REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 20th, 2011 • Prime Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ______, 2011, by and among, Prime Acquisition Corp., a company organized under the laws of the Cayman Islands (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
4,000,000 Units Prime Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2011 • Prime Acquisition Corp • Blank checks • New York
The undersigned, Prime Acquisition Corp., an exempted company organized under the laws of the Cayman Islands (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • February 14th, 2011 • Prime Acquisition Corp • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION OF THE COMPANY’S BUSINESS COMBINATION AND ________, 2011 [6 MONTHS FOLLOWING EFFECTIVE DATE]. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, _________, 2016 [5 YEARS FOLLOWING EFFECTIVE DATE].
STOCK OPTION AGREEMENTStock Option Agreement • April 28th, 2017 • Prime Acquisition Corp • Real estate • New York
This STOCK OPTION AGREEMENT (the “Agreement”) is made as of April 15, 2016 (the “Execution Date”), by and between Prime Acquisition Corp., a Cayman Islands exempted company (the “Company”), and George Kaufman (the “Optionee”), a director of the Company.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 15th, 2011 • Prime Acquisition Corp • Blank checks • New York
This Agreement is made as of _________, 2011 by and between Prime Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee”).
STOCK PURCHASE AGREEMENT dated July 9, 2013 by and among Prime Acquisition Corp., a Cayman Islands company, as Parent Prime BHN Luxembourg S.àr.l., a Luxembourg company, as LuxCo BHN LLC, a New York limited liability company as BHN SIM S.r.l., an...Stock Purchase Agreement • July 17th, 2013 • Prime Acquisition Corp • Blank checks • New York
This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of July 9, 2013, by and among Prime Acquisition Corp., a Cayman Islands company (“Parent”), Prime BHN Luxembourg S.àr.l., a Luxembourg company and wholly-owned subsidiary of Parent (“LuxCo”), BHN LLC, a New York limited liability company (“BHN”), SIM S.r.l., an Italian limited liability company (the “Company”), G.S.I. S.r.l. and Bell Real Estate S.r.l. (“Sellers”).
PRIME ACQUISITION CORP. VOTING AGREEMENTVoting Agreement • October 4th, 2013 • Prime Acquisition Corp • Real estate • New York
This Voting Agreement (this “Agreement”) is made as of September 27, 2013 by and among Prime Acquisition Corp., a Cayman Islands company (the “Company”), and each of the individuals and entities signatory hereto (each a “Voting Party” and collectively, the “Voting Parties”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the SPA (as defined below).
MANAGEMENT AGREEMENTManagement Agreement • May 24th, 2013 • Prime Acquisition Corp • Blank checks • New York
THIS MANAGEMENT AGREEMENT is made as of May 22, 2013 by and among BHN LLC, a New York limited liability company (together with its permitted assignees, the “Manager”), Prime Acquisition Corp., a Cayman Island company (the “Company”), and each Subsidiary (as defined below) of the Company that becomes a party to the Agreement (as defined below) pursuant to Section 26, and shall become effective and binding on the Manager and the Company as of the date of the Closing (as defined below) (the “Effective Date”).
WARRANT AGREEMENT PRIME ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Dated as of [●], 2011Warrant Agreement • March 8th, 2011 • Prime Acquisition Corp • Blank checks
This Warrant Agreement (this “ Agreement ”) is made as of [●], 2011 between Prime Acquisition Corp., a Cayman Islands exempted company (the “ Company ”), and American Stock Transfer & Trust Company, a [_____], as Warrant Agent (the “ Warrant Agent”).
SPECIMEN WARRANT CERTIFICATEWarrant Agreement • January 20th, 2011 • Prime Acquisition Corp • Blank checks
This Warrant Certificate certifies that ________________________, or registered assigns, is the registered holder of __________ warrants (the “Warrants”) to purchase ordinary shares, $0.001 par value (the “Ordinary Shares”), of Prime Acquisition Corp., a Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable Ordinary Shares (each, a “Warrant Share”) as set forth below at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent, but only subject to the conditions set forth herein and in the Warrant Agreement.
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • February 4th, 2011 • Prime Acquisition Corp • Blank checks
FIRST AMENDMENT TO PROMISSORY NOTE (as the same may be amended or otherwise modified from time to time, this “Amendment”), dated as of February 3, 2011, between William Yu (“Lender”) and Prime Acquisition Corp. (“Borrower”), a Cayman Islands company.
