Form of Subscription Agreement



 Exhibit 10.11 
 Warrant Subscription Agreement 
 May 16, 2008 
 To the Board of Directors of 
 North Asia Investment Corporation: 

Gentlemen: 
 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. 
 At least 24 hours prior to the effective date of the registration statement filed in connection with the IPO
(“Registration Statement”), the undersigned shall deliver the Purchase Price to Graubard Miller (“GM”) to hold in escrow until the Company consummates the IPO. Simultaneously with the consummation of the IPO, GM shall deposit the
Purchase Price into the trust account (“Trust Account”) established by the Company for the benefit of the Company’s public shareholders as described in the Company’s Registration Statement on Form F-1 (File No. 333-148378)
under the Securities Act of 1933, as amended (“Registration Statement”), pursuant to the terms of an Investment Management Trust Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company. In
the event that the IPO is not consummated within 14 days of the date the Purchase Price is delivered to GM, GM shall return the Purchase Price to the undersigned, including any interest thereon and without deduction or setoff. 
 The undersigned represents and warrants that it has been advised that the Sponsors’ Warrants (including the underlying Ordinary Shares) have not
been registered under the Securities Act of 1933, as amended (the “Securities Act”); that it is acquiring the Sponsors’ Warrants (including the underlying Ordinary Shares) for its account for investment purposes only; that it has no
present intention of selling or otherwise disposing of the Sponsors’ Warrants (including the underlying Ordinary Shares) in violation of the securities laws of the United States; that it is an “accredited investor” as defined by Rule
501 of Regulation D promulgated under the Securities Act; and that it is familiar with the proposed business, management, financial condition and affairs of the Company. 
 The undersigned agrees to not (i) offer, sell, contract to sell, hypothecate, grant any option to purchase or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be
expected to, result in the disposition (whether by actual 








 
disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in
privity with the undersigned or any affiliate thereof), directly or indirectly, including the filing (or participation in the filing) of a registration statement (other than as provided for in that certain Registration Rights Agreement between the
Company and the undersigned to be executed in connection with the IPO) with the Securities and Exchange Commission (the “Commission”) in respect of, any Sponsors’ Warrants (including the underlying Ordinary Shares),
(ii) establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder with respect to, any Sponsors’ Warrants (including the underlying Ordinary Shares), (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of the Sponsors’ Warrants (or underlying Ordinary Shares) or any securities convertible into or exercisable or exchangeable for Ordinary Shares or such Warrants or other rights to purchase Ordinary Shares or any such securities,
whether any such transaction is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise or (iv) publicly announce an intention to effect any such transaction, until the Company consummates a merger, share
exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or other similar business combination with an operating business (“Business Combination”) meeting the requirements set forth in the Registration Statement;
provided, however, that the foregoing shall not apply to a disposition (i) to the undersigned’s members upon liquidation of the undersigned, if the undersigned is an entity or (ii) to the Company’s officers, directors and
employees and persons affiliated with the undersigned, in each case where the transferees agree to be bound by identical transfer restrictions; provided, however, that in addition to exception (ii) noted above, a permitted transferee that is an
individual may transfer his or her Sponsors’ Warrants (i) for estate planning purposes pursuant to a bona fide gift to a member of the undersigned’s immediate family or to a trust, the beneficiary of which is the undersigned or a
member of the undersigned’s immediate family, (ii) by virtue of the laws of descent and distribution upon the death of the undersigned and (iii) pursuant to a qualified domestic relations order; provided, further, however, that such
transfers may be implemented only if the respective transferee agrees in writing to be bound by the terms and conditions of this Agreement and any other agreement affecting the transferability of the Sponsors’ Warrants (and the underlying
Ordinary Shares) to which the undersigned is then bound. The undersigned acknowledges that the certificates for such Sponsors’ Warrants shall contain a legend indicating such restrictions on transferability. 
 The Company hereby acknowledges and agrees that, in the event the Company calls the Warrants for redemption pursuant to that certain Warrant Agreement to
be entered into between the Company and Continental Stock Transfer & Trust Company in connection with the Company’s IPO, the Sponsors’ Warrants shall not be redeemable by the Company so long as such Sponsors’ Warrants are
held by the undersigned or permitted transferees of the undersigned. Additionally, the Company shall allow the undersigned (or its permitted transferees) to exercise any Sponsors’ Warrants by surrendering such Sponsors’ Warrants for that
number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Sponsors’ Warrant, multiplied by the difference between the exercise price and the “Fair Market
Value” (defined below) by (y) the “Fair Market Value” (defined below). The “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares for the five trading days ending on the trading day
prior to the date on which the Sponsors’ Warrants are exercised. 
  







 The terms of this agreement and the restriction on transfers with respect to the Sponsors’ Warrants
may not be amended without the prior written consent of the undersigned and Citigroup Global Markets Inc. 
  

	
	Very truly yours,
	
	


 Agreed to: 
  

			
	North Asia Investment Corporation
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	Graubard Miller
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	Citigroup Global Markets Inc.
		
	By:	 	  

	Name:	 	
	Title: