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,...
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, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A
PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
THAN (I) CHARDAN CAPITAL MARKETS, LLC (“CHARDAN”)
OR AN UNDERWRITER OR SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A
BONA FIDE OFFICER OR PARTNER OF CHARDAN OR OF ANY SUCH UNDERWRITER OR SELECTED
DEALER.
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].
UNIT
PURCHASE OPTION
FOR THE
PURCHASE OF
________
UNITS
OF
1. Purchase Option.
THIS
CERTIFIES THAT, in consideration of $_____ duly paid by or on behalf of Chardan
Capital Markets, LLC (“Initial
Holder”), as registered owner of this Purchase Option, to Prime
Acquisition Corp. (“Company”),
Xxxxxx is entitled, at any time or from time to time upon the later of the
consummation of a Business Combination (as defined in Section 2.5)
and _________, 2011 (“Commencement
Date”) [6 months following the effective date], and at or before 5:00
p.m., New York City local time, ________, 2016 (“Expiration
Date”) [5 years following the effective date], but not thereafter, to
subscribe for, purchase and receive, in whole or in part, up to _____(_____)
units (“Units”)
of the Company, each Unit consisting of one ordinary share of the Company, par
value $0.001 per share (“Ordinary
Share”), and one-half of a warrant (“Warrant(s)”)
expiring five years from the effective date (“Effective
Date”) of the registration statement (“Registration
Statement”) pursuant to which Units are offered for sale to the public
(“Offering”).
Each Warrant is identical to the warrants included in the Units being registered
for sale to the public by way of the Registration Statement (“Public
Warrants”). If the Expiration Date is a day on which banking
institutions are authorized by law to close, then this Purchase Option may be
exercised on the next succeeding day which is not such a day in accordance with
the terms herein. During the period ending on the Expiration Date, the Company
agrees not to take any action that would terminate the Purchase Option. This
Purchase Option is initially exercisable at $12.00 per Unit so purchased;
provided, however, that upon the occurrence of any of the events specified in
Section 6 hereof, the rights granted by this Purchase Option, including the
exercise price per Unit and the number of Units (and Ordinary Shares and
Warrants) to be received upon such exercise, shall be adjusted as therein
specified. The term “Exercise Price” shall mean the initial exercise price or
the adjusted exercise price, depending on the context. The term
“Holder” shall mean, as of any date, the Initial Holder and/or any transferee
who acquires this Purchase Option (in whole or in part) in accordance with
Section 3.1 hereof.
2. Exercise.
2.1 Exercise Form. In
order to exercise this Purchase Option, the exercise form attached hereto must
be duly executed and completed and delivered to the Company, together with this
Purchase Option and payment of the Exercise Price for the Units being purchased
payable in cash or by certified check or official bank check. If the
subscription rights represented hereby shall not be exercised at or before 5:00
p.m., New York City local time, on the Expiration Date this Purchase Option
shall become and be void without further force or effect, and all rights
represented hereby shall cease and expire.
2.2 Legend. Each
certificate for the securities purchased under this Purchase Option shall bear a
legend as follows unless such securities have been registered under the
Securities Act of 1933, as amended (“Act”):
“The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended (“Act”) or applicable state law. The
securities may not be offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the Act, or pursuant to an
exemption from registration under the Act and applicable state
law.”
2.3 Cashless
Exercise.
2.3.1 Determination of Amount. In
lieu of the payment of the Exercise Price multiplied by the number of Units for
which this Purchase Option is exercisable and in lieu of being entitled to
receive Units in the manner required by Section 2.1, the Holder shall have the
right (but not the obligation) to convert any exercisable but unexercised
portion of this Purchase Option into Units (the “Conversion Right”) as follows:
upon exercise of the Conversion Right, the Company shall deliver to the Holder
(without payment by the Holder of any of the Exercise Price in cash) that number
of Units equal to the quotient obtained by dividing (x) the “Value” (as defined
below) of the portion of this Purchase Option being converted by (y) the
“Current Market Price” (as defined below) of the portion of the Purchase Option
being converted. The “Value” of the portion of this Purchase Option being
converted shall equal the remainder derived from subtracting (a) the product of
(i) the Exercise Price multiplied by (ii) the number of Units underlying the
portion of this Purchase Option being converted from (b) the product of (i)
Current Market Price of a Unit multiplied by (ii) the number of Units underlying
the portion of this Purchase Option being converted. The “Current Market Price”
of a Unit at any day shall mean (i) if the Units are listed on a national
securities exchange (including, without limitation, the NYSE Euronext and the
NASDAQ Stock Market) or quoted on the Over the Counter Bulletin Board (or any
successor electronic inter-dealer quotation system), the average closing price
of a Unit for the thirty (30) trading days immediately preceding the date of
determination of the Current Market Price in the principal trading market for
the Units as reported by the exchange or the quotation system, as the case may
be; (ii) if the Units are not listed on a national securities exchange or quoted
on Over the Counter Bulletin Board (or any successor electronic inter-dealer
quotation system), but are traded in the residual over-the-counter market, the
closing bid price for a Unit on the last trading day preceding the date in
question for which such quotations are reported by the Pink Sheets, LLC or
similar publisher of such quotations; and (iii) if the fair market value of the
Units cannot be determined pursuant to clause (i) or (ii) above, such price as
the Board of Directors of the Company shall determine, in good
faith.
2.3.2 Mechanics of Cashless
Exercise. The Conversion Right described in this Section 2.3 may be exercised by
the Holder on any Business Day on or after the Commencement Date and not later
than the Expiration Date by delivering this Purchase Option, with the duly
executed exercise form attached hereto and with the cashless exercise section
completed, specifying the total number of Units the Holder will purchase
pursuant to such Conversion Right, to the Company.
