FORM INVESTMENT MANAGEMENT TRUST AGREEMENT
EXHIBIT
10.2
INVESTMENT
MANAGEMENT TRUST AGREEMENT (this “Agreement”)
is
made as of [●], 2008, by and between BBV Vietnam S.E.A. Acquisition Corp. (the
“Company”) whose
principal place of business is located at __________________________________and
Continental Stock Transfer & Trust Company (the “Trustee”)
located at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
WHEREAS,
the Company’s Registration Statement on Form S-1, No. 333-146829 (the
“Registration
Statement”),
for
its initial public offering of securities (the “IPO”)
has
been declared effective as of the date hereof by the Securities and Exchange
Commission (the “Effective
Date”);
WHEREAS,
Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. and Chardan Capital Markets, LLC are acting as
the co-lead managing underwriters (the “Representatives”)
in the
IPO pursuant to an underwriting agreement between the Company and the
Representative (the “Underwriting
Agreement”);
WHEREAS,
as described in the Company’s Registration Statement, and in accordance with the
Company’s Amended and Restated Articles of Incorporation, upon execution of this
Agreement or as promptly thereafter as practicable, the Company shall deliver
to
the Trustee an amount equal to the sum of (i) $35,314,000 of the net proceeds
of
the IPO, including $1,080,000 in deferred underwriting compensation (or
$40,498,000 of the net proceeds, including $1,242,000 in deferred underwriting
compensation, if the over-allotment option is exercised in full) and (ii)
$1,425,000 of the proceeds from the Company’s issuance and sale in a private
placement of 1,017,857 warrants to certain of its shareholders to be deposited
and held in a trust account for the benefit of the Company and the holders
of
the Company’s common stock, par value $0.0001 per share, issued in the IPO (the
“Public
Shareholders”).
The
amount to be delivered to the Trustee is referred to herein as the “Property,”
and
the parties for whose benefit the Trustee shall hold the Property are referred
to, together with the Company, as the “Beneficiaries;”
WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to
$1,080,000 (or $1,242,000, if the underwriters’ over-allotment option is
exercised in full, or such amount as is specified in a notice pursuant to
Paragraph 2(d) hereof) is attributable to deferred underwriting commissions
that
will become payable by the Company to the Representatives upon the consummation
of an Initial Business Combination (as defined in the Company’s Amended and
Restated Articles of Incorporation) (the “Deferred
Discount”);
and
WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth
the
terms and conditions pursuant to which the Trustee shall hold the
Property.
NOW,
THEREFORE, in consideration of the premises herein contained and other good
and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
1. Agreements
and Covenants of Trustee.
The
Trustee is hereby appointed to serve as Trustee hereunder, and the Trustee
hereby agrees to act as Trustee upon the terms and conditions set forth herein.
The Trustee hereby agrees and covenants to:
(a) Hold
the
Property in trust for the Beneficiaries in accordance with the terms of this
Agreement, in a segregated trust account(s) (the “Trust
Account”)
established by the Trustee at ▇▇ ▇▇▇▇▇▇ Chase Bank and at a brokerage
institution selected by the Trustee with the consent of the
Company;
(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;
(c) In
a
timely manner, upon the written instruction of the Company, to invest and
reinvest the Property only in U.S. “government securities” within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, as amended (the
“Investment
Company Act”),
with
a maturity of 180 days or less or in money market funds selected by the Company
which invest principally in either short-term securities issued or guaranteed
by
the United States having a rating in the highest investment category granted
thereby by a recognized credit rating agency at the time of acquisition or
tax
exempt municipal bonds issued by governmental entities located within the United
States or otherwise meeting the conditions under Rule 2a-7 under the Investment
Company Act;
(d) Collect
and receive, when due, all principal and income arising from the Property,
which
shall become part of the “Property,” as such term is used herein;
(e)
Promptly
notify the Company of all communications received by it with respect to any
Property requiring action by the Company;
(f) Supply
any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of the tax returns for the Company and
Trust Account;
(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company to do so;
and
(h) Render
to
the Company and to such other person as the Company may instruct monthly written
statements of the activities of and amounts in the Trust Account reflecting
all
receipts and disbursements of the Trust Account.
2.
