FORM OF FOUNDER WARRANT PURCHASE AGREEMENT
Exhibit
4.4
FOUNDER
WARRANT PURCHASE AGREEMENT (this “Agreement”)
made
as of this [•]
day of
[•],
2007
among BBV Vietnam S.E.A. Acquisition Corp., a ▇▇▇▇▇▇▇▇ Island corporation (the
“Company”)
and
the undersigned (the “Purchasers”).
WHEREAS,
the Company has filed with the Securities and Exchange Commission (the
“SEC”)
a
registration statement on Form S-1 (File No. 333-146829) (as amended, the
“Registration
Statement”),
in
connection with the Company’s initial public offering (the “IPO”)
of
4,500,000 units (or 5,175,000 units, if the underwriters’ over-allotment option
is exercised in full) (the “Units”),
each
Unit consisting of one share of the Company’s common stock, $.0001 par value
(the “Common
Stock”),
and
(ii) one warrant (the “Warrant”),
each
warrant to purchase one share of Common Stock;
WHEREAS,
immediately prior to the consummation of the IPO, the Company desires to sell,
in a private placement to the Purchasers (the “Placement”),
an
aggregate of 1,017,857 warrants (the “Founder
Warrants”)
substantially identical to the Warrants being issued in the IPO as part of
the
Units, pursuant to the terms and conditions hereof and as set forth in the
Registration Statement, except that the Founder Warrants to be issued in the
Placement (i) shall not be registered under the Securities Act of 1933, as
amended (the “Securities
Act”),
(ii)
will be non-redeemable so long as the Purchasers (or their permitted
transferees) hold such Warrants, (iii) shall be exercised on a cashless basis
so
long as the Purchasers (or their permitted transferees) hold such Founder
Warrants and, (iv) subject to certain limited exceptions, the Founder Warrants
are not transferable until they are released from escrow, which will only be
after the consummation of a business combination;
WHEREAS,
each Purchaser desires to acquire the number of Founder Warrants set forth
opposite his name on Schedule
A
hereto;
WHEREAS,
except as provided herein, the Founder Warrants shall be governed by the Warrant
Agreement filed as an exhibit to the Registration Statement; and
WHEREAS,
the Purchasers are entitled to registration rights with respect to the Founder
Warrants and the Common Stock underlying the Founder Warrants (the “Underlying
Shares”)
on the
terms set forth that certain Registration Rights Agreement, dated the date
hereof, by and among the Company and the investors listed on the signature
page
thereto.
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as
follows:
1. Authorization
of the Founder Warrants.
The
Company has duly authorized the issuance and sale of the Founder Warrants to
the
Purchasers.
2. Purchase
of Founder Warrants.
The
Purchasers hereby agree to purchase an aggregate of 1,017,875 Founder Warrants
at a purchase price of $1.40 per Founder Warrant, for an aggregate of $1,425,025
(the “Purchase
Price”).
Such
Purchase Price shall be paid for with funds derived directly from such
Purchasers in the names and amounts set forth on Schedule
A
hereto.
On the Closing Date, as defined below, upon payment by the Purchasers of the
aggregate Purchase Price by wire of immediately available funds to the Company,
the Company shall deliver certificates evidencing the Founder Warrants duly
registered in each Purchaser’s name to each respective Purchaser.
3. Closing.
The
closing of the purchase and sale of the Founder Warrants (the “Closing”)
will
take place at such time and place as the parties may agree (the “Closing
Date”),
but
in no event later than the effective date of the Registration Statement (the
“Effective
Date”)
of the
IPO. On or prior to the Effective Date, the Purchasers shall pay the Purchase
Price by wire transfer of funds to the trust account at ▇▇ ▇▇▇▇▇▇ Chase Bank,
maintained by Continental Stock Transfer & Trust Company, acting as trustee
(the “Trust
Account”).
The
certificates for the Founder Warrants shall be delivered to the Purchasers
promptly after the payment of the Purchase Price.
4. Representations
and Warranties of the Purchasers.
Each
Purchaser hereby represents and warrants to the Company that:
4.1 The
execution and delivery by the Purchasers of this Agreement and the fulfillment
of and compliance with the respective terms hereof by the Purchasers do not
and
shall not, as of the Closing Date, conflict with or result in a breach of the
terms, conditions or provisions of any other agreement, instrument, order,
judgment or decree to which the Purchasers are subject.
4.2 The
Purchaser is an “accredited investor” as that term is defined in Rule 501 of
Regulation D promulgated under the Securities Act.
4.3 The
Founder Warrants are being acquired for the Purchaser’s own account, only for
investment purposes and not with a view to, or for resale in connection with,
any distribution or public offering thereof within the meaning of the Securities
Act.
4.4 The
Purchaser has the full right, power and authority to enter into this Agreement
and this Agreement is a valid and legally binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms.
4.5 The
Purchasers understand that no United States federal or state agency or any
other
government or governmental agency has passed on or made any recommendation
or
endorsement of the securities or the fairness or suitability of the investment
in the securities nor have such authorities passed upon or endorsed the merits
of the offering of the securities.
5. Registration
Rights.
The
Purchasers shall have registration rights with respect to the Founder Warrants
and the Underlying Shares pursuant to that certain Registration Rights
Agreement, dated as of the date hereof, by and among the Company and the
investors listed on the signature page thereto.
6. Waiver
of Claims Against Trust Account.
The
Purchaser hereby waives any and all right, title, interest or claim of any
kind
in or to any distributions from the Trust Account with respect to any shares
of
Common Stock acquired by the Purchaser in connection with the exercise of the
Founder Warrants purchased hereby pursuant to this Agreement (“Claim”)
and
hereby waives any Claim the undersigned may have in the future as a result
of,
or arising out of, any contracts or agreements with the Company and will not
seek recourse against the Trust Account for any reason whatsoever.
7. Waiver
and Indemnification.
The
Purchasers hereby waive any and all rights to assert any present or future
claims, including any right of rescission, against the Company or the
underwriters in the IPO with respect to their purchase of the Founder Warrants,
and each Purchaser agrees jointly and severally to indemnify and hold the
Company and the underwriters in the IPO harmless from all losses, damages or
expenses that relate to claims or proceedings brought against the Company or
such underwriters by Purchasers of the Founder Warrants.
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8. Counterparts;
Facsimile.
This
Agreement may be executed in any number of counterparts, each of which when
so
executed shall be deemed to be an original and all of which taken together
shall
constitute one and the same instrument. This Agreement or any counterpart may
be
executed via facsimile transmission, and any such executed facsimile copy shall
be treated as an original.
9. Governing
Law.
This
Agreement shall for all purposes be deemed to be made under and shall be
construed in accordance with the laws of the State of New York. Each of the
parties hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced
in
the courts of the State of New York or the United States District Court for
the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. Each of the parties hereby waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.
(Remainder
of page intentionally left blank. Signature page to follow.)
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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the
[•]
day of
[•],
2008.
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By:
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| ▇▇▇▇ ▇. ▇▇▇▇▇, President | ||
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PURCHASERS:
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▇▇▇▇
▇. ▇▇▇▇▇
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▇▇▇▇▇▇
▇.▇. ▇▇▇
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▇. ▇▇▇▇
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[Signature
page to Founder Warrant Purchase Agreement]
SCHEDULE
A
PURCHASERS
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Purchaser
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Purchase
Price
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Number
of Founder Warrants
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▇▇▇▇
▇. ▇▇▇▇▇
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▇▇▇▇▇▇
▇.▇. ▇▇▇
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▇▇▇▇▇▇▇
▇. ▇▇▇▇
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SCH-A-1