REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 28th, 2008 • North Asia Investment CORP • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2008, by and among North Asia Investment Corporation, a Cayman Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Underwriting AgreementNorth Asia Investment CORP • May 28th, 2008 • Blank checks • New York
North Asia Investment Corporation, a corporation incorporated under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. (the “Representative”) is acting as representative, an aggregate of 6,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional 900,000 units to cover over-allotments (the “Option Securities” and, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 20 hereof.
WARRANT AGREEMENT NORTH ASIA INVESTMENT CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of , 2008Warrant Agreement • May 28th, 2008 • North Asia Investment CORP • Blank checks • New York
WARRANT AGREEMENT dated as of , 2008, between North Asia Investment Corporation, a Cayman Islands company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 28th, 2008 • North Asia Investment CORP • Blank checks • New York
This Agreement is made as of , 2008 by and between North Asia Investment Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
ESCROW AGREEMENTEscrow Agreement • May 28th, 2008 • North Asia Investment CORP • Blank checks • New York
ESCROW AGREEMENT, dated as of , 2008 (“Agreement”), by and among NORTH ASIA INVESTMENT CORPORATION, a Cayman Islands company (“Company”), THOMAS CHAN-SOO KANG, DONG-SOO CHOE, BONG-HOON HAN, MYUNGJU CHOI, JONGSHIK WOO, ILL-SEOB HAN and KANG & COMPANY, LTD. (each a “Founder” and, collectively, the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Warrant Subscription Agreement May 16, 2008Warrant Subscription Agreement • May 28th, 2008 • North Asia Investment CORP • Blank checks
The undersigned hereby subscribes for and agrees to purchase Warrants (“Sponsors’ Warrants”) at $1.00 per Sponsors’ Warrant, each to purchase one ordinary share, par value $0.0001 per share (“Ordinary Share”), of North Asia Investment Corporation, a Cayman Islands company (the “Company”), for an aggregate purchase price of $ (“Purchase Price”). The purchase and issuance of the Sponsors’ Warrants shall occur simultaneously with the consummation of the Company’s initial public offering of securities (“IPO”) which is being underwritten by Citigroup Global Markets Inc. The Sponsors’ Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO. Except as set forth herein, the Sponsors’ Warrants shall be identical to the warrants included in the units sold in the IPO.