TERMINATION AGREEMENTTermination Agreement • March 26th, 2014 • Prime Acquisition Corp • Real estate • New York
THIS TERMINATION AGREEMENT, dated as of March 25, 2014 (this “Termination Agreement”), is made by and among Prime Acquisition Corp., a Cayman Islands company (“Company”), BHN LLC, a New York limited liability company (“BHN”), Francesco Rotondi, an individual, Luca Massimo Failla, an individual, William Yu, an individual, Diana Liu, an individual, Yong Hui Li, an individual, and Gary Han-Ming Chang, an individual (collectively, the “Voting Parties”). Capitalized terms used and not defined in this Termination Agreement have the respective meanings assigned to them in the Voting Agreement (as defined below).
PURCHASE AGREEMENT dated August 30, 2013 by and among Prime Acquisition Corp., a Cayman Islands company, as Parent Prime BHN Luxembourg S.àr.l., a Luxembourg company, as LuxCo BHN LLC, a New York limited liability company as BHN and Radiomarelli SA, a...Purchase Agreement • September 6th, 2013 • Prime Acquisition Corp • Real estate • New York
This PURCHASE AGREEMENT (the “Agreement”), dated as of August 30, 2013, by and among Prime Acquisition Corp., a Cayman Islands company, (“Parent”), Prime BHN Luxembourg S.àr.l., a Luxembourg company, and wholly-owned subsidiary of Parent, (“LuxCo”), BHN LLC, a New York limited liability company, (“BHN”), and Radiomarelli SA, a Swiss company (“Seller”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • February 14th, 2011 • Prime Acquisition Corp • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of __________, 2011 (“Agreement”) by and among Prime Acquisition Corp., a Cayman Islands exempted company (“Company”), the undersigned parties listed as Initial Shareholders on the signature page hereto (collectively, the “Initial Shareholders”) and American Stock Transfer & Trust Company as escrow agent (the “Escrow Agent”).
PLACEMENT WARRANT PURCHASE AGREEMENTPlacement Warrant Purchase Agreement • March 23rd, 2011 • Prime Acquisition Corp • Blank checks • New York
PLACEMENT WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this ___ day of _____, 2011 among Prime Acquisition Corp, a Cayman Islands exempted company (the “Company”) and the undersigned (the “Purchasers”).
TERMINATION AGREEMENTTermination Agreement • March 26th, 2014 • Prime Acquisition Corp • Real estate • New York
THIS TERMINATION AGREEMENT, dated as of March 25, 2014 (this “Termination Agreement”), is made by and among Prime Acquisition Corp., a Cayman Islands company (“Company”), BHN LLC, a New York limited liability company (“BHN”), Bell Real Estate S.r.l., an Italian limited liability company, William Yu, an individual, Diana Liu, an individual, Yong Hui Li, an individual, and Gary Han-Ming Chang, an individual (collectively, the “Voting Parties”). Capitalized terms used and not defined in this Termination Agreement have the respective meanings assigned to them in the Voting Agreement (as defined below).
TRANSACTION VALUE AGREEMENTTransaction Value Agreement • October 4th, 2013 • Prime Acquisition Corp • Real estate • New York
THIS TRANSACTION VALUE AGREEMENT (this “Agreement”) is dated as of 30 September, 2013, by and among the persons set forth on the signature page to this Agreement (the “Holders”), Prime Acquisition Corp., a Cayman Islands company (the “Company”), and Prime BHN Luxembourg S.àr.l., a Luxembourg company (“LuxCo”). Capitalized terms used and not otherwise defined herein that are defined in the Stock Purchase Agreements (as defined below) will have the meanings given such terms in the Stock Purchase Agreements.
