REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is entered into as of the 27th day of September, 2013, 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”).


 


WHEREAS, certain of
the Investors have acquired Ordinary Shares of the Company pursuant to those certain Stock Purchase Agreements (collectively, the
“Stock Purchase Agreements”), dated as of June 22, 2013 and July 9, 2013, by and among the Company, certain of the
Investors, and the Targets named therein, pursuant to which the Company acquired all of the issued and outstanding capital stock
of the Targets (the “Acquisition Transaction”);


 


WHEREAS, certain of
the Investors have acquired Ordinary Shares, and the right to Acquire Ordinary Shares, of the Company pursuant to that certain
Management Agreement (the “Management Agreement”), dated as of May 23, 2013, by and among the Company and that certain
Investor, namely bhn LLC, pursuant to which the Company appoints bhn LLC to manage the assets of the Company following the Acquisition
Transaction on an exclusive basis;


 


WHEREAS, the Investors
and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of
the Exchange Shares and Management Shares (each as defined below) the Investors shall acquire pursuant to the Stock Purchase Agreements
and Management Agreement, respectively;


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.                 
DEFINITIONS.  The following capitalized terms used herein have the following meanings:


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Commission”
means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange
Act.


 


“Commission Restrictions”
is defined in Section 2.1.2.


 


“Company”
is defined in the preamble to this Agreement.


 


“Cut Back Shares”
is defined in Section 2.1.2.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Exchange Shares”
means the Ordinary Shares issuable to the Investors pursuant to Section 2.2 of the Stock Purchase Agreements, respectively.


 


“Indemnified
Party” is defined in Section 4.3.


 






    	 



    	 



    

 


“Indemnifying
Party” is defined in Section 4.3.


 


“Investor”
is defined in the preamble to this Agreement.


 


“Investor Indemnified
Party” is defined in Section 4.1.


 


“Management Shares”
means the Ordinary Shares issuable to bhn LLC pursuant to the terms of the Management Agreement.


 


“Maximum Number
of Shares” is defined in Section 2.2.2.


 


“Notices”
is defined in Section 6.2.


 


“Ordinary Shares”
shall mean ordinary shares of the Company, par value $0.001 per share.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“Register,”
“registered” and “registration” mean a registration effected by preparing and filing a registration statement
or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated
thereunder, and such registration statement becoming effective.


 


“Registrable
Securities” means: (i) all of the Exchange Shares issued to the Investors upon consummation of the Acquisition Transaction;
and (ii) all of the Management Shares issuable to the Investors pursuant to the terms of the Management Agreement.  Registrable
Securities includes any warrants, Ordinary Shares or other securities of the Company issued as a dividend or other distribution
with respect to or in exchange for or in replacement of such Exchange Shares.  As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged
in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for
them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution
of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding, or (d)
the Registrable Securities are salable without restriction pursuant to Rule 144 in the opinion of counsel to the Company.


 


“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act
and the rules and regulations promulgated thereunder for a public offering and sale of securities of the Company (other than a
registration statement on Form F-4 or Form S-8, or their successors, or any registration statement covering only securities proposed
to be issued in exchange for securities or assets of another entity).


 


“Restriction
Termination Date” is defined in Section 2.1.2.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of
such dealer’s market-making activities.


 






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2.                 
REGISTRATION RIGHTS.


 


2.1             
Registration. As soon as practicable following the Closing, the Company shall prepare and file with the Commission
a resale registration statement providing for the resale of all Registrable Securities for an offering to be made on a continuous
basis pursuant to Rule 415. Such registration statement shall be on Form S-1 (except if the Company becomes eligible to use a registration
statement on Form S-3 to register the Registrable Securities for resale, the Company shall file a registration statement on Form
S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1). Such
registration statement also shall cover, to the extent allowable under Securities Act and the rules promulgated thereunder, such
number of additional Ordinary Shares resulting from stock splits, stock dividends or similar transactions with respect to the Registrable
Securities.


 


2.1.1       
Effectiveness.  The Company shall use its commercially reasonable efforts to cause such registration
statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and to keep such
registration statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all
Registrable Securities covered by such registration statement have been sold or (y) the date on which the Registrable Securities
may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion
letter, addressed to the Company’s transfer agent to such effect.


 


2.1.2       
Commission Cut-back.  If at any time the Commission takes the position that the offering of some
or all of the Registrable Securities in a registration statement is not eligible to be made on a delayed or continuous basis under
the provisions of Rule 415 under the Securities Act, the Company shall use commercially reasonable efforts to persuade the Commission
that the offering contemplated by the registration statement is a valid secondary offering and not an offering “by or on
behalf of the issuer” as defined in Rule 415. In the event that, despite the Company’s efforts, the Commission refuses
to alter its position, the Company shall (i) remove from the registration statement such portion of the Registrable Securities
(the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the
Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415
(collectively, the “Commission Restrictions”). The Company shall not, as a result of imposing the Commission Restrictions,
be considered to be in breach of this Agreement with respect to any Cut Back Shares until such date as the Company is able to effect
the registration of such Cut Back Shares in accordance with any Commission Restrictions (such date, the “Restriction Termination
Date” of such Cut Back Shares). From and after the Restriction Termination Date applicable to any Cut Back Shares, all of
the provisions of this Section 4.7(a) shall again be applicable to such Cut Back Shares.