2.4 No Obligation to Net Cash
Settle. Notwithstanding anything to the contrary contained in this
Purchase Option, in no event will the Company be required to net cash settle the
exercise of the Purchase Option or the Warrants underlying the Purchase Option.
The holder of the Purchase Option and the Warrants underlying the Purchase
Option will not be entitled to exercise the Purchase Option or the Warrants
underlying such Purchase Option unless a registration statement is effective, or
an exemption from the registration requirements is available at such time and,
if the holder is not able to exercise the Purchase Option or underlying
Warrants, the Purchase Option and/or the underlying Warrants, as applicable,
will expire worthless.
2.5 Redemption of Purchase
Option.
2.5.1 The Company may call the
Purchase Option for redemption, in whole and not in part, at a price of $0.01,
upon not less than 30 days’ prior written notice of redemption, if, and only if,
(i) the Closing Price has equaled or exceeded $18.00 per share for any 20
trading days within a 30-trading-day period following consummation of the
Company’s business combination (as described more fully in the Registration
Statement) (the “Business
Combination”) (ii) at all times between the date of such notice of
redemption and the redemption date the Purchase Option is exercisable, and (iii)
at all times between the date of such notice of redemption and the redemption
date a registration statement is in effect covering the Ordinary Shares and
Warrants issuable upon exercise of the Purchase Option and a current prospectus
relating to those Ordinary Shares and Warrants is available.
2.5.2 The “Closing Price” of the
Ordinary Shares on any date of determination means:
(a) the closing
sale price for the regular trading session (without considering after hours or
other trading outside regular trading session hours) of the Common Stock
(regular way) as reported in the composite transactions for the principal United
States securities exchange on which the Ordinary Shares is so listed on that
date (or, if no closing price is reported, the last reported sale price during
that regular trading session), or
(b) if the
Ordinary Shares is not so quoted, the last quoted bid price for the Ordinary
Shares in the over the counter market as reported by the OTC Bulletin Board, the
National Quotation Bureau or similar organization, or
(c) if the
Ordinary Shares is not so quoted, the average of the mid point of the last bid
and ask prices for the Ordinary Shares from at least three nationally recognized
investment banking firms that the Company selects for this purpose.
2.6 Warrant
Exercise. Any Warrants underlying the Units shall be issued pursuant and subject
to the terms and conditions set forth in the Warrant Agreement, dated [●],
by and between the Company and American Stock Transfer &
Trust Company (the “Warrant
Agreement”).
3. Transfer.
3.1 General Restrictions.
The registered Holder of this Purchase Option, by its acceptance hereof, agrees
that it will not sell, transfer, assign, pledge or hypothecate this Purchase
Option (or the Ordinary Shares and Warrants underlying this Purchase Option) for
a period of one year (including a period of 180 days pursuant to FINRA Rule
5110(g)(1)) following the Effective Date to anyone other than (i) Chardan
or an underwriter or selected dealer in connection with the Offering, or
(ii) a bona fide officer, manager, member or partner of Chardan or of any
such underwriter or selected dealer. On and after the first anniversary of the
Effective Date, transfers to others may be made subject to compliance with or
exemptions from applicable securities laws. In order to make any permitted
assignment, the Holder must deliver to the Company the assignment form attached
hereto duly executed and completed, together with the Purchase Option and
payment of all transfer taxes, if any, payable in connection therewith. The
Company shall within five business days transfer this Purchase Option on the
books of the Company and shall execute and deliver a new Purchase Option or
Purchase Options of like tenor to the appropriate assignee(s) expressly
evidencing the right to purchase the aggregate number of Units purchasable
hereunder or such portion of such number as shall be contemplated by any such
assignment.
3.2 Restrictions Imposed by the
Act. The securities evidenced by this Purchase Option shall not be
transferred unless and until (i) the Company has received the opinion of
counsel for the Holder that the securities may be transferred pursuant to an
exemption from registration under the Act and applicable state securities laws,
the availability of which is established to the reasonable satisfaction of the
Company, or (ii) a registration statement or a post-effective amendment to
the Registration Statement relating to such securities has been filed by the
Company and declared effective by the Securities and Exchange Commission (the
“Commission”),
a current prospectus is available and compliance with applicable state
securities law has been established.
4. New Purchase Options to be
Issued.
4.1 Partial Exercise or
Transfer. Subject to the restrictions in Section 3 hereof, this Purchase
Option may be exercised or assigned in whole or in part. In the event
of the exercise or assignment hereof in part only, upon surrender of this
Purchase Option for cancellation, together with the duly executed exercise or
assignment form and funds sufficient to pay any Exercise Price (except to the
extent the Holder elects to exercise this Purchase Option by means of a cashless
exercise as provided by Section 2.3 above) and/or transfer tax, the Company
shall cause to be delivered to the Holder without charge a new Purchase Option
of like tenor to this Purchase Option in the name of the Holder evidencing the
right of the Holder to purchase the number of Units purchasable hereunder as to
which this Purchase Option has not been exercised or assigned. In
addition, upon surrender of the original Purchase Option at the offices of the
Company, together with evidence reasonably satisfactory to the Company in its
sole discretion of the transfer thereof, the Company shall cause to be delivered
to any Permitted Transferee without charge a new Purchase Option of like tenor
to this Purchase Option in the name of such transferee evidencing the right of
such transferee to purchase the number of Units purchasable hereunder as to
which this Purchase Option has been transferred to such transferee.
4.2 Lost Certificate.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Purchase Option and of reasonably satisfactory
indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Option of like tenor and date. Any such new Purchase Option
executed and delivered as a result of such loss, theft, mutilation or
destruction shall constitute a substitute contractual obligation on the part of
the Company.
