Exhibit
10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Agreement is made as of [*], 2021 by and between Nova Vision Acquisition Corp. (the “Company”) and American Stock Transfer
& Trust Company, LLC, as trustee (“Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, No. 333-[*] (“Registration Statement”) for its initial public offering
of securities (“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities
and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration
Statement); and


 


WHEREAS, EF Hutton, division
of Benchmark Investments, LLC (“EF Hutton”) is acting as the representative of the underwriters in the IPO;
and


 


WHEREAS, if a Business Combination
is not consummated within the initial 12-month period (or 15-month period if the Company has filed a proxy statement, registration
statement or similar filing for a Business Combination within 12 months from the closing of the IPO but has not completed the Business
Combination within such 12-month period) following the closing of the IPO, the Company’s insiders may extend such period by
three (or two, as applicable) three-months periods, up to a maximum of 21 months in the aggregate, by depositing $500,000
(or $575,000 if the Underwriters’ over-allotment option is exercised in full, or in any case, $0.10 per public share)
into the Trust Account (as defined below) no later than the 12 month anniversary of the IPO or the 15 month anniversary of the
IPO or the 18 month anniversary of the IPO (each, an “Applicable Deadline”), as applicable, for each three-month extension
(each, an “Extension”), in exchange for which they will receive promissory notes; and




 


WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Memorandum and Articles
of Association, $50,500,000 of the gross proceeds of the IPO and the net proceeds of a private placement taking place simultaneously
therewith ($58,075,000 if the over-allotment option is exercised in full), plus any amount eventually deposited on account of any
Extensions, will be delivered to the Trustee to be deposited and held in the Trust Account for the benefit of the Company and the
holders of the Company’s ordinary shares, par value $0.0001 per share, issued in the IPO as hereinafter provided (the proceeds
to be delivered to the Trustee, including the proceeds from any loans in connection with an Extension, if any, will be referred to
herein as the “Property”; the shareholders for whose benefit the Trustee shall hold the Property will be referred to as
the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as the
“Beneficiaries”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.


 


IT
IS AGREED:


 


1.
Agreements and Covenants of Trustee. The Trustee
hereby agrees and covenants to:


 


(a)
Hold the Property in trust for the Beneficiaries in
accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee at
JP Morgan Chase Bank, N.A. in the United States, maintained by Trustee, and at a brokerage institution selected by the Trustee that is
reasonably satisfactory to the Company;


 




    	 



    	 



    

 


(b)
Manage, supervise and administer the Trust Account subject
to the terms and conditions set forth herein;


 


(c)
In a timely manner, upon the instruction of the Company,
invest and reinvest the Property (i) in United States government treasury bills, notes or bonds having a maturity of 185 days or less
and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as
amended, and that invest solely in U.S. treasuries, as determined by the Company, it being understood that the Trustee has no obligation
to monitor or question the Company’s determination that an investment is in compliance with the foregoing clause;


 


(d)
Collect and receive, when due, all principal and income
arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e)
Notify the Company and EF Hutton of all communications
received by it with respect to any Property requiring action by the Company;


 


(f)
Supply any necessary information or documents as may
be requested by the Company in connection with the Company’s preparation of its tax returns;


 


(g)
Participate in any plan or proceeding for protecting
or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h)
Render to the Company monthly written statements of
the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and


 


(i)
Commence liquidation of the Trust Account only after
and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially
similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief
Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination Letter in a form substantially
similar to that attached hereto as Exhibit A, acknowledged and agreed to by EF Hutton, and complete the liquidation of
the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents
referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 12-month
anniversary of the closing of the IPO (or 15-month anniversary of the closing of the IPO if the Company has filed a proxy statement,
registration statement or similar filing for a Business Combination within 12 months from the closing of the IPO but has not completed
the Business Combination within such 12-month period) (“Closing”) or, in the event that the Company extended the time
to complete the Business Combination for up to 21-months from the closing of the IPO but has not completed the Business Combination within
the applicable monthly anniversary of the Closing, (“Last Date”), the Trust Account shall be liquidated in accordance with
the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the
Last Date.


 


(j)
Upon receipt of an extension letter (“Extension
Letter”) substantially similar to Exhibit D hereto at least five business days prior to the Applicable Deadline, signed
on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior to the
Applicable Deadline, to follow the instructions set forth in the Extension Letter.


