the Offering (assuming the
      Underwriters do not exercise their over-allotment
  option).

            


    

    


    
      	
               
      

            	
              4.

            	
              The
      undersigned agrees to be [a member of the board of directors][officer
      position][special advisor to the Company], until the earlier of: (i) the
      consummation by the Company of a Business Combination, (ii) the
      Termination Event, (iii) the resignation, death or removal of the
      undersigned or (iv) until the undersigned’s successor is duly appointed
      and takes office.  The undersigned’s biographical information
      furnished to the Company and Maxim is true and accurate in all respects,
      does not omit any material information with respect to the undersigned’s
      background and contains all of the information required to be disclosed
      pursuant to the rules governing foreign privates issuers.  [The
      undersigned’s questionnaire furnished to the Company and Maxim is true and
      accurate in all respects.]  The undersigned represents and
      warrants that:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              a.

            	
              he
      is not subject to, or a respondent in, any legal action for, any
      injunction, cease-and-desist order or order or stipulation to desist or
      refrain from any act or practice relating to the offering of securities in
      any jurisdiction;

            


    

    


    
      	
               
      

            	
              b.

            	
              he
      has never been convicted of or pleaded guilty to any crime (i) involving
      any fraud, (ii) relating to any financial transaction or handling of funds
      of another Person, or (iii) pertaining to any dealings in any securities
      and he is not currently a defendant in any such criminal
      proceeding;

            


    

    


    
      	
               
      

            	
              c.

            	
              he
      has never been suspended or expelled from membership in any securities or
      commodities exchange or association or had a securities or commodities
      license or registration denied, suspended or revoked;
  and

            


    

    


    
      	
               
      

            	
              d.

            	
              he
      has full right and power, without violating any agreement by which he is
      bound, to serve as [a member of the board of directors][officer
      position][special advisor to the
Company].

            


    

    


    
      	
               
      

            	
              5.

            	
              The
      undersigned has full right and power, without violating any agreement by
      which he/it is bound, to enter into this
  Agreement.

            


    

    


    
      	
               
      

            	
              6.

            	
              [In
      order to minimize potential conflicts of interest which may arise from
      multiple affiliations, the undersigned agrees to present to the Company
      for its consideration, prior to presentation to any other Person or
      entity, any suitable opportunity to acquire an operating business of which
      the undersigned, or any company or other entity controlled or managed by
      the undersigned, becomes aware, until the earlier of: (i) the consummation
      by the Company of a Business Combination, (ii) the Termination Event or
      (iii) such time as the undersigned ceases to be an officer or director of
      the Company, subject to any pre-existing fiduciary and contractual
      obligations the undersigned might have; provided, however, if the
      Company’s management rejects such opportunity, the undersigned shall be
      free to present such opportunity to any other Person or entity.][Omitted
      for non director / officer
shareholders.]

            


    

    


    
      	
               
      

            	
              7.

            	
              The
      undersigned acknowledges and agrees that the Company will not consummate
      any Business Combination with an entity which is Affiliated with the
      undersigned, or any officer, director, advisor or Existing Shareholder of
      the Company, unless the Company obtains an opinion from an independent
      investment banking firm that the Business Combination is fair to the
      Company’s unaffiliated shareholders from a financial point of
      view.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              8.

            	
              There
      will be no fees, reimbursements, cash payments or compensation of any
      kind, including the issuance of any securities of the Company, made to the
      undersigned, any member of the family of the undersigned, or any Affiliate
      (directly or indirectly) related to the undersigned, nor shall any such
      Person accept such compensation, prior to the earlier of consummation of
      an initial Business Combination or the Termination Event; provided, however, the
      undersigned shall be entitled to (a) reimbursement from the Company for
      his out-of-pocket expenses incurred in connection with seeking and
      consummating a Business Combination and (b) the Existing Shareholders of
      the Company shall be entitled to (i) repayment of an aggregate of $150,000
      in non-interest bearing loans made in connection with the IPO and (ii)
      payment of $5,000 per month for office space and general and
      administrative services, including but not limited to receptionist,
      secretarial and general office services beginning on the date of the
      Registration Statement. Additionally, the undersigned may, but is not
      obligated to, loan the Company funds in whatever amount deemed reasonable
      in the sole discretion of the undersigned and, in exchange for such loan,
      receive a convertible note or other security from the
    Company.

            


    

    


    
      	
               
      

            	
              9.