5. Registration
Rights.
5.1 Demand
Registration.
5.1.1 Grant of Right. The
Company, upon written demand (“Initial
Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options
and/or the underlying Units and/or the underlying securities (“Majority
Holders”), agrees to use its best efforts to register (the “Demand
Registration”) under the Act on one occasion, all or any portion of the
Purchase Options requested by the Majority Holders in the Initial Demand Notice
and all of the securities underlying such Purchase Options, including the Units,
Ordinary Shares, the Warrants and the Ordinary Shares underlying the Warrants
(collectively, the “Registrable
Securities”). On such occasion, the Company will use its best efforts to
file a registration statement or a post-effective amendment to the Registration
Statement covering the Registrable Securities within sixty days after receipt of
the Initial Demand Notice and use its best efforts to have such registration
statement or post-effective amendment declared effective as soon as possible
thereafter. The demand for registration may be made at any time during a period
of five years beginning on the Effective Date. The Initial Demand
Notice shall specify the number and type of Registrable Securities proposed to
be sold and the intended method(s) of distribution thereof. The Company will
notify all holders of the Purchase Options and/or Registrable Securities of the
demand within ten days from the date of the receipt of any such Initial Demand
Notice. Each holder of Registrable Securities who wishes to include all or a
portion of such holder’s Registrable Securities in the Demand Registration (each
such holder including shares of Registrable Securities in such registration, a
“Demanding
Holder”) shall so notify the Company within fifteen (15) days after the
receipt by the holder of the notice from the Company. Upon any such request, the
Demanding Holders shall be entitled to have their Registrable Securities
included in the Demand Registration, subject to Section 5.1.4.
5.1.2 Effective
Registration. A registration will not count as a Demand Registration
until the registration statement filed with the Commission with respect to such
Demand Registration has been declared effective and the Company has complied
with all of its obligations under this Agreement with respect thereto: provided,
however, that if, after such registration statement has been declared effective,
the offering of Registrable Securities pursuant to a Demand Registration is
interfered with by any stop order or injunction of the Commission or any other
governmental agency or court, the registration statement with respect to such
Demand Registration will be deemed not to have been declared effective unless
and until such stop order or injunction is removed, rescinded or otherwise
terminated.
5.1.3 Underwritten
Offering. If the Majority Holders so elect and such holders so advise the
Company as part of the Initial Demand Notice, the offering of such Registrable
Securities pursuant to such Demand Registration shall be in the form of an
underwritten offering. In such event, the right of any holder to include its
Registrable Securities in such registration shall be conditioned upon such
holder’s participation in such underwriting and the inclusion of such holder’s
Registrable Securities in the underwriting to the extent provided herein. All
Demanding Holders proposing to distribute their securities through such
underwriting shall enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for such underwriting by the Majority
Holders.
5.1.4 Reduction of
Offering. If the managing underwriter or underwriters for a Demand
Registration that is to be an underwritten offering advises the Company and the
Demanding Holders in writing that the dollar amount or number of shares of
Registrable Securities which the Demanding Holders desire to sell, taken
together with all other Ordinary Shares or other securities which the Company
desires to sell and the Ordinary Shares, if any, as to which registration has
been requested pursuant to written contractual piggy-back registration rights
held by other stockholders of the Company who desire to sell, exceeds the
maximum dollar amount or maximum number of shares that can be sold in such
offering without adversely affecting the proposed offering price, the timing,
the distribution method, or the probability of success of such offering (such
maximum dollar amount or maximum number of shares, as applicable, the “Maximum
Number of Shares”), then the Company shall include in such registration:
(i) first, the Registrable Securities as to which Demand Registration has
been requested by the Demanding Holders (pro rata in accordance with the number
of shares that each such Person has requested be included in such registration,
regardless of the number of shares held by each such Person (such proportion is
referred to herein as “Pro
Rata”)) that can be sold without exceeding the Maximum Number of Shares;
(ii) second, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clause (i), the Ordinary Shares or other securities
that the Company desires to sell that can be sold without exceeding the Maximum
Number of Shares; (iii) third, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clauses (i) and (ii), the
Ordinary Shares or other securities registrable pursuant to the terms of the
Registration Rights Agreement between the Company and the initial investors in
the Company, dated as of ________, 2011 (the “Registration
Rights Agreement” and such registrable securities, the “Investor
Securities”) as to which “piggy-back” registration has been requested by
the holders thereof, Pro Rata, that can be sold without exceeding the Maximum
Number of Shares; and (iv) fourth, to the extent that the Maximum Number of
Shares have not been reached under the foregoing clauses (i), (ii), and
(iii), the Ordinary Shares or other securities for the account of other persons
that the Company is obligated to register pursuant to written contractual
arrangements with such persons and that can be sold without exceeding the
Maximum Number of Shares.
5.1.5 Withdrawal. If a
majority-in-interest of the Demanding Holders disapprove of the terms of any
underwriting or are not entitled to include all of their Registrable Securities
in any offering, such majority-in-interest of the Demanding Holders may elect to
withdraw from such offering by giving written notice to the Company and the
underwriter or underwriters of their request to withdraw prior to the
effectiveness of the registration statement filed with the Commission with
respect to such Demand Registration. If the majority-in-interest of the
Demanding Holders withdraws from a proposed offering relating to a Demand
Registration, then the Company does not have to continue its obligations under
Section 5.1 with respect to such proposed offering and assuming the
Demanding Holders pay for any expenses incurred by the Company in connection
with said withdraw offering such registration shall not count as a Demand
Registration provided for in Section 5.1.