Limited
Distributions from the Trust Account.
(a) Trustee
shall disburse such funds from the Trust Account (i) from time to time as may
be
necessary timely to pay any taxes incurred as a result of interest or other
income earned on the Property held in the Trust Account, only upon receipt
and
in accordance with the terms of a letter in form substantially similar to that
attached hereto as Exhibit D (a “Tax
Disbursement Letter”),
signed on behalf of the Company by its President or Chairman, and complete
the
disbursement of funds from the Trust Account and distribute such funds only
as
directed in the Tax Disbursement Letter and any other documents referred to
therein; and
(b) From
time
to time, only upon receipt and in accordance with the terms of a letter in
form
substantially similar to that attached hereto as Exhibit E (a “Disbursement
Letter”),
signed on behalf of the Company by its President or Chairman, the Trustee shall
disburse to the Company such amount as may be requested by the Company as
directed in the Disbursement Letter and the other documents referred to therein,
provided, however, that the aggregate amount distributed by the Trustee to
the
Company pursuant to this Paragraph 3(ii) may not exceed the lesser of (y) the
aggregate amount of interest and any other income actually received or paid
on
amounts in the Trust Account less an amount equal to estimated taxes that are
or
will be due on such income at an assumed rate of 40% and (z) $[•]
2
3. Agreements
and Covenants of the Company.
The
Company hereby agrees and covenants to:
(a) Give
all
instructions to the Trustee hereunder in writing, signed by the Company’s
President or Chairman. In addition, except with respect to its duties under
Paragraph 3, the Trustee shall be entitled to rely on, and shall be protected
in
relying on, any verbal or telephonic advice or instruction which it in good
faith believes to be given by any one of the persons authorized above to give
written instructions, provided that the Company shall promptly confirm such
instructions in writing;
(b) Hold
the
Trustee harmless and indemnify the Trustee from and against any and all
expenses, including reasonable counsel fees and disbursements, or loss suffered
by the Trustee in connection with any action, suit or other proceeding brought
against the Trustee involving any claim, or in connection with any claim or
demand which in any way arises out of or relates to this Agreement, the services
of the Trustee hereunder, or the Property or any income earned from investment
of the Property, except for expenses and losses resulting from the Trustee’s
gross negligence or willful misconduct. Promptly after the receipt by the
Trustee of notice of demand or claim or the commencement of any action, suit
or
proceeding, pursuant to which the Trustee intends to seek indemnification under
this Paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified
Claim”).
The
Trustee shall have the right to conduct and manage the defense against such
Indemnified Claim, provided that the Trustee shall obtain the consent of the
Company with respect to the selection of counsel, which consent shall not be
unreasonably withheld. The Trustee may not agree to settle any Indemnified
Claim
without the prior written consent of the Trustee, which consent shall not be
unreasonably withheld. The Company may participate in such action with its
own
counsel at its own expense;
(c) Pay
the
Trustee an initial acceptance fee, an annual fee and a transaction processing
fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth
on Schedule A hereto, which fees shall be subject to modification by the parties
from time to time. It is expressly understood that the Property shall not be
used to pay such fees and further agreed that said transaction processing fees
shall be deducted by the Trustee from the disbursements made to the Company
pursuant to Section 2(b). The Company shall pay the Trustee the initial
acceptance fee and first year’s fee at the consummation of the IPO and
thereafter on the anniversary of the Effective Date. The Trustee shall refund
to
the Company the annual fee (on a pro rata basis) with respect to any period
after the liquidation of the Trust Fund. The Company shall not be responsible
for any other fees or charges of the Trustee except as set forth in this Section
3(c) and as may be provided in Section 3(b) hereof (it being expressly
understood that the Property shall not be used to make any payments to the
Trustee under such Sections).