AMENDMENT AGREEMENTAmendment Agreement • October 4th, 2013 • Prime Acquisition Corp • Real estate • New York
THIS AMENDMENT AGREEMENT, dated as of September 11, 2013 (this “Amendment Agreement"), is made by and among Prime Acquisition Corp., a Cayman Islands company (“Parent”), Prime BHN Luxembourg S.àr.l, a Luxembourg company (“LuxCo”), BHN LLC, a New York limited liability company (“BHN”), NOVA S.r.l., an Italian limited liability company (the “Company”), Francesco Rotondi, an individual, and Giuseppe Pantaleo, an individual (the “Sellers”, and together with Parent, LuxCo, Company and BHN, the "Parties", and each, a "Party"). Capitalized terms used and not defined in this Amendment Agreement have the respective meanings assigned to them in the Purchase Agreement (as defined below).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 15th, 2016 • Prime Acquisition Corp • Real estate • New York
This STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of June 26, 2015, by and among Prime Acquisition Corp., a Cayman Islands company ("Parent"), Prime Luxembourg S.ar.l. ("LuxCo"), a Luxembourg company and wholly-owned subsidiary of Parent, GSI S.r.1., an Italian limited liability company which is wholly owned by LuxCo ("GSI"), SIM Sr.l,,.an Italian limited liability company (the "Company"), Bell Real Estate S.r.l Cesare Lanati, an individual domiciled in Buccinasco (Milan - Italy), via Morandi 3 (Italian Fiscal Code LNTCSR67R06F205A), and Stefano Lanati, an individual domiciled in Buccinasco (Milan Italy), Via Morandi n. 1/a (Italian Fiscal Code LNTSFN76CO2F205B), (collectively, the "Buyers"
ContractPromissory Note • February 4th, 2011 • Prime Acquisition Corp • Blank checks
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • February 22nd, 2011 • Prime Acquisition Corp • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of __________, 2011 (“Agreement”) by and among Prime Acquisition Corp., a Cayman Islands exempted company (“Company”), the undersigned parties listed as Initial Shareholders on the signature page hereto (collectively, the “Initial Shareholders”) and American Stock Transfer & Trust Company as escrow agent (the “Escrow Agent”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 13th, 2012 • Prime Acquisition Corp • Blank checks
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
AMENDMENT AGREEMENTAmendment Agreement • October 4th, 2013 • Prime Acquisition Corp • Real estate • New York
THIS AMENDMENT AGREEMENT, dated as of September 11, 2013 (this “Amendment Agreement"), is made by and among Prime Acquisition Corp., a Cayman Islands company (“Parent”), Prime BHN Luxembourg S.àr.l, a Luxembourg company (“LuxCo”), BHN LLC, a New York limited liability company (“BHN”), SEBA S.r.l., an Italian limited liability company (the “Company”), Francesco Rotondi, an individual, and Luca Massimo Failla, an individual (the “Sellers”, and together with Parent, LuxCo, Company and BHN, the "Parties", and each, a "Party"). Capitalized terms used and not defined in this Amendment Agreement have the respective meanings assigned to them in the Purchase Agreement (as defined below).
ESCROW AGREEMENTEscrow Agreement • August 8th, 2012 • Prime Acquisition Corp • Blank checks • New York
This Escrow Agreement (this “Agreement”), dated as of this 28th day of July, 2012 (the “Effective Date”), is entered into by and among (i) Prime Acquisition Corp., a Cayman Islands company (the “Company”), (ii) the shareholders of the Company listed on Schedule I (collectively, the “Transferors”), (iii) Weidong Guo (the “Purchaser”), and (iv) Pang & Co. (the “Escrow Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 6th, 2013 • Prime Acquisition Corp • Real estate • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 30, 2013, between Prime Acquisition Corp., a Cayman Islands corporation (the “Company”), and Radiomarelli, SA, a Swiss company (the “Purchaser”).
TERMINATION AGREEMENTTermination Agreement • March 26th, 2014 • Prime Acquisition Corp • Real estate • New York
THIS TERMINATION AGREEMENT, dated as of March 25, 2014 (this “Termination Agreement”), is made by and among Prime Acquisition Corp., a Cayman Islands company (“Company”), BHN LLC, a New York limited liability company (“BHN”), Davide Rigamonti, an individual, Cesare Lanati, an individual, William Yu, an individual, Diana Liu, an individual, Yong Hui Li, an individual, and Gary Han-Ming Chang, an individual (collectively, the “Voting Parties”). Capitalized terms used and not defined in this Termination Agreement have the respective meanings assigned to them in the Voting Agreement (as defined below).
STOCK OPTION AGREEMENTStock Option Agreement • August 8th, 2012 • Prime Acquisition Corp • Blank checks • New York
THIS STOCK OPTION AGREEMENT dated as of July 28, 2012 (this “Agreement”) is entered into by and among: (i) Prime Acquisition Corp., a Cayman Islands company (the “Company”), (ii) the shareholders of the Company listed on Schedule I (collectively, the “Transferors”) and (iii) Weidong Guo (the “Purchaser”).