5.1.6 Terms. The Company
shall bear all fees and expenses attendant to registering the Registrable
Securities, including the expenses of any legal counsel selected by the Holders
to represent them in connection with the sale of the Registrable Securities, but
the Holders shall pay any and all underwriting commissions. The Company agrees
to use its reasonable best efforts to qualify or register the Registrable
Securities in such states as are reasonably requested by the Majority Holder(s);
provided, however, that in no event shall the Company be required to register
the Registrable Securities in a state in which such registration would cause (i)
the Company to be obligated to qualify to do business in such state, or would
subject the Company to taxation as a foreign corporation doing business in such
jurisdiction or (ii) the principal stockholders of the Company to be
obligated to escrow their shares of capital stock of the Company. The Company
shall use its best efforts to cause any registration statement or post-effective
amendment filed pursuant to the demand rights granted under Section 5.1.1 to
remain effective for a period of nine consecutive months from the effective date
of such registration statement or post-effective amendment.
5.2 Piggy-Back
Registration.
5.2.1 Piggy-Back Rights. If
at any time during the seven year period commencing on the Effective Date the
Company proposes to file a registration statement under the Act with respect to
an offering of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities, by the Company for
its own account or for stockholders of the Company for their account (or by the
Company and by stockholders of the Company including, without limitation,
pursuant to Section 5.1), other than a registration statement (i) filed in
connection with any employee stock option or other benefit plan, (ii) for
an exchange offer or offering of securities solely to the Company’s existing
stockholders, (iii) for an offering of debt that is convertible into equity
securities of the Company or (iv) for a dividend reinvestment plan, then
the Company shall (x) give written notice of such proposed filing to the holders
of Registrable Securities as soon as practicable but in no event less than ten
(10) days before the anticipated filing date, which notice shall describe the
amount and type of securities to be included in such offering, the intended
method(s) of distribution, and the name of the proposed managing underwriter or
underwriters, if any, of the offering, and (y) offer to the holders of
Registrable Securities in such notice the opportunity to register the sale of
such number of shares of Registrable Securities as such holders may request in
writing within five (5) days following receipt of such notice (a “Piggy-Back
Registration”). The Company shall cause such Registrable Securities to be
included in such registration and shall use its best efforts to cause the
managing underwriter or underwriters of a proposed underwritten offering to
permit the Registrable Securities requested to be included in a Piggy-Back
Registration on the same terms and conditions as any similar securities of the
Company and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof.
All holders of Registrable Securities proposing to distribute their securities
through a Piggy-Back Registration that involves an underwriter or underwriters
shall enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such Piggy-Back
Registration.
5.2.2 Reduction of
Offering. If the managing underwriter or underwriters for a Piggy-Back
Registration that is to be an underwritten offering advises the Company and the
holders of Registrable Securities in writing that the dollar amount or number of
Ordinary Shares which the Company desires to sell, taken together with Ordinary
Shares, if any, as to which registration has been demanded pursuant to written
contractual arrangements with persons other than the holders of Registrable
Securities hereunder, the Registrable Securities as to which registration has
been requested under this Section 5.2, and the Ordinary Shares, if any, as to
which registration has been requested pursuant to the written contractual
piggy-back registration rights of other stockholders of the Company, exceeds the
Maximum Number of Shares, then the Company shall include in any such
registration:
(a) If the
registration is undertaken for the Company’s account: (A) first, the
Ordinary Shares or other securities that the Company desires to sell that can be
sold without exceeding the Maximum Number of Shares; (B) second, to the
extent that the Maximum Number of Shares has not been reached under the
foregoing clause (A), the Ordinary Shares or other securities, if any,
comprised of Registrable Securities and Investor Securities, as to
which registration has been requested pursuant to the applicable written
contractual piggy-back registration rights of such security holders, Pro Rata,
that can be sold without exceeding the Maximum Number of Shares; and
(C) third, to the extent that the Maximum Number of shares has not been
reached under the foregoing clauses (A) and (B), the Ordinary Shares or
other securities for the account of other persons that the Company is obligated
to register pursuant to written contractual piggy-back registration rights with
such persons and that can be sold without exceeding the Maximum Number of
Shares;
(b) If the
registration is a “demand” registration undertaken at the demand of holders of
Investor Securities, (A) first, the Ordinary Shares or other securities for
the account of the demanding persons, Pro Rata, that can be sold without
exceeding the Maximum Number of Shares; (B) second, to the extent that the
Maximum Number of Shares has not been reached under the foregoing
clause (A), the Ordinary Shares or other securities that the Company
desires to sell that can be sold without exceeding the Maximum Number of Shares;
(C) third, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (A) and (B), the shares of Registrable
Securities, Pro Rata, as to which registration has been requested pursuant to
the terms hereof, that can be sold without exceeding the Maximum Number of
Shares; and (D) fourth, to the extent that the Maximum Number of Shares has
not been reached under the foregoing clauses (A), (B) and (C), the Ordinary
Shares or other securities for the account of other persons that the Company is
obligated to register pursuant to written contractual arrangements with such
persons, that can be sold without exceeding the Maximum Number of Shares;
and
(c) If the
registration is a “demand” registration undertaken at the demand of persons
other than either the holders of Registrable Securities or of Investor
Securities, (A) first, the Ordinary Shares or other securities for the account
of the demanding persons that can be sold without exceeding the Maximum Number
of Shares; (B) second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (A), the Ordinary Shares or other
securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; (C) third, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clauses (A) and (B),
collectively the Ordinary Shares or other securities comprised of Registrable
Securities and Investor Securities, Pro Rata, as to which registration has been
requested pursuant to the terms hereof and of the Registration Rights Agreement,
as applicable, that can be sold without exceeding the Maximum Number of Shares;
and (D) fourth, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or
other securities for the account of other persons that the Company is obligated
to register pursuant to written contractual arrangements with such persons, that
can be sold without exceeding the Maximum Number of Shares.
