PROXY NORTH ATLANTIC ACQUISITION CORP - PROXY Solicited by the Board of Directors for the Annual Meeting of Stockholders to be Held on ________, 1998 The undersigned Stockholder(s) of NORTH ATLANTIC ACQUISITION CORP., a Delaware corporation ("NAAC"), hereby appoints David J. Mitchell and C. Thomas McMillen, or either of them, with full power of substitution and to act without the other, as the agents, attorneys and proxies of the undersigned, to vote the shares standing in the name of the undersigned at the Annual Meeting of Stockholders of NAAC to be held on ______, 1998 and at all adjournments thereof. This proxy will be voted and will be voted in accordance with the instructions given below. If no instructions are given, this proxy will be voted FOR all of the following proposals. 1. To approve the Merger Agreement, dated August 18, 1998, providing for the merger of Moto Guzzi Corp., with and into NAAC, with NAAC continuing as the surviving corporation. FOR |_| AGAINST |_| ABSTAIN |_| 2. To adopt an Amended and Restated Certificate of Incorporation to effect a series of amendments to the Certificate of Incorporation of NAAC. FOR |_| AGAINST |_| ABSTAIN |_| 3. Election of the following Directors: FOR all nominees listed below except WITHHOLD AUTHORITY to vote for all as marked to the contrary below |_| nominees listed below |_| _____ and Frank J. O'Connell (Class I), _____, Emanual Arbib and Peter Hobbins (Class II), and Howard E. Chase, Mark S. Hauser and David J. Mitchell (Class III) (If Proposal 2 above is approved, the directors will serve in the classes indicated.) INSTRUCTIONS: To withhold authority to vote for any individual nominee, write that nominee's name in the space below. ----------------------------------------------------- 4. To approve the 1998 Stock Option Plan and 1998 Stock Plan for Outside Directors: FOR |_| AGAINST |_| ABSTAIN |_| 5. To adopt an amendment to the Certificate of Incorporation to reclassify each share of NAAC Class B Common Stock into two shares of NAAC Class A Common Stock and two NAAC Class A Warrants. FOR |_| AGAINST |_| ABSTAIN |_| 6. In their discretion, the proxies are authorized to vote upon such other business as may come before the meeting or any adjournment thereof. |_| I plan on attending the Annual Meeting of Stockholders. Date 1998 -----------------------------, ---------------------------------------- Signature ---------------------------------------- Signature if held jointly Please sign exactly as name appears above. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.