            	
              The
      undersigned hereby waives: (i) in connection with the submission of a
      Business Combination to a vote of the Company’s shareholders and (ii) in
      connection with a tender offer presented to the Company’s shareholders in
      connection with a Business Combination, the right to redeem or seek to
      redeem, tender or seek to tender, or to seek appraisal rights with respect
      to, all as applicable, any Insider Shares owned by the
      undersigned.  For purposes of clarity, nothing contained herein
      shall prevent the undersigned from receiving liquidation proceeds of IPO
      Shares owed by the undersigned if no Business Combination is consummated.
      If the undersigned contemplates a transfer of any Insider Shares to a
      “permitted transferee” (i.e. immediate family members of the Existing
      Shareholder and trusts established by the Existing Shareholder for estate
      planning purposes, to another Existing Shareholder, to a shareholder of an
      Existing Shareholder that is an entity, by virtue of the laws of descent
      and distribution or pursuant to a domestic relations order), such transfer
      shall not be deemed valid or given effect until the permitted transferee
      agrees to the waiver (in its entirety) as set forth in this
      Paragraph 9 and the transfer restrictions set forth in Paragraph
      10.

            


    

    


    
      	
               
      

            	
              10.

            


    

    
      	
               
      

            	
              a.

            	
              With
      respect to the Insider Shares, the undersigned shall not, except as
      described in the Registration Statement and Paragraph 3 hereof (the
      “Share Lockup
      Period”), (i) sell, offer to sell, contract or agree to sell,
      hypothecate, pledge, grant any option to purchase or otherwise dispose of
      or agree to dispose of, directly or indirectly, or establish or increase a
      put equivalent position or liquidate or decrease a call equivalent
      position within the meaning of Section 16 of the Securities Exchange Act
      of 1934, as amended, and the rules and regulations of the Commission
      promulgated thereunder, (ii) enter into any swap or other arrangement that
      transfers to another, in whole or in part, any of the economic
      consequences of ownership of any of the Insider Shares, whether any such
      transaction is to be settled by delivery of Ordinary Shares or such other
      securities, in cash or otherwise, or (iii) publicly announce any intention
      to effect any transaction specified in clause (i) or (ii), until the
      earlier of: (i) six months after the consummation of a Business
      Combination or (ii) 30 months from the date of the Registration
      Statement.  All of the Insider Shares will be released from such
      restrictions, if, following consummation of a Business Combination, the
      Company engages in a subsequent liquidation, share exchange, share
      reconstruction and amalgamation or contractual control arrangement or
      engages in any other similar Business Combination which results in all of
      the Company’s shareholders having the right to exchange their Ordinary
      Shares for cash, securities or other
property.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              b.

            	
              Until
      the completion of the Company’s Business Combination (“Warrant Lockup Period”),
      the undersigned shall not, except as described in the Registration
      Statement, (i) sell, offer to sell, contract or agree to sell,
      hypothecate, pledge, grant any option to purchase or otherwise dispose of
      or agree to dispose of, directly or indirectly, or establish or increase a
      put equivalent position or liquidate or decrease a call equivalent
      position within the meaning of Section 16 of the Securities Exchange Act
      of 1934, as amended, and the rules and regulations of the SEC promulgated
      thereunder, with respect to the Insider Warrants and the Ordinary Shares
      underlying the Insider Warrants, (ii) enter into any swap or other
      arrangement that transfers to another, in whole or in part, any of the
      economic consequences of ownership of any of the Insider Warrants and the
      Ordinary Shares underlying the Insider Warrants, whether any such
      transaction is to be settled by delivery of Ordinary Shares or such other
      securities, in cash or otherwise, or (iii) publicly announce any intention
      to effect any transaction specified in clause (i) or
  (ii).

            


    

    


    
      	
               
      

            	
              c.

            	
              Further,
      the undersigned agrees that after the Share Lockup Period or the Warrant
      Lockup Period, as applicable, has elapsed, the Insider Shares and the
      Insider Warrants and the Ordinary Shares underlying such Insider Warrants,
      shall only be transferable or saleable pursuant to a sale registered under
      the Securities Act or pursuant to an available exemption from registration
      under the Securities Act.

            


    

    


    
      	
               
      

            	
              d.

            	
              The
      undersigned and the Company understand and agree that the transfer
      restrictions set forth in this paragraph 10 shall be in addition to
      any and all transfer restrictions relating to (i) the Insider Shares set
      forth in that certain Securities Subscription Agreement, effective as of
      September 9, 2010, as amended by Amendment No. 1 to the Securities
      Subscription Agreement, dated February 11, 2011 and (ii) the Insider
      Warrants set forth in that certain Warrant Subscription Agreement,
      effective as of September 9, 2010, as amended by the Amended and Restated
      Warrant Subscription Agreement, dated February 11, 2011 each by and
      between the Company and the
warrantholders.

            


    

    


    
      	
               
      

            	
              e.

            	
              The
      undersigned shall retain all of its rights as a shareholder during the
      Share Lockup Period including, without limitation, the right to vote such
      shares.

            


    

    


    
      	
               
      

            	
              f.

