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
WHEREAS, the Company has entered into an Underwriting Agreement, dated , 2008 (“Underwriting
Agreement”), with Citigroup Global Markets Inc. acting as representative of the several underwriters (collectively, the
“Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to purchase 10,000,000 units (“Units”)
of the Company. Each Unit consists of one ordinary share of the Company, par value $.0001 per share (“Ordinary Share”), and
one warrant (“Warrant”), each warrant to purchase one Ordinary Share, all as more fully described in the Company’s final
Prospectus, dated , 2008 (“Prospectus”) comprising part of the Company’s Registration Statement on Form F-1 (File
No. 333-148378) under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on ,
2008 (“Effective Date”).
WHEREAS, in connection with the founding of the Company, the Founders have purchased from the Company an
aggregate of 2,875,000 Ordinary Shares (the “Founders’ Ordinary Shares”).
WHEREAS, the Founders have agreed as a condition of the sale of the Founders’ Ordinary Shares to deposit their
Founders’ Ordinary Shares (“Escrow Shares”) of the Company, as set forth opposite their respective names in Exhibit A
attached hereto, in escrow as hereinafter provided.
WHEREAS, the Company and the Founders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held
and disbursed as hereinafter provided.
IT IS AGREED:
1. Appointment of Escrow Agent . The Compa