5.2.3 Withdrawal. Any
holder of Registrable Securities may elect to withdraw such xxxxxx’s request for
inclusion of Registrable Securities in any Piggy-Back Registration by giving
written notice to the Company of such request to withdraw prior to the
effectiveness of the registration statement. The Company (whether on its own
determination or as the result of a withdrawal by persons making a demand
pursuant to written contractual obligations) may withdraw a registration
statement at any time prior to the effectiveness of the registration statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
by the holders of Registrable Securities in connection with such Piggy-Back
Registration as provided in Section 5.2.4.
5.2.4 Terms. The Company
shall bear all fees and expenses attendant to registering the Registrable
Securities, including the expenses of any legal counsel selected by the Holders
to represent them in connection with the sale of the Registrable Securities but
the Holders shall pay any and all underwriting commissions related to the
Registrable Securities. In the event of such a proposed registration, the
Company shall furnish the then Holders of outstanding Registrable Securities
with not less than fifteen days written notice prior to the proposed date of
filing of such registration statement. Such notice to the Holders shall continue
to be given for each applicable registration statement filed (during the period
in which the Purchase Option is exercisable) by the Company until such time as
all of the Registrable Securities have been registered and sold. The Holders of
the Registrable Securities shall exercise the “piggy-back” rights provided for
herein by giving written notice, within ten days of the receipt of the Company’s
notice of its intention to file a registration statement. The Company shall use
its best efforts to cause any registration statement filed pursuant to the above
“piggyback” rights to remain effective for at least nine months from the date
that the Holders of the Registrable Securities are first given the opportunity
to sell all of such securities.
5.3 Intentionally
Omitted.
5.4 General
Terms.
5.4.1 Indemnification. The
Company shall indemnify the Holder(s) of the Registrable Securities to be sold
pursuant to any registration statement hereunder and each person, if any, who
controls such Holders within the meaning of Section 15 of the Act or Section
20(a) of the Securities Exchange Act of 1934, as amended (“Exchange
Act”), against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other expenses reasonably incurred in
investigating, preparing or defending against litigation, commenced or
threatened, or any claim whatsoever whether arising out of any action between
the underwriter and the Company or between the underwriter and any third party
or otherwise) to which any of them may become subject under the Act, the
Exchange Act or otherwise, arising from such registration statement but only to
the same extent and with the same effect as the provisions pursuant to which the
Company has agreed to indemnify the underwriters contained in Section [5.1]
of the Underwriting Agreement between the Company, Chardan and the other
underwriters named therein dated the Effective Date. The Holder(s) of the
Registrable Securities to be sold pursuant to such registration statement, and
their successors and assigns, shall severally, and not jointly, indemnify the
Company, its officers and directors and each person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which
they may become subject under the Act, the Exchange Act or otherwise, arising
from information furnished by or on behalf of such Holders, or their successors
or assigns, in writing, for specific inclusion in such registration statement to
the same extent and with the same effect as the provisions contained in
Section [5.2] of the Underwriting Agreement pursuant to which the
underwriters have agreed to indemnify the Company.
5.4.2 Exercise of Purchase
Options. Nothing contained in this Purchase Option shall be construed as
requiring the Holder(s) to exercise their Purchase Options or Warrants
underlying such Purchase Options prior to or after the initial filing of any
registration statement or the effectiveness thereof.
5.4.3 Documents Delivered to
Holders. The Company shall furnish Chardan, as representative of the
Holders participating in any of the foregoing offerings, a signed counterpart,
addressed to the participating Holders, of (i) an opinion of counsel to the
Company, dated the effective date of such registration statement (and, if such
registration includes an underwritten public offering, an opinion dated the date
of the closing under any underwriting agreement related thereto), and (ii) a
“cold comfort” letter dated the effective date of such registration statement
(and, if such registration includes an underwritten public offering, a letter
dated the date of the closing under the underwriting agreement) signed by the
independent public accountants who have issued a report on the Company’s
financial statements included in such registration statement, in each case
covering substantially the same matters with respect to such registration
statement (and the prospectus included therein) and, in the case of such
accountants’ letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer’s counsel
and in accountants’ letters delivered to underwriters in underwritten public
offerings of securities. The Company shall also deliver promptly to Chardan, as
representative of the Holders participating in the offering, the correspondence
and memoranda described below and copies of all correspondence between the
Commission and the Company, its counsel or auditors and all memoranda relating
to discussions with the Commission or its staff with respect to the registration
statement and permit Chardan, as representative of the Holders, to do such
investigation, upon reasonable advance notice, with respect to information
contained in or omitted from the registration statement as it deems reasonably
necessary to comply with applicable securities laws or rules of FINRA. Such
investigation shall include access to books, records and properties and
opportunities to discuss the business of the Company with its officers and
independent auditors, all to such reasonable extent and at such reasonable times
and as often as Chardan, as representative of the Holders, shall reasonably
request. The Company shall not be required to disclose any confidential
information or other records to Chardan, as representative of the Holders, or to
any other person, until and unless such persons shall have entered into
reasonable confidentiality agreements (in form and substance reasonably
satisfactory to the Company), with the Company with respect
thereto.
