Exhibit
10.4


 


LOCK-UP AGREEMENT


 


                                                    [Closing
Date]


 


Pacific City Financial Corporation


3701 Wilshire
Blvd., Suite #401


Los Angeles,
California 90010


 


Ladies and Gentlemen:


 


In connection with the Agreement and Plan of
Reorganization (the “Merger Agreement”), dated January 11, 2010, by and
among North Asia Investment Corporation (“NAIC”), Thomas Chan-Soo Kang and
Pacific City Financial Corporation (“Pac City”), to induce the parties to
consummate the transactions contemplated by the Merger Agreement, the
undersigned agrees to, neither directly nor indirectly, during the “Restricted
Period” (as hereinafter defined):


 


(1)                                  sell
or offer or contract to sell or offer, grant any option or warrant for the sale
of, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of
(all being referred to as a “Transfer”) any legal or beneficial interest in any
shares of Pac City Common Stock (as defined in the Merger Agreement) issued to
the undersigned in connection with the transactions contemplated by the Merger
Agreement or otherwise owned or acquired by the undersigned on or prior to the
Closing Date (the “Restricted Securities”), or


 


(2)                                  enter
into any swap or any other agreement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic consequence of ownership
of any of the Restricted Securities, whether such swap transaction is to be
settled by delivery of any Restricted Securities or other securities of any
person, in cash or otherwise,


 


As used herein, “Restricted Period” means the period commencing on the
Closing Date (as defined in the Purchase Agreement) and ending on the day
preceding the day that is six months after the Closing Date.


 


Notwithstanding the foregoing limitations,
this Lock-Up Agreement will not prevent any Transfer of any or all of the
Restricted Securities, either during the undersigned’s lifetime or on the
undersigned’s death, by gift, will or intestate succession, or by judicial
decree, to the undersigned’s “family members” (as defined below) or to trusts,
family limited partnerships and similar entities primarily for the benefit of
the undersigned or the undersigned’s “family members”; provided, however, that
in each and any such event it shall be a condition to the Transfer that the
transferee execute an agreement stating that the transferee is receiving and
holding the Restricted Securities subject to the provisions of this Lock-Up
Agreement, and other than to return the Restricted Securities to the former
ownership, there shall be no further Transfer of the Restricted Securities
except in accordance with this Lock-Up Agreement.  For purposes of this sub-paragraph, “family
member” shall mean spouse, lineal descendants, stepchildren, father, mother, brother
or sister of the transferor or of the transferor’s spouse. Also notwithstanding
the foregoing limitations, in the event the undersigned is an entity rather
than an individual, this Lock-Up Agreement will not prevent any Transfer of any
or all of the Restricted Securities to the shareholders of such entity, if it
is a corporation, to the members of such entity, if it is a limited liability
company, or to the partners in such entity, if it is a partnership; provided,
however, that in each and any such event it shall be a condition to the
Transfer that the transferee execute an agreement stating that the transferee
is receiving and holding the Restricted Securities subject to the provisions of
this Lock-Up Agreement, and


 

















 


other than to return the Restricted Securities to the former ownership,
there shall be no further Transfer of the Restricted Securities in accordance
with this Lock-Up Agreement.


 


Any of the Restricted Securities subject to
this Lock-Up Agreement may be released in whole or part from the terms hereof
only upon the approval of the Board of Directors of Pac City and Thomas
Chan-Soo Kang.


 


The undersigned hereby authorizes Pac City’s
transfer agent to apply to any certificates representing Restricted Securities
issued to the undersigned the appropriate legend to reflect the existence and
general terms of this Lock-up Agreement.


 


This Lock-up Agreement will be legally
binding on the undersigned and on the undersigned’s successors and permitted
assigns, and is executed as an instrument governed by the law of California.


 


[signature page follows]


 


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SIGNATURE PAGE TO
THE LOCK-UP AGREEMENT


 


 


	
   

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  



 


 


[SIGNATURE PAGE TO
LOCK-UP AGREEMENT]


 


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