 


2.2             
Piggy-Back Registration.


 


2.2.1       
Piggy-Back Rights.  If at any time on or after the date that is six months following the consummation
of the Acquisition Transaction the Company proposes to file a Registration Statement under the Securities 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 shareholders of the Company for their account (or by the Company and by shareholders
of the Company including, without limitation, pursuant to Section 2.1), 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 shareholders, (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 commercially reasonable 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 to be included 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.  


 






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2.2.2       
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 shares of Registrable Securities which are proposed to be sold, 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 shareholders 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 any
such registration:


 


(i)                
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, if any, including the Registrable
Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security
holders (pro rata in accordance with the number of Ordinary Shares which each such person has actually requested to be included
in such registration, regardless of the number of Ordinary Shares with respect to which such persons have the right to request
such inclusion) that can be sold without exceeding the Maximum Number of Shares; and


 


(ii)              
If the registration is a “demand” registration undertaken at the demand of the holders of Registrable
Securities pursuant to written contractual arrangements with such persons, (A) first, the Ordinary Shares 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; 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, if any, including the Registrable Securities,
as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders
(pro rata in accordance with the number of Ordinary Shares which each such person has actually requested to be included in such
registration, regardless of the number of Ordinary Shares with respect to which such persons have the right to request such inclusion)
that can be sold without exceeding the Maximum Number of Shares.






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2.2.3       
Withdrawal.  Any holder of Registrable Securities may elect to withdraw such holder’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 may also elect to 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 3.3.


 


3.                 
REGISTRATION PROCEDURES.


 


3.1             
Filings; Information. Whenever the Company is required to effect the registration of any Registrable Securities
pursuant to Section 2, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable
Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection
with any such request:


 


3.1.1       
Filing Registration Statement.  Whenever the Company is required to effect the registration of any
Registrable Securities pursuant to Section 2, the Company shall prepare and file with the Commission a Registration Statement on
any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available
for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution
thereof, and shall use its commercially reasonable efforts to cause such Registration Statement to become and remain effective
for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Registration effected
pursuant to Section 2.1 for up to thirty (30) days, in each case if the Company shall furnish to the holders a certificate signed
by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company,
it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time.
The Company may terminate any Piggy-Back Registration at any time.


 


3.1.2       
Copies.  The Company shall, prior to filing a Registration Statement or prospectus, or any amendment
or supplement thereto, furnish without charge to the holders of Registrable Securities included in such registration, and such
holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such
Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus
included in such Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable
Securities included in such registration or legal counsel for any such holders may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such holders.


 


3.1.3       
Amendments and Supplements.  The Company shall prepare and file with the Commission such amendments,
including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith
as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until
all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with
the intended method(s) of distribution set forth in such Registration Statement (which period shall not exceed the sum of one hundred
eighty (180) days plus any period during which any such disposition is interfered with by any stop order or injunction of the Commission
or any governmental agency or court) or such securities have been withdrawn.


 






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3.1.4       
Notification.  After the filing of a Registration Statement, the Company shall promptly, but in
no event more than two (2) business days after such filing, notify the holders of Registrable Securities included in such Registration
Statement of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events within
two (2) business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when
any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the
Commission of any stop order (and the Company shall use commercially reasonable efforts to take all actions required to prevent
the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement
to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event
requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of
the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and
promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or
amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement
thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included
in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed
sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents
and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement thereto,
including documents incorporated by reference, to which such holders or their legal counsel shall object.


 


3.1.5       
State Securities Laws Compliance.  The Company shall use its commercially reasonable efforts to
(i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky”
laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement
(in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities
covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary
by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable
to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable
Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business
in any jurisdiction where it would not otherwise be required to qualify but for this paragraph 3.1.5 or subject itself to taxation
in any such jurisdiction.


 


3.1.6       
Agreements for Disposition.  The Company shall enter into customary agreements (including, if applicable,
an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate
the disposition of such Registrable Securities.  The representations, warranties and covenants of the Company in any
underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to
and for the benefit of the holders of Registrable Securities included in such registration statement.  No holder of Registrable
Securities included in such registration statement shall be required to make any representations or warranties in the underwriting
agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable
Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and with respect
to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration
Statement.


 


3.1.7       
Cooperation.  The principal executive officer of the Company, the principal financial officer of
the Company, the principal accounting officer of the Company and all other officers and members of the management of the Company
shall cooperate in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation
of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation
in meetings with Underwriters, attorneys, accountants and potential investors.