 




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(k)
Not disburse any amounts from the Trust Account in connection
with a Business Combination in the event that the amount per share to be received by the redeeming Public Shareholders is less than $10.10
per share (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter).


 


(l)
In connection with a Business Combination, before making
disbursements to the Depository Trust Company, the Company or any other person, disburse the per share amount to redeeming Public Shareholders
(other than shares tendered through the Depository Trust Company) that have tendered their shares directly to the Trustee.


 


(m)
Promptly acknowledge and comply with any irrevocable
instruction letter delivered in the form of Exhibit E delivered by the Company in connection with the disbursement of funds to
a Public Shareholder.


 


(n)
Promptly acknowledge, in writing to any redeeming Public
Shareholder and the Company, any irrevocable instruction letter in the form of Exhibit F delivered by such redeeming Public Shareholder
after the announcement by the Company of a proposed Business Combination and promptly comply with any irrevocable written instruction
letter in the form of Exhibit F delivered by such Public Shareholder in connection with the disbursement of funds to such Public
Shareholder if the Company has not notified the Trustee in writing during the Objection Period that such irrevocable written instruction
letter is a Non-Compliant Instruction Letter (as defined below).


 


2.
Limited Distributions of Income from Trust Account.


 


(a)
Upon written request from the Company, which may be
given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company
the amount of interest income earned on the Trust Account requested by the Company to cover any income or other tax obligation owed by
the Company.


 


(b)
The limited distributions referred to in Section 2(a)
above shall be made only from income collected on the Property. Except as provided in Section 2(a), no other distributions from the Trust
Account shall be permitted except in accordance with Section 1(i) hereof.


 


(c)
The Company shall provide EF Hutton with a copy
of any Termination Letters and/or any other correspondence that it issues to the Trustee with respect to any proposed withdrawal from
the Trust Account promptly after such issuance.


 


3.
Agreements and Covenants of the Company. The
Company hereby agrees and covenants to:


 


(a)
Give all instructions to the Trustee hereunder in writing,
signed by the Company’s Chairman of the Board, Chief Executive Officer, President or Chief Financial Officer. In addition, except
with respect to its duties under paragraphs 1(i), 2(a) and 2(b) above, the Trustee shall be entitled to rely on, and shall be protected
in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized
above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b)
Subject to the provisions of Sections 5 and 7(g) of
this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel
fees and disbursements, or loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding
brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates
to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except
for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct. Promptly after the receipt by the
Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to
seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified
Claim”); provided, however, that the Trustee’s failure to provide such notice shall not relieve the Company of its liability
hereunder, except to the extent that it is materially prejudiced by such failure. The Trustee shall have the right to conduct and manage
the defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection
of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior
written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company may participate in such action
with its own counsel;


 




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(c)
Pay the Trustee an initial acceptance fee, an annual
fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on Schedule A hereto,
which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not
be used to pay such fees and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from the disbursements
made to the Company pursuant to Sections 1(i) solely in connection with the consummation of a Business Combination, or pursuant to Section
2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter
on the anniversary of the Effective Date;


 


(d)
In connection with any vote of the Company’s shareholders
regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting
proxies and/or tabulating shareholder votes verifying the vote of the Company’s shareholders regarding such Business Combination;
and


 


(e)
In the event that the Company directs the Trustee to
commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not direct the Trustee to make any
payments that are not specifically authorized by this Agreement.


 


(f)
Upon receiving the written request of a Public Shareholder
to do so at any time after the date hereof, provide such Public Shareholder with a copy of any instruction provided to the Trustee pursuant
to Section 1(i) or Section 1(j) along with any Notification (as defined in Exhibit A), Instruction Letter (as defined in Exhibit
A), applicable flow of funds memorandum (or similar document), or any other notice delivered to the Trustee by the Company regarding
the disbursement of Property from the Trust Account resulting in the Property left in the Trust Account being less than $50,500,000 (or
$58,075,000 if the Underwriters’ over-allotment option is exercised in full) plus any amount eventually deposited on account of
any Extension, which, in each case, shall specify to whom the Property shall be disbursed (such written notice, a “Disbursement
Notice” and the date such Public Shareholder receives a Disbursement Notice, a “Disbursement Notice Date”). Each Disbursement
Notice shall be delivered to such Public Shareholder at least two business days prior to the disbursement of any Property pursuant to
Section 1(i) or Section 1(j) and no Property shall be disbursed from the Trust Account prior to the date that is two business days from
the applicable Disbursement Notice Date.