(d) Within
five business days after the underwriters’ over-allotment option (or any
unexercised portion thereof) expires or is exercised in full, provide the
Trustee with a notice in writing (with a copy to the Representatives) of the
total amount of the Deferred Discount, which shall in no event be less than
$1,080,000;
(e) In
connection with any vote of the Company’s shareholders on whether to approve an
Initial Business Combination, the Company’s perpetual existence and the Extended
Period (as defined in Paragraph 3), provide to the Trustee an affidavit or
certificate of a firm regularly engaged in the business of soliciting proxies
and tabulating shareholder votes (which firm may be the Trustee) verifying
the
vote of the Company’s shareholders regarding such Initial Business Combination,
the Company’s perpetual existence or the Extended Period;
3
(f)
Instruct the Trustee to make only those distributions that are permitted under
this Agreement, and refrain from instructing the Trustee to make any
distributions that are not permitted under this Agreement.
4 Liquidation
and Distribution of Trust Account Property.
The
Trustee shall commence liquidation of the Trust Account only upon receipt of,
and only in accordance with the terms of, a letter in form substantially similar
to that attached hereto as either Exhibit
A,
Exhibit
B
or
Exhibit
C
(a
“Termination
Letter”),
signed on behalf of the Company by its President and affirmed by the Chairman
or
Vice Chairman of the Board of Directors, and complete the liquidation of the
Trust Account and distribute the Property in the Trust Account only as directed
in the Termination Letter and any other documents referred to therein.
In
the
event that a Termination Letter has not been received by the Business
Combination Deadline Date, the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit
B
hereto
and distributed to the shareholders of record. The “Business
Combination Deadline Date”
means
the date that is eighteen (18) months from the date of the Prospectus, subject
to extension to twenty-four (24) months, if the Company has entered into a
letter of intent or definitive agreement with respect to a business combination
within such eighteen (18) month period and subject to extension to thirty-six
(36) months (the “Extended
Period”)
in the
event that the Company anticipates that it may not be able to consummate the
Initial Business Combination within the twenty-four (24) month period and seeks
shareholder approval to extend the period of time to consummate the Initial
Business Combination by an additional twelve (12) months and the shareholders
approve such extension.
5. Limitations
of Liability.
The
Trustee shall have no responsibility or liability to:
(a).
Take
any action with respect to the Property, other than as directed in Paragraphs
1
and 3 hereof, and the Trustee shall have no liability to any party except for
liability arising out of its own gross negligence or willful
misconduct;
(b).
Institute any proceeding for the collection of any principal and income arising
from, or institute, appear in or defend any proceeding of any kind with respect
to, any of the Property, unless and until it shall have received instructions
from the Company given as provided herein to do so and the Company shall have
advanced or guaranteed to it funds sufficient to pay any expenses incident
thereto;
(c)
Change the investment of any Property, other than in compliance with Paragraph
1(c);
(d)
Refund any depreciation in principal of any Property;
(e)
Assume that the authority of any person designated by the Company to give
instructions hereunder shall not be continuing unless provided otherwise in
such
designation, or unless the Company shall have delivered a written revocation
of
such authority to the Trustee;
(f)
The
Company or to anyone else for any action taken or omitted by it, or any action
suffered by it to be taken or omitted, in good faith and in the exercise of
its
own best judgment, except for its gross negligence or willful misconduct. The
Trustee may rely conclusively and shall be protected in acting upon any order,
notice, demand, certificate, opinion or advice of counsel (including counsel
chosen by the Trustee), statement, instrument, report or other paper or document
(not only as to its due execution and the validity and effectiveness of its
provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith, to be
genuine and to be signed or presented by the proper person or persons. The
Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee signed by the proper
party or parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;
4
(g)
Verify the correctness of the information set forth in the Registration
Statement or to confirm or assure that any acquisition made by the Company
or
any other action taken by it is as contemplated by the Registration Statement;
and
(h)
Prepare, execute and file tax reports, income or other tax returns and pay
any
taxes with respect to income and activities relating to the Trust Account,
regardless of whether such tax is payable by the Trust Account or the Company
(including but not limited to income tax obligations), it being expressly
understood that as set forth in Section 2(a), if there is any income or other
tax obligation relating to the Trust Account or the Property in the Trust
Account, as determined from time to time by the Company and regardless of
whether such tax is payable by the Company or the Trust, at the written
instruction of the Company, the Trustee shall make funds available in cash
from
the Property in the Trust Account an amount specified by the Company as owing
to
the applicable taxing authority, which amount shall be paid directly to the
Company by electronic funds transfer, account debit or other method of payment,
and the Company shall forward such payment to the taxing authority;
(i)
Verify calculations, qualify or otherwise approve Company requests for
distributions pursuant to Section 4, Section 2(a) or 2(b) above.
