AMENDMENT AGREEMENT


 


THIS AMENDMENT AGREEMENT,
dated as of September 27, 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”), Magfin S.r.l., an Italian limited liability company (“Magfin”), G.S.I. S.r.l., an
Italian limited liability company (“GSI”), Ellegi S.r.l., an Italian limited liability company (“Ellegi”),
Dieci Real Estate S.r.l., an Italian limited liability company (“Dieci”), SIM S.r.l., an Italian limited liability
company (“SIM”), Delfin S.r.l., an Italian limited liability company (“Delfin”, and together
with Magfin, GSI, Ellegi, Dieci and SIM, the “Companies” and each a “Company”), Cesare Lanati,
an individual, Stefano Lanati, an individual, Davide Rigamonti, an individual, Bell Real Estate S.r.l., an Italian limited liability
company (“Bell”), IGS S.r.l., an Italian limited liability company (“IGS”, and together with
Cesare Lanati, Stefano Lanati, Davide Rigamonti and Bell, the “Sellers”, and each a “Seller”,
and together with Parent, LuxCo, BHN and Companies, 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, each Seller
has entered into a Stock Purchase Agreement with Parent, LuxCo, BHN and one of the Companies, dated as of July 9, 2013 (each a
"Purchase Agreement");


 


WHEREAS, pursuant to
Section 2.2 of each 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, each Party
has entered into an Agreement, dated as of August 7, 2013 (each an "Agreement") pursuant to which, among other
things, each Party has agreed that the aggregate amount of Liabilities and Change in Cash 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 amend the definition of Liabilities and Change in Cash, as such term is used in Section 2.2 of each Purchase Agreement;


 






    	 



    	 



    

 


WHEREAS, the Parties
are desirous to memorialize the Parties’ understanding regarding the determination of the Liabilities, of the Change in Cash
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 and of the Change in Cash
as set forth in Annex A hereto.


 


WHEREAS, the Parties
hereby acknowledge that Ellegi owes a total of Euro 96,000.00 to Marco Gandini (“Gandini”) under two invoices
respectively dated and numbered February 16, 2006 (no. 05/2006) and November 30, 2007 (no. 48/2007) , issued by Gandini.


 


WHEREAS, the Parties
hereby acknowledge that Magfin and SIM claim credits vis-à-vis the Italian Tax Authority for value added tax (VAT) refunds
for Euro 971,000.00 (the “Magfin VAT Credit”) and Euro 20,000.00 (the “SIM VAT Credit” and,
together with the Magfin VAT Credit, the “VAT Credits”), respectively, for a total of Euro 991,000.00.


 


WHEREAS, each Seller
desires to appoint Stefano Lanati, as its true and lawful agent and attorney-in-fact (the “Sellers Representative”).


 


WHEREAS, pursuant to
Section 13.2 of each 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. Each 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”;


 






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		b)	Deleting in its entirety the definition of Change in Cash and replacing
it with the following new definition of Change in Cash:



 


“Change
in Cash” means a number equal to the Company’s cash, cash equivalents and credits as they would be adequately reflected
in accordance with Italian Generally Accepted Accounting Principles, as set forth in Annex A attached hereto;


 


	

	c)	Adding an additional annex, styled “Annex A”, as attached hereto as Annex A; and
	 	 	 



		d)	Deleting in its entirety the first sentence of Section 2.3 of each Purchase Agreement, and replacing
it with the following sentence:
	 	 	 



 


“The
Stock Certificates representing the Exchange Shares shall be delivered by Parent (which, at Parent’s convenience, may be
delivered within 3 Business Days after the Closing Date) to the Seller’s Representative pursuant to the Seller’s Representative
instructions at its address for notices in accordance with Section 13.1.”


 


		e)	Adding at the end of Section 13.1 of each Purchase Agreement, the following:



 


“If
to Sellers’ Representative, to:


Stefano
Lanati


Telecopy:
+39 02.3676848”.