 


(g)
At the request of any Public Shareholder who has removed
shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry
form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination, concurrently
with the delivery of such shares, solely if such shares are certificated. to the Trustee, send an irrevocable written instruction letter
in the form of Exhibit E to the Trustee directing the Trustee to disburse no less than $10.10 per share (plus the amount
per share deposited in the Trust Account pursuant to any Extension Letter) to such Public Shareholder.


 




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(h)
Following receipt of a copy of an irrevocable written
instruction letter in the form of Exhibit F delivered by a Public Shareholder who has removed shares from street name and holds
such shares either in certificated or book-entry form and, except if such shares are held in book-entry form, delivered such certificated
shares to the Trustee for purposes of redemption in connection with a Business Combination to the Trustee, review such letter to confirm
(i) such letter is in the form of Exhibit F, (ii) a Business Combination has been announced on or prior to the date of such letter
and (iii) the number of ordinary shares set forth on such letter to be redeemed is not greater than the number of ordinary shares held
by the applicable Public Shareholder. Solely if the Company cannot confirm the requirements of clauses (i) through (iii) of this Section
3(h), but not for any other reason, then within two days of the Company’s receipt of the applicable copy of the irrevocable written
instruction letter in the form of Exhibit F (such time period, the “Objection Period”), the Company will notify the
applicable Public Shareholder and the Trustee in writing that such irrevocable written instruction letter is a “Non-Compliant Instruction
Letter” and that the Trustee shall not comply with such letter.


 


(i)
If applicable, the Company shall issue a press release
at least three days prior to the Applicable Deadline announcing that, at least five days prior to the Applicable Deadline, the Company
received notice from the Company’s insiders that the insiders intend to extend the Applicable Deadline;


 


(j)
Promptly following the Applicable Deadline, disclose
whether or not the term the Company has to consummate a Business Combination has been extended.


 


4.
Limitations of Liability. The Trustee shall have
no responsibility or liability to:


 


(a)
Take any action with respect to the Property, other
than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of
its own gross negligence or willful misconduct;


 


(b)
Institute any proceeding for the collection of any principal
and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and
until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed
to it funds sufficient to pay any expenses incident thereto;


 




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(c)
Change the investment of any Property, other than in
compliance with paragraph 1(c), and in no event shall the Trustee be liable for the selection of investments or for investment losses
incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure
of the Company to provide timely written investment instruction;


 


(d)
Refund any depreciation in principal of any Property;


 


(e)
Assume that the authority of any person designated by
the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company
shall have delivered a written revocation of such authority to the Trustee;


 


(f)
The other parties hereto or to anyone else for any action
taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment,
except for its gross negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order,
notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or
other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which is believed by the Trustee, in good faith, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;


 


(g)
Verify the correctness of the information set forth
in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as
contemplated by the Registration Statement;


 


(h)
File local, state and/or federal tax returns or information
returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any,
payable by the Company or the Trust Account, relating to the income earned on the Property;


 


(i)
Pay any taxes on behalf of the Trust Account (it being
expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company
from funds not held in the Trust Account or released to it under Section 2(a) hereof);


 


(j)
Imply obligations, perform duties, inquire or otherwise
be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and


 




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(k)
Verify calculations, qualify or otherwise approve Company
requests for distributions pursuant to Section 1(i), 2(a) or 2(b) above.


 


5.
Trust Account Waiver. The Trustee has no right
of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby
irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee
has any Claim against the Company under this Agreement, including, without limitation, under Section 3(b) or Section 3(c) hereof, the
Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any
monies in the Trust Account.


 


6.
Termination. This Agreement shall terminate as
follows:


 


(a)
If the Trustee gives written notice to the Company that
it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee during which time
the Trustee shall act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee
has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management
of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating
to the Trust Account, whereupon this Agreement shall terminate; provided, however, that, in the event that the Company does not locate
a successor trustee within ninety days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to
have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District
of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)
At such time that the Trustee has completed the liquidation
of the Trust Account in accordance with the provisions of paragraph 1(i) hereof, and distributed the Property in accordance with the
provisions of the Termination Letter, this Agreement shall terminate except with respect to Paragraph 3(b).