6. Trust
Account Waiver.
The
Trustee has no right, title, interest, or claim of any kind (“Claim”)
in or
to any monies in the Trust Account, and hereby waives any claim in or to any
monies in the Trust Account it may have in the future.
7. Termination.
This
Agreement shall terminate as follows:
(a) If
the
Trustee gives written notice to the Company that it desires to resign under
this
Agreement, the Company shall use its reasonable efforts to locate a successor
trustee. At such time that the Company notifies the Trustee that a successor
trustee has been appointed by the Company and has agreed to become subject
to
the terms of this Agreement, the Trustee shall transfer the management of the
Trust Account to the successor trustee, including but not limited to the
transfer of copies of the reports and statements relating to the Trust Account,
whereupon this Agreement shall terminate (except with respect to Paragraph
2(b)); provided, however, that, in the event that the Company does not locate
a
successor trustee within 90 days of receipt of the resignation notice from
the
Trustee, the Trustee may submit an application to have the Property deposited
with the United States District Court for the Southern District of New York
and
upon such deposit, the Trustee shall be immune from any liability whatsoever
that arises due to any actions or omissions to act by any party after such
deposit; or
(b)
At
such
time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of Paragraph 3 hereof and distributed the
Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate, except with respect to Paragraph 3(b).
5
8. Miscellaneous.
a)
The
Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from
the
Trust Account. The Company and the Trustee will each restrict access to
confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason
to
believe unauthorized persons may have obtained access to such information,
or of
any change in its authorized personnel. The Trustee shall not be liable for
any
loss, liability or expense resulting from any error in an account number or
other identifying number.
(b) This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of New York. It may be executed in several counterparts,
each
one of which shall constitute an original, and together shall constitute but
one
instrument.
(c) This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof. This Agreement or any provision
hereof may be changed, waived, amended or modified only by a writing signed
by
each of the parties hereto, provided, however, that no such amendment or
modification (other than to correct a typographical or similar technical error)
may be made to paragraphs 1, 3(e), 4, 5, 6, 7, 8(c) or 7(g) or to Exhibits
A, B
or C hereof without the consent of the Public Shareholders, it being the
specific intention of the parties hereto that each Public Shareholder is and
shall be a third-party beneficiary of this paragraph 8(c) with the same right
and power to enforce this paragraph 8(c) as either of the parties hereto, and
provided, further, that this Agreement may not be changed, waived, amended
or
modified in such a manner as to adversely affect the right of the Underwriters
to receive the Deferred Discount as contemplated herein without the written
consent of the Representative.
(d) The
parties hereto consent to the jurisdiction and venue of any state or federal
court located in the City of New York for purposes of resolving any disputes
hereunder.
(e) 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 by facsimile transmission:
If
to the
Trustee, to:
Continental
Stock Transfer & Trust Company
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. Di Paolo
Fax
No.:
(▇▇▇) ▇▇▇-▇▇▇▇
If
to the
Company, to:
▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇ ▇. ▇▇▇▇▇, President
Attn:
▇▇▇▇▇▇ ▇.▇. ▇▇▇, Chairman
Fax
No.:
(860) - [•]
6
in
either case with a copy to:
▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C.
▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
Fax
No.:
(▇▇▇) ▇▇▇-▇▇▇▇
and
▇▇▇▇▇▇▇▇▇▇
& ▇▇▇▇▇ LLP
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇. Esq.,
Fax
No.:
(▇▇▇) ▇▇▇-▇▇▇▇
(f) No
party
hereto may assign this Agreement without the prior written consent of the
Company, which consent shall not be unreasonably withheld.
(g) Each
of
the Trustee and the Company hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges
and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds
in
the Trust Account under any circumstance.
(h) The
Trustee acknowledges and agrees that it is the specific intention of the parties
hereto that the Representative is and shall be a third-party beneficiary of
the
provisions of this Agreement pertaining to the Deferred Discount (including
Section 8(c)) and the Trustee’s obligations under this Agreement with respect
thereto (but solely of those provisions and solely with respect to such
obligations of the Trustee) with the same right and power to enforce those
provisions as either of the parties hereto.