 


		f)	Adding the following definition to Article I:



 


““Sellers’
Representative” is defined in Section 13.15.”


 


		g)	Adding the following language as a new Section 13.15 of each Purchase Agreement.




 


“Sellers’
Representative. Sellers hereby appoint Stefano Lanati, as such Sellers’ representative to act as Representative, with
the right, in such capacity, to accept on such Sellers’ behalf any amount payable to such Sellers under this Agreement.”


 


2.                 
Exchange Consideration. The aggregate Exchange Consideration for all the Companies shall be no less than Euro 7,096,916.47
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 each Purchase Agreement. The Parties acknowledge that the calculation of the Exchange Consideration as above is made on the
assumption that, immediately after Closing: (i) Ellegi will assign to Parent a credit of EUR 308,000 towards IGS (being the outstanding
portion, after partial set-off, of the credit of EUR 1,900,000 arising from the assignment of a business unit from Ellegi to IGS
executed on July 23, 2013); and (ii) Parent will subsequently waive the credit of EUR 308,000 towards IGS, since the amount corresponding
to the credit to be waived has been already taken into account to the purposes of the calculation of the Exchange Consideration
to be paid by Parent.


 






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The Parties acknowledge
that the Exchange Consideration for all the Companies shall be no less than Euro 7,096,916.47 only in case Ellegi waives its EUR
308,000 credit towards IGS immediately after Closing, otherwise the Exchange Consideration for all the Companies shall be no less
than Euro 7,405,159.95.


 





The shares of Parent’s
Common Stock shall be delivered pursuant to Section 2.3 of each 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 subject to renegotiation by the Parties.


 


3.                 
VAT Credits. Parent, LuxCo and BHN acknowledge that, prior to the Closing Date, Magfin and SIM have assigned the
VAT Credits to Bell, for a consideration equal to the face value of the VAT Credits by executing a deed of assignment of
the VAT Credits as public deed (atto pubblico), it being understood that such deed has expressly excluded any amendment
or novation of the provisions included in this Amendment Agreement with respect to the VAT Credits. Parent, LuxCo and BHN acknowledged
that Magfin and SIM notified to the competent VAT office a certified copy of the deed of assignment of the VAT Credits. The Sellers
shall cause Bell to pay all costs, taxes and expenses arising from or related to the assignment of the VAT Credits, including,
without limitation, notarial fees and registration tax. Parent, LuxCo and BHN acknowledge that Magfin’s and SIM’s credits
towards Bell for the payment of the consideration for the assignment of the VAT Credits have been extinguished prior to the Closing
Date by way of set-off against their debts towards Bell up to the amount corresponding to each of the Magfin VAT Credit and the
SIM VAT Credit.


 


4.                 
Assumption of Liability. Sellers hereby unconditionally accept and assume all of Ellegi’s liabilities and payment
obligations owed to Gandini, and agree to pay, perform and discharge, as and when due, all of the liabilities and payment obligations
of Ellegi to Gandini, accruing for any date or period prior to the Closing Date.


 


5.                 
Limited Effect; No Modifications. The provision set forth in Sections 1, 2, 3 and 4 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.


 


6.                 
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.



 






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		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.
	 	 	 



		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, Companies and Sellers have executed this Amendment Agreement as of the date first written above.


 


	PARENT:	
        Prime Acquisition Corp.

         

	 	
        By_____________________

         

        Name: Diana Liu

        Title: Chief Executive Officer



 


	LUXCO:	
        Prime BHN Luxembourg S.ar.l

         

	 	
        By_____________________

         

        Name: William Yu

        Title: Manager



 


	BHN:	
        BHN LLC

         

	 	
        By_____________________

         

        Name: Marco Prete

        Title: Managing Member



 






    	 



    	 



    

 


 


	COMPANIES:	 
	 	
        By_____________________

         

        Name:

        Title:

	 	
         

         

         

         




 


 


 


 



    	 



    	 



    




 


 


 


	SELLERS:	
         

         

	 	
        _____________________

         

         

	 	
        _____________________