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 • January 20th, 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 • January 20th, 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 • January 20th, 2011 • Prime Acquisition Corp • Blank checks • New York
This STOCK OPTION AGREEMENT (the “Agreement”) is made as of Feb. 25th, 2010 (the “Execution Date”), by and between Prime Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Dane Chauvel, (the “Optionee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 20th, 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”).
WARRANT AGREEMENT PRIME ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Dated as of [●], 2011Warrant Agreement • January 20th, 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.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • January 20th, 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 • January 20th, 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”).
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.