TERMINATION AGREEMENTTermination Agreement • March 26th, 2014 • Prime Acquisition Corp • Real estate • New York
THIS TERMINATION AGREEMENT, dated as of March 25, 2014 (this “Termination Agreement”), is made by and among Prime Acquisition Corp., a Cayman Islands company (“Company”), BHN LLC, a New York limited liability company (“BHN”), Bell Real Estate S.r.l., an Italian limited liability company, IGS S.r.l., an Italian limited liability company, William Yu, an individual, Diana Liu, an individual, Yong Hui Li, an individual, and Gary Han-Ming Chang, an individual (collectively, the “Voting Parties”). Capitalized terms used and not defined in this Termination Agreement have the respective meanings assigned to them in the Voting Agreement (as defined below).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • March 24th, 2011 • Prime Acquisition Corp • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of __________, 2011 (“Agreement”) by and among Prime Acquisition Corp., a Cayman Islands exempted company (“Company”), the undersigned parties listed as Initial Shareholders on the signature page hereto (collectively, the “Initial Shareholders”) and American Stock Transfer & Trust Company as escrow agent (the “Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENT Amendment No. 1Investment Management Trust Agreement • April 30th, 2013 • Prime Acquisition Corp • Blank checks • New York
This Amendment made as of March 28, 2013, amends that certain Investment Management Trust Agreement (the “Agreement”), dated March 24, 2011, by and between Prime Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee”).
STOCK OPTION AGREEMENTStock Option Agreement • April 30th, 2012 • Prime Acquisition Corp • Blank checks • New York
This STOCK OPTION AGREEMENT (the “Agreement”) is made as of March 21, 2012 (the “Execution Date”), by and between Prime Acquisition Corp., a Cayman Islands exempted company (the “Company”), and George Kaufman, an individual (the “Optionee”).
AMENDMENT AGREEMENTAmendment Agreement • October 4th, 2013 • Prime Acquisition Corp • Real estate • New York
THIS AMENDMENT AGREEMENT, dated as of September 27, 2013 (this “Amendment Agreement"), is made by and among Prime Acquisition Corp., a Cayman Islands company (“Parent”), Prime BHN Luxembourg S.àr.l, a Luxembourg company (“LuxCo”), BHN LLC, a New York limited liability company (“BHN”), Magfin S.r.l., an Italian limited liability company (“Magfin”), G.S.I. S.r.l., an Italian limited liability company (“GSI”), Ellegi S.r.l., an Italian limited liability company (“Ellegi”), Dieci Real Estate S.r.l., an Italian limited liability company (“Dieci”), SIM S.r.l., an Italian limited liability company (“SIM”), Delfin S.r.l., an Italian limited liability company (“Delfin”, and together with Magfin, GSI, Ellegi, Dieci and SIM, the “Companies” and each a “Company”), Cesare Lanati, an individual, Stefano Lanati, an individual, Davide Rigamonti, an individual, Bell Real Estate S.r.l., an Italian limited liability company (“Bell”), IGS S.r.l., an Italian limited liability company (“IGS”, and together w
STOCK OPTION AGREEMENTStock Option Agreement • January 20th, 2011 • Prime Acquisition Corp • Blank checks • New York
This STOCK OPTION AGREEMENT (the “Agreement”) is made as of December 3rd, 2010 (the “Execution Date”), by and between Prime Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jason Wang (the “Optionee”).
Prime Acquisition Corp. No. 322, Zhongshan East Road Shijiazhuang Hebei Province, 050011 People’s Republic of ChinaService Agreement • January 20th, 2011 • Prime Acquisition Corp • Blank checks
This letter will confirm our agreement that commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) relating to the initial public offering of the securities of Prime Acquisition Corp. (the “Company”) and continuing until the consummation by the Company of a business combination or the distribution of the trust account to the Company’s then public shareholders (as described in the Registration Statement), Kaiyuan Real Estate Development (the “Firm”) shall make available to the Company certain general and administrative services, including the use of office space, utilities and secretarial support, as may be required by the Company from time to time, at No. 322, Zhongshan East Road; Shijiazhuang; Hebei Province, 050011; People’s Republic of China (or any successor location). In exchange therefor, the Company shall pay the Firm at the rate of U.S.$7,500 per month.
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • January 13th, 2014 • Prime Acquisition Corp • Real estate
This Amendment to Warrant Agreement (this “Amendment Agreement”) is made as of January 10, 2014 by and between Prime Acquisition Corp., a Cayman Islands company (the “Company”), and American Stock Transfer & Trust Company (the “Warrant Agent”).