(Remainder
of page intentionally left blank. Signature page to follow.)
7
IN
WITNESS WHEREOF, the parties have duly executed this Investment Management
Trust
Agreement as of the date first written above.
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee | ||
| |
|
|
| By: | ||
|
Name: |
||
| Title: | ||
| BBV VIETNAM S.E.A. ACQUISITION CORP. | ||
| |
|
|
| By: | ||
|
Name: ▇▇▇▇
▇. ▇▇▇▇▇
Title: President
|
||
EXHIBIT
A
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer & Trust Company
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ Di Paolo
Re:
Trust
Account No. [__________] Termination Letter
Ladies
and Gentlemen:
Pursuant
to Paragraph 3 of the Investment Management Trust Agreement between BBV Vietnam
S.E.A. Acquisition Corp. (the “Company”)
and
Continental Stock Transfer & Trust Company (the “Trustee”),
dated
as of __________, 2007 (the “Trust
Agreement”),
this
is to advise you that the Company has entered into an agreement with
____________________ to consummate an Initial Business Combination (as defined
in the Trust Agreement) on or about __________. The Company shall notify you
at
least 48 hours in advance of the actual date of the consummation of the Initial
Business Combination (the “Consummation
Date”).
Capitalized terms used but not defined herein shall have the meanings given
them
in the Trust Agreement.
Pursuant
to Paragraph 2(e) of the Trust Agreement, we are providing you with an affidavit
or a certificate of ____________________ verifying the vote of the Company’s
shareholders duly approving the Initial Business Combination and the Company’s
perpetual existence in accordance with the terms of the Company’s Amended and
Restated Articles of Incorporation. The affidavit or certificate includes the
identities of the Public Shareholders who voted against the Initial Business
Combination and properly exercised their conversion rights in connection
therewith.
In
accordance with the terms of the Trust Agreement, we hereby instruct you to
commence liquidation of the Trust Account so that, on the Consummation Date,
all
funds held in the Trust Account will be immediately available for transfer
to
the account or accounts that the Company shall direct.
On
the
Consummation Date: (i) counsel for the Company shall deliver to you written
notification that the Initial Business Combination has been consummated, (ii)
the Company shall deliver to you written instructions with respect to the
transfer of the funds held in the Trust Account other than the Deferred Discount
(the “Instruction
Letter”)
and
(iii) the Representatives shall deliver to you written instructions for delivery
of the Deferred Discount. You are hereby directed and authorized to transfer
the
funds held in the Trust Account immediately upon your receipt of written notice
from counsel and the Instruction Letter, (a) to Public Shareholders who
exercised their conversion rights in connection with the Initial Business
Combination, in an amount equal to their pro rata share of the amounts in the
Trust Account as of two business days prior to the Consummation Date (including
the Deferred Discount and any income actually received on the Trust Account
balance and held in the Trust Account, but less an amount equal to estimated
taxes that are or will be due on such income at an assumed rate of 40%); (b)
to
the Representative in an amount equal to the Deferred Discount as so directed
by
them, and (c) the remainder in accordance with the terms of the Instruction
Letter. In the event that certain deposits held in the Trust Account may not
be
liquidated by the Consummation Date without penalty, you will notify the Company
of the same, and the Company shall direct you as to whether such funds should
remain in the Trust Account and be distributed after the Consummation Date
to
the Company or be distributed immediately and the penalty incurred. Upon the
distribution of all the funds in the Trust Account pursuant to the terms hereof,
the Trust Agreement shall be terminated.