 






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3.1.8       
Records.  The Company shall make available for inspection by the holders of Registrable Securities
included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement
and any attorney, accountant or other professional retained by any holder of Registrable Securities included in such Registration
Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as
shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors
and employees to supply all information requested by any of them in connection with such Registration Statement.


 


3.1.9       
Earnings Statement.  The Company shall comply with all applicable rules and regulations of the Commission
and the Securities Act, and make available to its shareholders, as soon as practicable, an earnings statement covering a period
of twelve (12) months, beginning within three (3) months after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.2             
Obligation to Suspend Distribution.  Upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 3.1.4(iv), each holder of Registrable Securities included in any registration shall
immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable
Securities until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv).


 


3.3             
Registration Expenses.  The Company shall bear all costs and expenses incurred in connection with
any Registration pursuant to Section 2, and all expenses incurred in performing or complying with its other obligations under this
Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and
filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements
of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s
internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) Financial Industry
Regulatory Authority fees; (vi) fees and disbursements of counsel for the Company and fees and expenses for independent certified
public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort
letters requested pursuant to Section 3.1.9); (vii) the fees and expenses of any special experts retained by the Company in connection
with such registration and (viii) the fees and expenses of one legal counsel selected by the holders of a majority-in-interest
of the Registrable Securities included in such registration.  The Company shall have no obligation to pay any underwriting
discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting
discounts or selling commissions shall be borne by such holders.  Additionally, in an underwritten offering, all selling
shareholders and the Company shall bear the expenses of the underwriter pro rata in proportion to the respective amount of shares
each is selling in such offering.  


 


3.4             
Information.  The holders of Registrable Securities shall provide such information as may reasonably
be requested by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement,
including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities
Act pursuant to Section 2 and in connection with the Company’s obligation to comply with federal and applicable state securities
laws.


 






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4.                 
INDEMNIFICATION AND CONTRIBUTION.


 


4.1             
Indemnification by the Company.  The Company agrees to indemnify and hold harmless each Investor
and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners,
members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified
Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising
out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement
under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement,
or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation
promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with
any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses
reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment,
claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that
any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement
or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus,
or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing,
by a selling holder expressly for use therein.  The Company also shall indemnify any Underwriter of the Registrable Securities,
their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially
the same basis as that of the indemnification provided above in this Section 4.1.


 


4.2             
Indemnification by Holders of Registrable Securities.  Each selling holder of Registrable Securities
will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable
Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each underwriter
(if any), and each other person, if any, who controls the company or such underwriter within the meaning of the Securities Act,
against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments,
damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue
statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered
under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement,
or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission
to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement
or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder
expressly for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any
legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim,
damage, liability or action.  Each selling holder’s indemnification obligations hereunder shall be several and
not joint and shall be limited to the amount of any net proceeds actually received by such selling holder.


 






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4.3             
Conduct of Indemnification Proceedings.  Promptly after receipt by any person of any notice of any
loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such
person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification
hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability
or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the
Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely
to the extent the Indemnifying Party is actually prejudiced by such failure.  If the Indemnified Party is seeking indemnification
with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate
in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the
defense thereof with counsel satisfactory to the Indemnified Party.  After notice from the Indemnifying Party to the
Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be
liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with
the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified
Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel
(but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject
to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying
Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel
of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential
differing interests between them.  No Indemnifying Party shall, without the prior written consent of the Indemnified
Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which
the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless
such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such
claim or proceeding.


 


4.4             
Contribution.


 


4.4.1       
If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified
Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu
of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of
such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified
Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability
or action, as well as any other relevant equitable considerations.  The relative fault of any Indemnified Party and any
Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified
Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission.


 


4.4.2       
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations
referred to in the immediately preceding Section 4.4.1.  The amount paid or payable by an Indemnified Party as a result
of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating
or defending any such action or claim.  Notwithstanding the provisions of this Section 4.4, no holder of Registrable
Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any
underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which
gave rise to such contribution obligation.  No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.


 






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5.                 
Rule 144.


 


5.1             
Rule 144.  The Company covenants that it shall file all reports required to be filed by it under
the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may
be amended from time to time, or any similar Rule or regulation hereafter adopted by the Commission.


 


6.                 
MISCELLANEOUS.


 


6.1             
Assignment; No Third Party Beneficiaries.  This Agreement and the rights, duties and obligations
of the Company hereunder may not be assigned or delegated by the Company in whole or in part.  This Agreement and the
rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder
of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder.  This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective
successors and the permitted assigns of the Investor or holder of Registrable Securities or of any assignee of the Investor or
holder of Registrable Securities.  This Agreement is not intended to confer any rights or benefits on any persons that
are not party hereto other than as expressly set forth in Article 4 and this Section 6.1.