 


7.
Miscellaneous.


 


(a)
The Company and the Trustee each acknowledge that the
Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and
the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party
must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such information,
or of any change in its authorized personnel. In executing funds transfers, the Trustee will rely upon all information supplied to it
by the Company, including account names, account numbers and all other identifying information relating to a beneficiary, beneficiary’s
bank or intermediary bank. The Trustee shall not be liable for any loss, liability or expense resulting from any error in the information
or transmission of the wire.


 




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(b)
This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result
in the application of the substantive laws of another jurisdiction. It may be executed in several original or facsimile counterparts,
each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c)
This Agreement contains the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), 1(m), 1(n), 3(g), 3(h), 7(c) and 7(h) (which
may only be amended with the approval of the holders of at least 50% or more of the ordinary shares present or represented at the meeting,
par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of such change, amendment or modification,,
provided that all Public Shareholders must be given the right to receive a pro-rata portion of the trust account (no less than $10.10
per share plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) in connection with any such
amendment), this Agreement or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties
hereto; provided, however, that no such change, amendment or modification may be made without the prior written consent of EF Hutton.
As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury.
The Trustee may require from Company counsel an opinion as to the propriety of any proposed amendment.


 


(d)
The parties hereto consent to the jurisdiction and venue
of any state or federal court located in the City of New York, Borough of Manhattan, for purposes of resolving any disputes hereunder.


 


(e)
Any notice, consent or request to be given in connection
with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier
service, by certified mail (return receipt requested), by hand delivery, by electronic mail or by facsimile transmission:


 


if
to the Trustee, to:


 


American
Stock Transfer & Trust Company, LLC


16201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


E-mail:
admin12@astfinancial.com


 


with
a copy to:


 


American
Stock Transfer & Trust Company, LLC


48
Wall Street, 22nd Floor


New
York, NY 10005


Attn:
Legal Department


 


E-mail:
admin12@astfinancial.com


 


if
to the Company, to:


 


Nova
Vision Acquisition Corp.


Room
602, 6/F


168
Queen’s Road Central


Central,
Hong Kong


Attn:
Eric Ping Hang Wong


E-mail:
[*]


 




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in
either case with a copy (which copy shall not constitute notice) to:


 


 EF
Hutton, 


division
of Benchmark Investments, LLC 


17
Battery Pl Suite 625


New
York, NY 10004


Attn:
[*]


Facsimile:
[*]


 


and


 


Loeb
& Loeb LLP


345
Park Avenue


New
York, New York 10154


Attn:
Lawrence Venick, Esq.


E-mail:
lvenick@loeb.com


 


and


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, NY 10105


Attn:
Barry Grossman, Esq.


Email:
bigrossman@egsllp.com


 


(f)
This Agreement may not be assigned by the Trustee without
the prior consent of the Company.


 


(g)
Each of the Trustee and the Company hereby represents
that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder.


 


(h)
Each of the Company and the Trustee hereby acknowledge
that EF Hutton is a third party beneficiary of this Agreement.


 


[signature
page follows]


 




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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	AMERICAN
    STOCK TRANSFER & TRUST 
	 	COMPANY,
    LLC, as Trustee
	 	 
	 	By:	 
	 	Name:	Michael
    A. Nespoli
	 	Title:
    	Executive
    Director
	 	 	 
	 	NOVA
    VISION ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:
    	Eric
    Ping Hang Wong
	 	Title:
    	Chief
    Executive Officer


 




    	 



    	 



    




 


SCHEDULE
A


 


	Fee
    Item	 	Time
    and method of payment	 	Amount
	Initial
    acceptance fee	 	Initial
    closing of IPO by wire transfer	 	$[*]
	Annual
    fee	 	Initial
    closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$[*]
	Transaction
    processing fee for disbursements to Company under Section 2	 	Deduction
    by Trustee from accumulated income following disbursement made to Company under Section 2	 	$[*]
	Paying
    Agent services as required pursuant to section 1(i)	 	Billed
    to Company upon delivery of service pursuant to section 1(i)	 	Prevailing
    rates


 




    	 



    	 



    

 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


 


	 	Re:	 Trust Account No. [_____________] - Termination Letter


 


Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Nova Vision Acquisition Corp. (“Company”) and American
Stock Transfer & Trust Company, LLC (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), this is to advise
you that the Company has entered into an agreement with [__________________] (“Target Business”) to consummate a business
combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you
at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on [__________]
and to transfer the proceeds to the above-referenced account at JPMorgan Chase Bank, N.A. to the effect that, on the Consummation Date,
all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct
on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution,
the Company will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of [__________________], which verifies the vote of the
Company’s shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from the
Company and EF Hutton, division of Benchmark Investments, LLC with respect to the transfer of the funds held in the Trust
Account, which must provide for the disbursement of no less than $10.10 per share plus the amount per share deposited in the Trust
Account per Extension Letter to redeeming Public Shareholders (“Instruction Letter”). You are hereby directed and authorized
to transfer the funds held in the Trust Account immediately upon your receipt of the counsel’s letter and the Instruction Letter,
in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated
by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such
funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the
funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.