A-1
In
the
event that the Initial Business Combination is not consummated on the
Consummation Date and we have not notified you on or before the Consummation
Date of a new date for consummation of the Initial Business Combination that
is
to take place within three business days of the Consummation Date, then the
funds held in the Trust Account shall be reinvested as provided in Paragraph
1(c) of the Trust Agreement on the business day immediately following the
Consummation Date.
|
Very
truly yours,
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY,
as Trustee
|
||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
| |
|
|
| By: | ||
|
Name: ▇▇▇▇
▇. ▇▇▇▇▇
Title: President
|
||
A-2
EXHIBIT
B
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer & Trust Company
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ Di Paolo
Re:
Trust
Account No. [__________] Termination Letter
Ladies
and Gentlemen:
Pursuant
to Paragraph 3 of the Investment Management Trust Agreement between BBV Vietnam
S.E.A. Acquisition Corp. (the “Company”)
and
Continental Stock Transfer & Trust Company, dated as of __________, 2007
(the “Trust
Agreement”),
this
is to advise you that the Company’s existence expired in accordance with the
terms of its Amended and Restated Articles of Incorporation on [date]
and the
Company is proceeding to distribute its assets and liquidate. Capitalized terms
used but not defined herein shall have the meanings given them in the Trust
Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation of the Trust Account. The Company has appointed [ ] to
serve as its Designated Paying Agent; accordingly, you will notify the Company
and the “Designated Paying Agent” in writing as to when all of the funds in the
Trust Account will be available for immediate transfer (the “Transfer Date”).
The Designated Paying Agent shall thereafter notify you as to the account or
accounts of the Designated Paying Agent that the funds in the Trust Account
should be transferred to on the Transfer Date so that the Designated Paying
Agent may commence distribution of such funds in accordance with the Company’s
instructions. You shall have no obligation to oversee the Designated Paying
Agent’s distribution of the funds. Upon the payment to the Designated Paying
Agent of all the funds in the Trust Account, the Trust Agreement shall terminate
in accordance with the terms thereof.
You
shall
commence distribution of such funds in accordance with the terms of the Trust
Agreement and the Amended and Restated Articles of Incorporation of the Company
and you shall oversee the distribution of the funds.
B-1
Upon
the
payment of all the funds in the Trust Account, the Trust Agreement shall be
terminated.
|
Very
truly yours,
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY,
as Trustee
|
||
| |
|
|
| By: | ||
|
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
Chairman
|
||
| BBV VIETNAM S.E.A. ACQUISITION CORP. | ||
| |
|
|
| By: | ||
|
Name: ▇▇▇▇
▇. ▇▇▇▇▇
Title: President
|
||
AFFIRMED:
Dated:
| [____________________] | ||
| |
|
|
| By: | /s/ | |
|
Name:
Title: Authorized
Officer
|
||
| BBV VIETNAM S.E.A. ACQUISITION CORP. | ||
| |
|
|
| By: | ||
|
Name: ▇▇▇▇
▇. ▇▇▇▇▇
Title: President
|
||
B-2
EXHIBIT
C
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer & Trust Company
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ Di Paolo
Re:
Trust
Account No. [__________] Termination Letter
Ladies
and Gentlemen:
Pursuant
to paragraph 3 of the Investment Management Trust Agreement between BBV Vietnam
S.E.A. Acquisition Corp. (the “Company”)
and
Continental Stock Transfer & Trust Company (the “Trustee”),
dated
as of __________, 2007 (the “Trust
Agreement”),
this
is to advise you that the Board of Directors of the Company has voted to
dissolve and liquidate the Company. Attached hereto is a copy of the minutes
of
the meeting of the Board of Directors of the Company relating thereto, certified
by the Secretary of the Company as true and correct and in full force and effect
as of the date hereof.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation of the Trust Account as part of the Company’s plan of
dissolution and distribution. In connection with this liquidation, you are
hereby authorized to establish a record date for the purposes of determining
the
shareholders of record entitled to receive their per share portion of the Trust
Account (as defined in the Trust Agreement). The record date shall be within
ten
days of the liquidation date, or as soon thereafter as is practicable. You
will
notify the Company in writing as to when all of the funds in the Trust Account
will be available for immediate transfer (the “Transfer
Date”)
in
accordance with the terms of the Trust Agreement and the Amended and Restated
Articles of Incorporation of the Company.
You
shall
commence distribution of such funds in accordance with the terms of the Trust
Agreement and the Amended and Restated Articles of Incorporation of the Company
and you shall oversee the distribution of the funds.
Upon
the
payment of all the funds in the Trust Account, the Trust Agreement shall be
terminated.