 


6.2             
Notices.  All notices, demands, requests, consents, approvals or other communications (collectively,
“Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in
writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand
delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified
most recently by written notice.  Notice shall be deemed given on the date of service or transmission if personally served
or transmitted by telegram, telex or facsimile; provided, that if such service or transmission is not on a business day or is after
normal business hours, then such notice shall be deemed given on the next business day.  Notice otherwise sent as provided
herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service
with an order for next-day delivery.


 


To the Company:


 


Prime Acquisition Corp.

No. 322, Zhongshan East Road

Shijiazhuang

Hebei Province, 050011

People’s Republic of China

Attn: William Tsu-Cheng Yu, President


 


with a copy to:


 


Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attn:  Mitchell S. Nussbaum, Esq.


 






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To an Investor, at such Investors address on the records
of the Company.


 


6.3             
Severability.  This Agreement shall be deemed severable, and the invalidity or unenforceability
of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision
hereof.  Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that
there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as
may be possible and be valid and enforceable.


 


6.4             
Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed
an original, and all of which taken together shall constitute one and the same instrument.


 


6.5             
Entire Agreement.  This Agreement (including all agreements entered into pursuant hereto and all
certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect
to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations
and discussions between the parties, whether oral or written.


 


6.6             
Modifications and Amendments.  No amendment, modification or termination of this Agreement shall
be binding upon any party unless executed in writing by such party.


 


6.7             
Titles and Headings.  Titles and headings of sections of this Agreement are for convenience only
and shall not affect the construction of any provision of this Agreement.


 


6.8             
Waivers and Extensions.  Any party to this Agreement may waive any right, breach or default which
such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing,
is signed by such party, and specifically refers to this Agreement.  Waivers may be made in advance or after the right
waived has arisen or the breach or default waived has occurred.  Any waiver may be conditional.  No waiver
of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof
nor of any other agreement or provision herein contained.  No waiver or extension of time for performance of any obligations
or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.


 


6.9             
Specific Performance.  Each of the parties acknowledges and agrees that the other parties would
be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific
terms or otherwise are breached.  Accordingly, each of the parties agrees that the other parties shall be entitled to
an injunction or injunctions (without the necessity of posting a bond or other security) to prevent breaches of the provisions
of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any
court of the United States or any state or other foreign court or governmental body having jurisdiction over the parties and the
matter, in addition to any other remedy to which they may be entitled, at law or in equity.


 


6.10         
Remedies Cumulative.  In the event that the Company fails to observe or perform any covenant or
agreement to be observed or performed under this Agreement, the Investor or any other holder of Registrable Securities may proceed
to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in
this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this
Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required
to post a bond.  None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and
each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by
this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 






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6.11         
Governing Law.  This Agreement shall be governed by, interpreted under, and construed in accordance
with the internal laws of the State of New York applicable to agreements made and to be performed within the State of New York,
without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any
other jurisdiction.


 


6.12         
Waiver of Trial by Jury.  Each party hereby irrevocably and unconditionally waives the right to
a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out
of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of the Investor in the negotiation,
administration, performance or enforcement hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






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IN WITNESS WHEREOF,
the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives
as of the date first written above.


 


	 	PRIME ACQUISITION CORP.
	 	 
	 	By:	
/s/ Diana Liu
	 	Name:	Diana Liu
	 	Title:	CEO


 


[Investor signature pages follow]


 


 






    	Registration
                                                                                                                                                                                                                  Rights
                                                                                                                                                                                                                  Agreement

                                                                                (SPAs
                                                                                & Management Agreement)




    	 



    

 


 


	Investors:	 	 
	 	 	 
	bhn LLC	 	 
	 	 	 
	/s/ 	 	 
	
 

	 	 
	Name:	 	 
	Title:	 	 
	 	 	 



 


 





 






    	Registration
                                                                                                                                                                                                                  Rights
                                                                                                                                                                                                                  Agreement

                                                                                (SPAs
                                                                                & Management Agreement)




    	 



    

 


 



 


Investors:


	 	 	 
	
/s/ Francesco Rotondi	 	
/s/ Luca Massimo Failla
	Francesco Rotondi	 	Luca Massimo Failla
	 	 	 
	 	 	 
	
/s/ Giuseppe Pantaleo	 	
/s/ Cesare Lanati
	Giuseppe Pantaleo	 	Cesare Lanati
	 	 	 
	 	 	 
	
/s/ Davide Rigamonti	 	
/s/ Stefano Lanati
	Davide Rigamonti	 	Stefano Lanati
	 	 	 
	 	 	 
	Bell Real Estate S.r.l.	 	IGS S.r.l.
	 	 	 
	
/s/ 	 	
/s/ 
	Name:	 	Name:
	Title:   Managing Member	 	Title:  Board Member
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 








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