            	
              During
      the Share Lockup Period and Warrant Lockup Period, all dividends payable
      in cash with respect to such securities shall be paid to the undersigned,
      but all dividends payable in Ordinary Shares or other non-cash property
      shall become subject to the applicable lockup period as described herein
      and shall be released from such lockup, pro rata, in accordance with the
      provisions of Paragraphs 10(a) and 10(b), as
  applicable.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              g.

            	
              The
      Share Lockup Period shall terminate immediately following the liquidation
      of the Trust Account following a Termination Event and the distribution of
      funds to the holders of the IPO Shares.  For the purposes of
      clarity, the Insider Warrants shall expire
  worthless.

            


    

    


    
      	
            	
              11.

            	
              This
      Agreement shall be governed by and construed and enforced in accordance
      with the laws of New York, without giving effect to conflicts of law
      principles that would result in the application of the substantive laws of
      another jurisdiction.  The undersigned hereby (i) agrees that
      any action, proceeding or claim against him/it arising out of or relating
      in any way to this Agreement shall be brought and enforced first in the
      U.S. District Court for the Southern District of New York, then to such
      other federal or state courts located in the State of New York, and
      irrevocably submits to such jurisdiction in New York, which jurisdiction
      shall be exclusive and (ii) waives any objection to such exclusive
      jurisdiction and that such courts represent an inconvenient
      forum.

            


    

    


    
      	
            	
              12.

            	
              This
      Agreement, including any agreement referenced herein, constitutes the
      entire agreement and understanding of the parties hereto in respect of the
      subject matter hereof and supersedes all prior understandings, agreements,
      or representations by or among the parties hereto, written or oral, to the
      extent they relate in any way to the subject matter hereof or the
      transactions contemplated hereby. This Agreement may not be changed,
      amended, modified or waived (other than to correct a clerical error) as to
      any particular provision, except by a written instrument executed by all
      parties hereto.

            


    

    


    
      	
            	
              13.

            	
              No
      party hereto may assign either this Agreement or any of its rights,
      interests, or obligations hereunder without the prior written consent of
      the other party. Any purported assignment in violation of this paragraph
      shall be void and ineffectual and shall not operate to transfer or assign
      any interest or title to the purported assignee. This Agreement shall be
      binding on the undersigned and its respective successors, heirs, personal
      representatives and assigns.

            


    

    


    
      	
            	
              14.

            	
              Any
      notice, consent or request to be given in connection with any of the terms
      or provisions of this Agreement shall be in writing and shall be sent by
      express mail or similar private courier service, by certified mail (return
      receipt requested), by hand delivery or facsimile
      transmission.

            


    

    


    
      	
            	
              15.

            	
              As
      used herein, (a) “Affiliate” or “Affiliates” means a
      Person that directly, or indirectly through one or more intermediaries,
      controls, is controlled by, or is under common control with, the Person
      specified, where “control” means the possession, directly or indirectly,
      of the power to direct or cause the direction of the management and
      policies of a Person, whether through the ownership of voting securities,
      by agreement, as trustee or executor, or otherwise, (b) “Business Combination”
      means an initial acquisition, share exchange, share reconstruction and
      amalgamation or contractual control arrangement with, purchase of all or
      substantially all of the assets of, or any other similar business
      combination with one or more operating businesses or assets, (c) “Insiders” mean all
      officers, directors and shareholders of the Company immediately prior to
      the IPO; “Insider
      Shares” means all Ordinary Shares issued by the Company prior to
      the IPO; (d) “Insider
      Warrants” means the warrants being sold privately by the Company to
      the Existing Shareholders and Maxim, (e) “IPO Shares” mean all
      Ordinary Shares issued in the IPO; (f) “Ordinary Shares” mean
      the ordinary shares, no par value, of the Company, (g) “Person” means any individual
      or entity, including, but not limited to, all corporations, partnerships
      and limited liability companies, (h) “Registration Statement”
      means that certain registration statement of the Company on Form F-1, as
      amended, relating to the IPO, (i) “Termination Event” means
      any failure by the Company to consummate a Business Combination within 24
      months from the effective date of its Registration Statement and (j)
      “Trust Account”
      means that certain trust account in which a substantial amount of the net
      proceeds of the IPO are deposited and held for the benefit of the holders
      of the IPO Shares, as described in greater detail in the Registration
      Statement.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


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    IN
WITNESS WHEREOF, the undersigned has executed this Agreement as of the date
first written above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	  
      	
                                                        
      

                                                    
	 
      	
                                                      [Existing
      Shareholder], individually

                                                    
	 
      	 
      
	 
      	
                                                      [INVESTMENT
      VEHICLE]

                                                    
	 
      	 
      
	
                                                      By:

                                                    	
                                                        
      

                                                    
	 
      	
                                                      Name:
      [Existing Shareholder]

                                                    
	 
      	
                                                      Title:
      [Title]