C-1
|
Very
truly yours,
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY,
as Trustee
|
||
| |
|
|
| By: | ||
|
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
Chairman
|
||
| |
|
|
| By: | ||
|
Name: ▇▇▇▇
▇. ▇▇▇▇▇
Title: President
|
||
AFFIRMED:
Dated: __________,
2007
| [____________________] | ||
| |
|
|
| By: | ||
|
Name:
Title: Authorized
Officer
|
||
C-2
EXHIBIT
D
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer & Trust Company
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ Di Paolo
Re:
Trust
Account No. [__________] Termination Letter
Ladies
and Gentlemen:
Pursuant
to the Investment Management Trust Agreement between BBV Vietnam S.E.A.
Acquisition Corp. (the “Company”)
and
Continental Stock Transfer & Trust Company dated as of __________ (the
“Trust
Agreement”),
this
is to advise you that the Trust Account, as defined in the Trust Agreement,
has
incurred a total of $__________ in taxes (the “Tax
Payments”)
for
the period from __________ __, 200__ to __________ __, 200__ (the
“Tax
Period”)
as a
result of interest and other income earned on the Property, as defined in the
Trust Agreement, during the Tax Period.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to
distribute from the Trust Account proceeds from the Property equal to the
aggregate Tax Payments on such dates, in such amounts and to such payees as
indicated on the Schedule of Tax Payments attached hereto as Schedule
1.
|
Very
truly yours,
BBV
VIETNAM S.E.A. ACQUISITION CORP.
|
||
| |
|
|
| By: | ||
|
Name: ▇▇▇▇
▇. ▇▇▇▇▇
Title: President
|
||
D-1
SCHEDULE
1
SCHEDULE
OF TAX PAYMENTS
[Payee]
Payment
Date:
Amount:
Address:
[Payee]
Payment
Date:
Amount:
Address:
[Payee]
Payment
Date:
Amount:
Address:
SCH-1
EXHIBIT
E
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer & Trust Company
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ Di Paolo
Re:
Trust
Account No. [__________] Disbursement Letter
Ladies
and Gentlemen:
Pursuant
to Section 3(ii) of the Investment Management Trust Agreement between BBV
Vietnam S.E.A. Acquisition Corp. (the “Company”)
and
Continental Stock Transfer & Trust Company dated as of __________, 2007 (the
“Trust
Agreement”),
we
hereby authorize you to disburse from the Trust Account proceeds from the
Property, as defined in the Trust Agreement, equal to $__________, to __________
via wire transfer on __________, 200__.
|
Very
truly yours,
BBV
VIETNAM S.E.A. ACQUISITION CORP.
|
||
| |
|
|
| By: | ||
|
Name: ▇▇▇▇
▇. ▇▇▇▇▇
Title: President
|
||
E-1
EXHIBIT
F
|
AUTHORIZED
INDIVIDUAL(S)
|
AUTHORIZED
TELEPHONE NUMBER(S)
|
|
Company:
|
|
|
BBV
Vietnam S.E.A. Acquisition Corp.
▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇ ▇. ▇▇▇▇▇, President
Attn:
▇▇▇▇▇▇ ▇.▇. ▇▇▇, Chairman
|
860-727-5734
|
|
Trustee:
|
|
|
Continental
Stock Transfer & Trust Company
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇ ▇. Di Paolo
|
▇▇▇-▇▇▇-▇▇▇▇
|
F-1
SCHEDULE
A
Schedule
of fees pursuant to Section 3(c) of Investment Management Trust
Agreement
between
_____________________and
Continental
Stock Transfer & Trust Company
|
Fee
Item
|
Time
and method of payment
|
Amount
|
|
Initial
acceptance fee
|
Initial
closing of IPO by wire transfer
|
$1,000
|
|
Annual
fee
|
First
year, initial closing of IPO by wire transfer; thereafter on the
anniversary of the effective date of the IPO by wire transfer or
check
|
$3,000
|
|
Transaction
processing fee for disbursements to Company under Sections 2(a) and
2(b)
|
Deduction
by Trustee from disbursement made to Company under Section
2(b)
|
$250
|
Agreed:
Dated:
_________, 2007
By:_______________________________
Authorized
Officer
Continental
Stock Transfer & Trust Co.
By:
_______________________________
Authorized
Officer