Execution version


 




 





AMENDMENT AGREEMENT


 


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).


 


WHEREAS, the Parties
have entered into a Stock Purchase Agreement, dated as of June 22, 2013 (the "Purchase Agreement");


 


WHEREAS, pursuant to
Section 2.2 of the Purchase Agreement, the consideration for the Units shall be represented by Stock Certificates representing
a number of Exchange Shares equal to: (a) the Enterprise Value, plus the Change in Cash, minus Liabilities, multiplied by (b) the
Exchange Rate, divided by (c) 10;


 


WHEREAS, the Parties
are desirous to amend the definition of Liabilities, as such term is used in Section 2.2 of the Purchase Agreement;


 


WHEREAS, the Parties
have entered into an Agreement, dated as of August 6, 2013 (the "Agreement") pursuant to which, among other things,
the Parties have agreed that the aggregate amount of Liabilities reflected in the Financial Statements to be used in connection
with the calculation of the Exchange Consideration would be subject to further adjustments to be mutually agreed on by the Parties
no later than September 3, 2013;


 


WHEREAS, the Parties
are desirous to memorialize the Parties’ understanding regarding the determination of the Liabilities and the amount of the
Exchange Consideration as at September 30, 2013; and


 


WHEREAS, the Parties
hereby acknowledge that the Exchange Consideration has been determined on the basis of the Liabilities as set forth in Annex A
hereto.


 


WHEREAS, pursuant to
Section 13.2 of the Purchase Agreement, any amendment must be contained in a written agreement signed by an authorized representative
of Parent or LuxCo.


 






    	 



    	 



    

 


NOW, THEREFORE, in
consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


		1.	Amendments. The Purchase Agreement is hereby amended
as follows:



 


		a)	Deleting in its entirety the definition of Liabilities, and replacing it with the following new definition of Liabilities:



 


“Liabilities”
means any Company’s liabilities, obligations or commitments of any nature whatsoever, accrued or unaccrued, matured or unmatured
or otherwise, as they would be adequately reflected or reserved against in accordance with Italian Generally Accepted Accounting
Principles, as set forth in Annex A attached hereto”.


 


		b)	Adding an additional annex, styled “Annex A”, as attached hereto as Annex A.



 


2.          Exchange
Consideration. The aggregate Exchange Consideration shall be no less than Euro 4.400.000,00 and that it shall be represented
by a number of shares of Parent’s Common Stock to be calculated pursuant to Section 2.2 of the Purchase Agreement. The shares
of Parent’s Common Stock shall be delivered pursuant to Section 2.3 of the Purchase Agreement. It is agreed among the Parties
that the aggregate Exchange Consideration set forth in this section shall be valid until September 30, 2013. In case the Closing
takes place after September 30, 2013, the Exchange Consideration shall be subject to renegotiation by the Parties.


 


3..          Limited Effect;
No Modifications. The provision set forth in Sections 1 and 2 above shall be limited precisely as written. Nothing contained
in this Amendment Agreement will be deemed or construed to amend, supplement or modify the Purchase Agreement or the Agreement
or otherwise affect the rights and obligations of any party thereto, all of which remain in full force and effect.


 


4..          Miscellaneous.


 


(a)          This Amendment
Agreement is governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of
laws provisions of such State.


 


(b)          This Amendment
Agreement shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns.


(c)          The headings
in this Amendment Agreement are for reference only and do not affect the interpretation of this Amendment Agreement.


 


(d)          This Amendment
Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement.
Delivery of an executed counterpart of this Amendment Agreement electronically or by facsimile shall be effective as delivery of
an original executed counterpart of this Amendment Agreement.


 






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(e)          This Amendment
Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes
all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to
such subject matter.


 


(f)          Each Party shall
pay its own costs and expenses in connection with this Amendment Agreement (including the fees and expenses of its advisors, accounts
and legal counsel).


 


[Signature page follows]


 




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IN WITNESS WHEREOF, Parent,
LuxCo, BHN, Company and Sellers have executed this Amendment Agreement as of the date first written above.


 





	 	PRIME ACQUISITION CORP.
	 	 	 	 
	 	By: 	/s/
    Diana Liu
	 	 	Name: 	Diana Liu
	 	 	Title: 	CEO
	 	 	 	 
	 	PRIME BHN LUXEMBOURG S.ÀR.L.
	 	 	 	 
	 	By: 	/s/
    William Yu
	 	 	Name: 	William Yu
	 	 	Title: 	Manager


  


	BHN:	
        BHN LLC

         

	 	
        By /s/ Marco Prete                                                     

         

        Name: Marco Prete

        Title: Managing Member



 


	COMPANY:	
        SEBA S.r.l.

         

	 	
        By /s/ Giuseppe Pantaleo                                         

         

        Name: Giuseppe Pantaleo

        Title: Managing Director



 


	SELLERS:	
         

         

	 	
        /s/ Francesco Rotondi                                            

         

        Francesco Rotondi

	 	
         

        Luca Massimo Failla                                               

         

        Luca Massimo Failla






 






    	 



    	 



    

 


 


	SELLERS:	By : /s/ Luca Massimo Failla 

	 	Name : Luca Massimo Failla


 






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