FIRST AMENDMENT TO PROMISSORY NOTE
Exhibit 10.27
FIRST AMENDMENT TO
PROMISSORY NOTE
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 Xxxxxxx Xx (“Lender”) and Prime
Acquisition Corp. (“Borrower”), a Cayman
Islands company.
W I T N E S S E T
H:
WHEREAS,
Lender made a loan to Borrower in the original principal amount of fifty
thousand dollars ($12,500.00) as evidenced by that certain Promissory Note dated
as of March 25, 2010 made by Borrower to the order of Lender (the “Note”);
and
WHEREAS,
Borrower and Lender now desire to extend the term of the Note.
NOW,
THEREFORE, in consideration of the covenants set forth herein, and
other good and valuable consideration, the receipt and legal sufficiency of
which is hereby acknowledged, Lender and Borrower hereby agree as
follows:
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1.
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Modifications to the
Note. The Maturity Date of the Note is hereby extended to the
earlier of (i) November 9, 2011 and (ii) the date that the Company’s
Registration Statement on Form F-1 (File No. 333-171777), initially
publicly filed with the Securities and Exchange Commission (the “SEC”) on
January 20, 1010, as amended, is declared effective by the
SEC.
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2.
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Modifications to
Amendment. No provision of this Amendment may be waived,
amended or supplemented except by a written instrument executed by Lender
and Borrower.
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3.
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Successors and
Assigns. This Amendment, which sets forth the entire understanding
of the parties hereto with respect to the subject matter hereof, inures to
the benefit of, and shall be binding upon, the parties hereto and their
respective successors and assigns.
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4.
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Severability.
In the event that any one or more of the provisions contained in this
Amendment shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Amendment,
but this Amendment shall be construed as if such invalid, illegal or
unenforceable provision had never been contained
herein.
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5.
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Captions;
Counterparts. Captions used in this Amendment are for convenience
of reference only and shall not be deemed a part of this Amendment nor
used in the construction of its meaning. This Amendment may be
signed in counterparts.
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6.
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Ratification. Except
as specifically amended hereby, all of the terms, covenants and conditions
and stipulations contained in the Note are ratified and confirmed in all
respects and shall continue to apply with full force and
effect.
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[signature
pages follow]
IN
WITNESS WHEREOF, Lender and Borrower have duly executed this Amendment, as of
the date and year first above written.
| BORROWER: | |||
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By:
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/s/ Xxxxxxx Xx | |
| Name: | Xxxxxxx Xx | ||
| Title: | President | ||
| LENDER: | |||
| /s/ Xxxxxxx Xx | |||
| Name: | Xxxxxxx Xx | ||
Signature
page to Amendment to Promissory Note dated March 25,
2010