 




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In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.


 


	 	Very
    truly yours,
	 	 
	 	NOVA
    VISION ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Secretary/Assistant
    Secretary


 


Acknowledged
and Agreed:


 


	 EF
    Hutton, 	 
	division
    of Benchmark Investments, LLC 	 
	 	 
	By:
    	             	 
	Name:	 	 
	Title:	 	 


 


 




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EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company, LLC


 


6201
15th Avenue


 


Brooklyn,
NY 11219


 


Attn:
Relationship Management


 


	 	Re:	Trust
    Account No. [______________] - Termination Letter


 


Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Nova Vision Acquisition Corp. (“Company”) and American
Stock Transfer & Trust Company, LLC (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), this is to advise
you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s
Amended and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating to its IPO. Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on [______________]
and to transfer the total proceeds to the Trust Operating Account at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders.
The Company has selected [____________, 20__] as the effective date for the purpose of determining when the Public Shareholders will
be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on
the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate
capacity as Paying Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement
and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds in the Trust
Account, your obligations under the Trust Agreement shall be terminated.


 


 


	 	Very
    truly yours,
	 	 
	 	NOVA
    VISION ACQUISITION CORP.
	 	 
	 	By:
    	 
	 	Name:	 
	 	Title:
    	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Secretary/Assistant
Secretary


 


cc:
EF Hutton, division of Benchmark Investments, LLC 


 




    	B-1



    	 



    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


 


	 	Re:	Trust
    Account No. [___________]


 


Gentlemen:


 


Pursuant
to paragraph 2(a) of the Investment Management Trust Agreement between Nova Vision Acquisition Corp. (“Company”) and American
Stock Transfer & Trust Company, LLC (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), the Company hereby
requests that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof. The Company
needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	NOVA
    VISION ACQUISITION CORP.
	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 


 


cc:
EF Hutton, division of Benchmark Investments, LLC 


 




    	C-1



    	 



    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


 


	 	Re:	Trust
    Account - Extension Letter


 


Gentlemen:


 


Pursuant
to Section 1(l) of the Investment Management Trust Agreement between Nova Vision Acquisition Corp. (“Company”) and American
Stock Transfer & Trust Company, LLC, dated as of [*], 2021 (“Trust Agreement”), this is to advise you that the Company
is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional three (3)
months, from _______ to _________ (the “Extension”).


 


This
Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used
herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit [$500,000] [(or $575,000 if the underwriters’
over-allotment option was exercised in full, or in any case, $0.10 per public share)], which will be wired to you, into the Trust
Account investments upon receipt.


 


This
is the ____ of up to [two/three] Extension Letters.


 


	 	Very
    truly yours,
	 	 
	 	Nova
    Vision Acquisition Corp.
	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 


 


cc:
EF Hutton, division of Benchmark Investments, LLC 


 




    	D-1



    	 



    

 


EXHIBIT
E


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


 


	 	Re:	Trust
    Account No. [______________] - Irrevocable Instruction in Connection with Business Combination


 


Gentlemen:


 


Pursuant
to paragraphs 1(m) and 3(g) of the Investment Management Trust Agreement between Nova Vision Acquisition Corp. (“Company”)
and American Stock Transfer & Trust Company, LLC (“Trustee”), dated as of [*], 2021 (“Trust Agreement”),
this constitutes our irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement),
disburse a per share amount of $______, for a total disbursement of $__________________which is not less than $10.10 (plus the
amount per share deposited in the Trust Account pursuant to any Extension Letter) to ________________ (the “Shareholder”)
for the _____________________ ordinary shares of the Company delivered to you prior to or concurrently herewith for redemption in connection
with the Business Combination, and (ii) deliver to the Shareholder the amounts specified in clause (i) prior to delivering and amounts
to the Depository Trust Company, the Company, or any person from whom you have not received an irrevocable instruction substantially
similar to this one. The Shareholder wire instructions are attached. A share advice or DWAC instruction from our broker is also attached.