5.4.4 Underwriting
Agreement. The Company shall enter into an underwriting agreement with
the managing underwriter(s), if any, selected by any Holders whose Registrable
Securities are being registered pursuant to this Section 5, which managing
underwriter shall be reasonably acceptable to the Company. Such agreement shall
be reasonably satisfactory in form and substance to the Company, each Holder and
such managing underwriters, and shall contain such representations, warranties
and covenants by the Company and such other terms as are customarily contained
in agreements of that type used by the managing underwriter. The Holders shall
be parties to any underwriting agreement relating to an underwritten sale of
their Registrable Securities and may, at their option, require that any or all
the representations, warranties and covenants of the Company to or for the
benefit of such underwriters shall also be made to and for the benefit of such
Holders. Such Holders shall not be required to make any representations or
warranties to or agreements with the Company or the underwriters except as they
may relate to such Holders and their intended methods of distribution. Such
Holders, however, shall agree to such covenants and indemnification and
contribution obligations for selling stockholders as are customarily contained
in agreements of that type used by the managing underwriter. Further, such
Holders shall execute appropriate custody agreements and otherwise cooperate
fully in the preparation of the registration statement and other documents
relating to any offering in which they include securities pursuant to this
Section 5. Each Holder shall also furnish to the Company such information
regarding itself, the Registrable Securities held by it, and the intended method
of disposition of such securities as shall be reasonably required to effect the
registration of the Registrable Securities.
5.4.5 Rule 144 Sale.
Notwithstanding anything contained in this Section 5 to the contrary, the
Company shall have no obligation pursuant to Sections 5.1 or 5.2 to use its best
efforts to obtain the registration of Registrable Securities held by any Holder
(i) where such Holder would then be entitled to sell under Rule 144 within any
three-month period (or such other period prescribed under Rule 144 as may be
provided by amendment thereof) all of the Registrable Securities then held by
such Holder, and (ii) where the number of Registrable Securities held by such
Holder is within the volume limitations under paragraph (e) of Rule 144
(calculated as if such Holder were an affiliate within the meaning of Rule
144).
5.4.6 Supplemental
Prospectus. Each Holder agrees, that upon receipt of any notice from the
Company of the happening of any event as a result of which the prospectus
included in the registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing, such Holder will immediately
discontinue disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until such Xxxxxx’s receipt of
the copies of a supplemental or amended prospectus, and, if so desired by the
Company, such Holder shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a certificate of such
destruction) all copies, other than permanent file copies then in such Holder’s
possession, of the prospectus covering such Registrable Securities current at
the time of receipt of such notice.
6. Adjustments.
6.1 Adjustments to Exercise
Price and Number of Securities. The Exercise Price and the number of
Securities underlying the Purchase Option shall be subject to adjustment from
time to time as hereinafter set forth:
6.1.1 Stock Dividends -
Split-Ups. If after the date hereof, and subject to the provisions of
Section 6.4 below, the number of outstanding Ordinary Shares is increased by a
stock dividend payable in Ordinary Shares or by a split-up of Ordinary Shares or
other similar event, then, on the effective date thereof, the number of Ordinary
Shares underlying each of the Units purchasable hereunder shall be increased in
proportion to such increase in outstanding shares. In such case, the number of
Ordinary Shares, and the exercise price applicable thereto, underlying the
Warrants underlying each of the Units purchasable hereunder shall be adjusted in
accordance with the terms of the Warrants. For example, if the Company declares
a two-for-one stock dividend and at the time of such dividend this Purchase
Option is for the purchase of one Unit at $12.00 per whole Unit (each Warrant
underlying the Units is exercisable for $7.50 per share), upon effectiveness of
the dividend, this Purchase Option will be adjusted to allow for the purchase of
one Unit at $12.00 per Unit, each Unit entitling the holder to receive two
Ordinary Shares and two Warrants (each Warrant exercisable for $3.75 per
share).
6.1.2 Aggregation of
Shares. If after the date hereof, and subject to the provisions of
Section 6.4, the number of outstanding Ordinary Shares is decreased by a
consolidation, combination or reclassification of Ordinary Shares or other
similar event, then, on the effective date thereof, the number of Ordinary
Shares underlying each of the Units purchasable hereunder shall be decreased in
proportion to such decrease in outstanding shares. In such case, the number of
Ordinary Shares, and the exercise price applicable thereto, underlying the
Warrants underlying each of the Units purchasable hereunder shall be adjusted in
accordance with the terms of the Warrants.
6.1.3 Replacement of Securities
upon Reorganization, etc. In case of any reclassification or
reorganization of the outstanding Ordinary Shares other than a change covered by
Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such
Ordinary Shares, or in the case of any merger or consolidation of the Company
with or into another corporation (other than a consolidation or merger in which
the Company is the continuing corporation and that does not result in any
reclassification or reorganization of the outstanding Ordinary Shares), or in
the case of any sale or conveyance to another corporation or entity of the
property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, the Holder of this Purchase
Option shall have the right thereafter (until the expiration of the right of
exercise of this Purchase Option) to receive upon the exercise hereof, for the
same aggregate Exercise Price payable hereunder immediately prior to such event,
the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer, by
a Holder of the number of Ordinary Shares of the Company obtainable upon
exercise of this Purchase Option and the underlying Warrants immediately prior
to such event; and if any reclassification also results in a change in Ordinary
Shares covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made
pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this
Section 6.1.3 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other
transfers.
6.1.4 Business Combination.
If, upon the Company’s consummation of the Business Combination, Xxxx Xxx Xx,
Xxxxx Xxxx-Xxxx Xxx, and Xxxxxxx Xx have been required, as a closing condition,
to cancel any of the Ordinary Shares or Warrants issued to them prior to the
consummation of the Company’s initial public offering or the private placement
of warrants occurring immediately prior to the initial public offering (the
“Insider Promote”) and
such cancelled Ordinary Shares or Warrants are not replaced following the
Business Combination, the number of Units purchasable from the exercise of the
Purchase Option shall be reduced on a pro-rata basis with the reduction of the
Insider Promote.
