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 • February 14th, 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 • February 14th, 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 • February 14th, 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”).
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”).