 


The
Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless
from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys)
incurred by or asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance
of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against
any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in respect of which it is determined
that you have acted with gross negligence or in bad faith. You shall have no liability to the Company in respect to any action taken
or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to
rely in this regard on the advice of counsel.


 


The
Board of Directors of the Company has approved the foregoing irrevocable instructions and does hereby extend the Company’s irrevocable
agreement to indemnify your firm for all loss, liability or expense in carrying out the authority and direction herein contained on the
terms herein set forth.


 


The
Shareholder is intended to be and is a third party beneficiary of this letter and the irrevocable instructions set forth herein, and
no amendment or modification to the instructions set forth herein may be made without the prior written consent of the Shareholder.


 


By
signing below, the person executing this letter certifies that they are duly authorized to execute this letter on behalf of the Company
and to bind the Company to all of the terms and conditions contained herein.


 


[remainder
of page intentionally left blank]


 




    	E-1



    	 



    

 


	 	Very
    truly yours,
	 	 
	 	NOVA
    VISION ACQUISITION CORP.
	 	 
	 	By:
    	                 
	 	Name:	 
	 	Title:	 


 


	Acknowledged and Agreed:	 
	 	 
	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,

                                                                                as Trustee
	 
	 	 
	 	 
	Name:	               	 
	Title:	 	 


 


Cc:
[SHAREHOLDER].


 


Attachments:


Shareholder
Wire Instructions


Share
advice or instruction


 




    	E-2



    	 



    

 


EXHIBIT
F


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


 


	 	Re:	Trust
    Account No. [______________] - Irrevocable Instruction in Connection with Business Combination


 


Gentlemen:


 


Pursuant
to paragraphs 1(n) and 3(h) of the Investment Management Trust Agreement between Nova Vision Acquisition Corp. (“Company”)
and American Stock Transfer & Trust Company, LLC (“Trustee”), dated as of [*], 2021 (“Trust Agreement”),
this constitutes our irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement),
disburse a per share amount of $______, for a total disbursement of $_________________which is not less than $10.10 (plus the
amount per share deposited in the Trust Account pursuant to any Extension Letter) per share to ________________ (the “Shareholder”)
for the _____________________ ordinary shares of the Company delivered to you prior to or concurrently herewith for redemption in connection
with the Business Combination, and (ii) deliver to the Shareholder the amounts specified in clause (i) prior to delivering and amounts
to the Depository Trust Company, the Company, or any person from whom you have not received an irrevocable instruction substantially
similar to this one. Our wire instructions are attached. We understand that a servicing fee of $250.00 will deducted from our payment.
A share advice or DWAC instruction from our broker is attached.


 


The
Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless
from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys)
incurred by or asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance
of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against
any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in respect of which it is determined
that you have acted with gross negligence or in bad faith. You shall have no liability to the Company in respect to any action taken
or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to
rely in this regard on the advice of counsel.


 


The
Board of Directors of the Company does hereby extend the Company’s irrevocable agreement to indemnify your firm for all loss, liability
or expense in carrying out the authority and direction herein contained on the terms herein set forth.


 


No
amendment or modification to the instructions set forth herein may be made without the prior written consent of the Shareholder.


 


By
signing below, the person executing this letter certifies that they are duly authorized to execute this letter on behalf of the Shareholder
and to bind the Shareholder to all of the terms and conditions contained herein.


 


[remainder
of page intentionally left blank]


 




    	F-1



    	 



    

 


 


	 	Very
    truly yours,
	 	 
	 	[SHAREHOLDER]
	 	 
	 	By:
    	                        
	 	Name:	 
	 	Title:	 


 


	Acknowledged
    and Agreed:	 
	 	 
	AMERICAN
    STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee	 
	 	 
	 	 
	Name:	 	 
	Title:	 	 
	Cc:	Nova
    Vision Acquisition Corp.	 
	 	Room
    602, 6/F	 
	 	168
    Queen’s Road Central	 
	 	Central,
    Hong Kong	 
	 	Attn:
    Eric Ping Hang Wong, Chief Executive Officer	 


 


Attachments:


Shareholder
Wire Instructions


Share
advice or instruction


 




    	F-2