6.1.5 Changes in Form of Purchase
Option. This form of Purchase Option need not be changed because of any
change pursuant to this Section, and Purchase Options issued after such change
may state the same Exercise Price and the same number of Units as are stated in
the Purchase Options initially issued pursuant to this Agreement. The acceptance
by any Holder of the issuance of new Purchase Options reflecting a required or
permissive change shall not be deemed to waive any rights to an adjustment
occurring after the Commencement Date or the computation thereof.
6.1.6 Adjustments of Warrants. To
the extent the exercise price of the Warrants are changed pursuant to Section 11
of the Warrant Agreement, either due to the anti-dilution provisions thereof or
otherwise, the exercise price of the Warrants underlying this Purchase Option
shall be proportionately changed.
6.2 [Intentionally
Omitted]
6.3 Substitute Purchase
Option. In case of any consolidation of the Company with, or merger of
the Company with, or merger of the Company into, another corporation (other than
a consolidation or merger which does not result in any reclassification or
change of the outstanding Ordinary Share), the corporation formed by such
consolidation or merger shall execute and deliver to the Holder a supplemental
Purchase Option providing that the holder of each Purchase Option then
outstanding or to be outstanding shall have the right thereafter (until the
stated expiration of such Purchase Option) to receive, upon exercise of such
Purchase Option, the kind and amount of shares of stock and other securities and
property receivable upon such consolidation or merger, by a holder of the number
of Ordinary Shares of the Company for which such Purchase Option might have been
exercised immediately prior to such consolidation, merger, sale or transfer.
Such supplemental Purchase Option shall provide for adjustments which shall be
identical to the adjustments provided in Section 6. The above provision of this
Section shall similarly apply to successive consolidations or
mergers. In the event of a merger or consolidation as described in
this Section 6, the Warrants underlying the Units shall be adjusted in
accordance with and as set forth in Section 11 of the Warrant
Agreement.
6.4 Elimination of Fractional
Interests. The Company shall not be required to issue certificates
representing fractions of Ordinary Shares or Warrants upon the exercise of the
Purchase Option, nor shall it be required to issue scrip or pay cash in lieu of
any fractional interests, it being the intent of the parties that all fractional
interests shall be eliminated by rounding any fraction up to the nearest whole
number of Warrants, Ordinary Shares or other securities, properties or
rights.
7. Reservation and Listing. The
Company shall at all times reserve and keep available out of its authorized
Ordinary Shares, solely for the purpose of issuance upon exercise of the
Purchase Options or the Warrants underlying the Purchase Option, such number of
Ordinary Shares or other securities, properties or rights as shall be issuable
upon the exercise thereof. The Company covenants and agrees that, upon exercise
of the Purchase Options and payment of the Exercise Price therefor, all Ordinary
Shares and other securities issuable upon such exercise shall be duly and
validly issued, fully paid and non-assessable and not subject to preemptive
rights of any stockholder. The Company further covenants and agrees that upon
exercise of the Warrants underlying the Purchase Options and payment of the
respective Warrant exercise price therefor, all Ordinary Shares and other
securities issuable upon such exercise shall be duly and validly issued, fully
paid and non-assessable and not subject to preemptive rights of any stockholder.
As long as the Purchase Options shall be outstanding, the Company shall use its
best efforts to cause all (i) Units and Ordinary Shares issuable upon exercise
of the Purchase Options, (iii) Warrants issuable upon exercise of the Purchase
Options and (iv) Ordinary Shares issuable upon exercise of the Warrants included
in the Units issuable upon exercise of the Purchase Option to be listed (subject
to official notice of issuance) on all securities exchanges (or, if applicable,
on the Nasdaq National Market, SmallCap Market, OTC Bulletin Board or any
successor trading market) on which the Units, the Ordinary Share or the Public
Warrants issued to the public in connection herewith may then be listed and/or
quoted.
8. Certain Notice
Requirements.
8.1 Holder’s Right to Receive
Notice. Nothing herein shall be construed as conferring upon the Holders
the right to vote or consent as a stockholder for the election of directors or
any other matter, or as having any rights whatsoever as a stockholder of the
Company. If, however, at any time prior to the expiration of the Purchase
Options and their exercise, any of the events described in Section 8.2 shall
occur, then, in one or more of said events, the Company shall give written
notice of such event at least fifteen days prior to the date fixed as a record
date or the date of closing the transfer books for the determination of the
stockholders entitled to such dividend, distribution, conversion or exchange of
securities or subscription rights, or entitled to vote on such proposed
dissolution, liquidation, winding up or sale. Such notice shall specify such
record date or the date of the closing of the transfer books, as the case may
be. Notwithstanding the foregoing, the Company shall deliver to each Holder a
copy of each notice given to the other stockholders of the Company at the same
time and in the same manner that such notice is given to the
stockholders.
8.2 Events Requiring
Notice. The Company shall be required to give the notice described in
this Section 8 upon one or more of the following events: (i) if the Company
shall take a record of the holders of its Ordinary Shares for the purpose of
entitling them to receive a dividend or distribution payable otherwise than in
cash, or a cash dividend or distribution payable otherwise than out of retained
earnings, as indicated by the accounting treatment of such dividend or
distribution on the books of the Company, or (ii) the Company shall offer to all
the holders of its Ordinary Share any additional shares of capital stock of the
Company or securities convertible into or exchangeable for shares of capital
stock of the Company, or any option, right or warrant to subscribe therefor, or
(iii) a dissolution, liquidation or winding up of the Company (other than in
connection with a consolidation or merger) or a sale of all or substantially all
of its property, assets and business shall be proposed.
