North Asia Investment Corporation
Jongro Tower 18F
6 Jongro 2-ga, Jongro-gu
Seoul, South Korea
Citigroup Global Markets Inc.
As Representative of the Several Underwriters
388 Greenwich Street
New York, New York 10013
This letter is being delivered to you in accordance with the Underwriting Agreement (the “ Underwriting Agreement ”)
entered into by and between North Asia Investment Corporation, a Cayman Islands company (the “ Company ”), and Citigroup
Global Markets Inc., as Representative (the “ Representative ”) of the several Underwriters named in Schedule I thereto (the “
Underwriters ”), relating to an underwritten initial public offering (the “ IPO ”) of the Company’s units (the “ Units ”), each
comprised of one ordinary share, par value $0.0001 per share (the “ Ordinary Shares ”), and one warrant exercisable for one
Ordinary Share (each, a “ Warrant ”). Certain capitalized terms used herein are defined in Section 15 hereof.
In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the
IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby
agrees with the Company as follows:
1. If the Company solicits the approval of its shareholders of a Business Combination, the undersigned will (i) vote all of
the Founders’ Ordinary Shares beneficially owned by him (to the extent any such shares are acquired) in accordance with the
majority of the votes cast by the holders of the IPO Shares and (ii) vote all IPO Shares that may be acquired by him in the IPO or
in the aftermarket in favor of a Business Combination and the Extended Period.
2. In the event that the Company fails to consummate a Business Combination within (x) 18 months of the closing date of
the IPO, (y) 24 months of th