8.3 Notice of Change in Exercise
Price. The Company shall, promptly after an event requiring a change in
the Exercise Price pursuant to Section 6 hereof, send notice to the Holders of
such event and change (“Price
Notice”). The Price Notice shall describe the event causing the change
and the method of calculating same and shall be certified as being true and
accurate by the Company’s President and Chief Financial Officer.
8.4 Transmittal of
Notices. All notices, requests, consents and other communications under
this Purchase Option shall be in writing and shall be deemed to have been duly
made when hand delivered, or mailed by express mail or private courier service:
(i) if to the registered Holder of the Purchase Option, to the address of such
Holder as shown on the books of the Company, or (ii) if to the Company, to the
following address or to such other address as the Company may designate by
notice to the Holders:
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No.
000, Xxxxxxxxx Xxxx Xxxx
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Shijiazhuang
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Hebei
Province, 050011
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People’s
Republic of China
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Attn: Chairman
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9. Miscellaneous.
9.1 Amendments. The
Company and Chardan may from time to time supplement or amend this Purchase
Option without the approval of any of the Holders in order to cure any
ambiguity, to correct or supplement any provision contained herein that may be
defective or inconsistent with any other provisions herein, or to make any other
provisions in regard to matters or questions arising hereunder that the Company
and Chardan may deem necessary or desirable and that the Company and Xxxxxxx
xxxx shall not adversely affect the interest of the Holders. All other
modifications or amendments shall require the written consent of and be signed
by the party against whom enforcement of the modification or amendment is
sought.
9.2 Headings. The
headings contained herein are for the sole purpose of convenience of reference,
and shall not in any way limit or affect the meaning or interpretation of any of
the terms or provisions of this Purchase Option.
9.3 Entire Agreement.
This Purchase Option (together with the other agreements and documents being
delivered pursuant to or in connection with this Purchase Option) constitutes
the entire agreement of the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings of the parties,
oral and written, with respect to the subject matter hereof.
9.4 Binding Effect. This
Purchase Option shall inure solely to the benefit of and shall be binding upon,
the Holder and the Company and their permitted assignees, respective successors,
legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or
by virtue of this Purchase Option or any provisions herein
contained.
9.5 Governing Law; Submission to
Jurisdiction. This Purchase Option shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without giving
effect to conflict of laws. The Company hereby agrees that any action,
proceeding or claim against it arising out of, or relating in any way to this
Purchase Option shall be brought and enforced in the courts of the State of New
York or of the United States of America for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any process
or summons to be served upon the Company may be served by transmitting a copy
thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 8 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the
Company in any action, proceeding or claim. The Company and the Holder agree
that the prevailing party(ies) in any such action shall be entitled to recover
from the other party(ies) all of its reasonable attorneys’ fees and expenses
relating to such action or proceeding and/or incurred in connection with the
preparation therefor.
9.6 Waiver, Etc. The
failure of the Company or the Holder to at any time enforce any of the
provisions of this Purchase Option shall not be deemed or construed to be a
waiver of any such provision, nor to in any way affect the validity of this
Purchase Option or any provision hereof or the right of the Company or any
Holder to thereafter enforce each and every provision of this Purchase Option.
No waiver of any breach, non-compliance or non-fulfillment of any of the
provisions of this Purchase Option shall be effective unless set forth in a
written instrument executed by the party or parties against whom or which
enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non- fulfillment shall be construed or deemed to be a waiver
of any other or subsequent breach or non-compliance.
9.7 Execution in
Counterparts. This Purchase Option may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement, and shall become effective when one
or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto.
[Remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by its
duly authorized officer as of the __ day of _______, 2011.
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By:
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Name:
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Title:
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Unit
Purchase Option
Form to
be used to exercise Purchase Option:
No. 000,
Xxxxxxxxx Xxxx Xxxx
Shijiazhuang
Hebei
Province, 050011 China
People’s
Republic of China
Attn: Chairman
Date:_________________,
201__
The
undersigned hereby elects irrevocably to exercise all or a portion of the within
Purchase Option and to purchase ____ Units of Prime Acquisition Corp. and hereby
makes payment of $____________ (at the rate of $_________ per Unit) in payment
of the Exercise Price pursuant thereto. Please issue the Ordinary Shares and
Warrants as to which this Purchase Option is exercised in accordance with the
instructions given below.
or
The
undersigned hereby elects irrevocably to convert its right to purchase _________
Units purchasable under the within Purchase Option by surrender of the
unexercised portion of the attached Purchase Option (with a “Value” based of
$_______ based on a “Market Price” of $_______). Please issue the securities
comprising the Units as to which this Purchase Option is exercised in accordance
with the instructions given below.
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NOTICE: The
signature to this assignment must correspond with the name as written upon
the face of the purchase option in every particular, without alteration or
enlargement or any change
whatever.
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Signature(s)
Guaranteed:
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THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT
TO S.E.C. RULE 17Ad-15).
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INSTRUCTIONS
FOR REGISTRATION OF SECURITIES
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Name
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(Print
in Block Letters)
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Address
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Form to
be used to assign Purchase Option:
ASSIGNMENT
(To be
executed by the registered Holder to effect a transfer of the within Purchase
Option):
FOR VALUE
RECEIVED,______________________________________________ does hereby sell, assign
and transfer unto___________________________________________ the right to
purchase __________ Units of Prime Acquisition Corp. (“Company”)
evidenced by the within Purchase Option and does hereby authorize the Company to
transfer such right on the books of the Company.
Dated:___________________,
201_
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Signature
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NOTICE: The
signature to this assignment must correspond with the name as written upon
the face of the purchase option in every particular, without alteration or
enlargement or any change whatever.
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Signature(s)
Guaranteed:
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THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT
TO S.E.C. RULE 17Ad-15).
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