Unassociated Document


    STOCK
OPTION AGREEMENT

    


    
      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 David Sagar, (the “Optionee”).

    

     

    WITNESSETH:

    


    In
consideration of the premises and mutual covenants contained herein and for
other good and valuable consideration, the receipt, validity and sufficiency of
which is hereby acknowledged, the parties agree as follows:

     

    
      1.          Grant of Option.  Subject to
the terms and conditions of this Agreement, the Company confirms that it granted
to the Optionee the right (the “Option”)
to purchase all or any part of an aggregate of 2,500 (two thousand five hundred)
ordinary shares of the Company, par value $0.001 per share (“Common
Stock”).

       

      2.          Vesting Schedule.  This
Option shall vest based on services performed  and/or specific vesting
schedule, as set out in Addendum A.

    

     

    3.          Exercise
Price.  The price of each share of Common Stock purchased
pursuant to this Option shall be U.S. $0.001.

    


    4.          Exercise of
Option.  The Optionee may exercise the Option, in whole or in
part, with respect to any whole number of vested shares of Common Stock subject
to the Option.  The Optionee shall exercise the Option by giving the
Company written notice, in a form prescribed by the Company.  Such
notice shall specify the number of shares of Common Stock to be purchased and
shall be accompanied by payment, in U.S. dollars, in cash, by wire transfer of
immediately available funds, or by certified check or by official bank check, of
an amount equal to the Option exercise price per share of Common Stock,
multiplied by the number of shares of Common Stock as to which the Option is
being exercised; provided, however, that (i) [this Option may be exercised on a
cashless basis, in whole or in part, in accordance with the Cashless Exercise
Formula (as defined below), and (ii) the purchase price may be paid by the
delivery of funds equal to the purchase price by a broker, in accordance with
Regulation T promulgated by the Board of Governors of the Federal Reserve System
or as otherwise may be permissible by law.  The board of directors of
the Company (the “Board”) may impose from time
to time such limitations as it deems appropriate on the exercise of the
Option.

    


    For
purposes of this Agreement, the term “Cashless Exercise
Formula” means:

    


    N’= (N x
(P - E)) / P

    


    where:

    


    N’
=      the adjusted number of shares of Common Stock
issuable upon cashless exercise of the Option.

    


    N
=       the current number of shares of
Common Stock issuable upon exercise of the Option.

    


    E
=        the Exercise Price on the date of
cashless exercise of the Option.

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    P
=        the average reported last sales
price of the Common Stock for the last 10 trading days ending on the third
business day prior to the date on which notice of cashless exercise is
given.

    


    5.          Delivery of Common Stock
Certificate.  Subject to Section 6, as soon as practicable
after receipt of the notice and payment referred to in Section 4 above, the
Company shall deliver to the Optionee (or, in the case of a broker financed
exercise described in Section 4, to the broker) a certificate or certificates
for such shares of Common Stock purchased pursuant to the Option; provided,
however, that the time of such delivery may be postponed by the Company for such
period of time as the Company may require for compliance with any law, rule or
regulation applicable to the issuance or transfer of shares of Common
Stock.

    


    6.          Payment of
Taxes.  Prior to or concurrently with delivery by the Company
to the Optionee of a certificate or certificate(s) representing such shares of
Common Stock, the Optionee shall, if required by the IRS, upon notification of
the amount due, promptly pay or cause to be paid, in cash, any amount necessary
to satisfy any tax requirements (or otherwise satisfy such requirements in a
manner satisfactory to the Company).

    


    7.          Termination of
Option.  This Option and all rights of the Optionee to purchase
shares of Common Stock hereunder shall terminate on Feb. 25th, 2020 (the “Expiration
Date”) unless terminated earlier in accordance with the terms
hereof.

    


    8.          Notice.  All
notices, request, demands, waivers and communications required or permitted to
be given hereunder shall be in writing and shall be delivered in person or
mailed, certified or registered mail with postage prepaid, or sent by facsimile,
as follows:

    


    To
Company:

     

    Prime
Acquisition Corp.

    No. 322,
Zhongshan East Road,

    Shijiazhuang,
Hebei Province, 050011

    People’s
Republic of China

    Attn:
Chief Executive Officer

    


    To
Optionee:

    
      David
Sagar,

      14
Glenlake Ave., Toronto, ON M6PC9 Canada

    

    


    or to
such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. In the
case of mailing, all such notices, requests, demands, waivers and communications
shall be deemed to have been received on the third business day after the date
of the mailing.  In the case of facsimile after 5:00 P.M. local time
at the place of delivery or on a day that is not a business day, all such
notices, requests, demands, waivers and communications shall be deemed to have
been received on the next business day.

     

    
      
        
           


        

        
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    9.          Certain
Adjustments.

    


    (a)           In
the event that the Company or the division, subsidiary or other affiliated
entity for which the Optionee performs services is sold (including a stock or an
asset sale), spun off, merged, consolidated, reorganized or liquidated, the
Board may determine that (i) the Option shall be assumed, or a substantially
equivalent Option shall be substituted, by an  acquiring or succeeding
entity (or an affiliate thereof) on such terms as the Board determines to be
appropriate; (ii) upon written notice to the Optionee, provide that the Option
shall terminate immediately prior to the consummation of the transaction unless
exercised by the Optionee within a specified period following the date of the
notice (such period of time to be no less than 20 days); (iii) in the event of a
sale or similar transaction under the terms of which holders of Common Stock
receive a payment for each share of Common Stock surrendered in the transaction
(the “Sales
Price”), make or provide for a payment to each Optionee equal to the
amount by which (A) the Sales Price times the number of shares of Common Stock
subject to the Option (to the extent such Option is then exercisable) exceeds
(B) the aggregate exercise price for all such shares of Common Stock; or (iv)
may make such other equitable adjustments as the Board deems
appropriate.

     

    (b)           In
the event of any stock dividend or split, recapitalization, combination,
exchange or similar change affecting the Common Stock, the Board shall make any
or all of the following adjustments as it deems appropriate to equitably reflect
such event:  (i) adjust the option price to be paid for any or all
shares subject to this Agreement, (ii) adjust the number of shares of Common
Stock (or such other security as is designated by the Board) subject to this
Agreement and (iii) make any other equitable adjustments or take such other
equitable action as the Board, in its discretion, shall deem
appropriate.

    


    (c)           Any
and all adjustments or actions taken by the Board pursuant to this Section shall
be conclusive and binding for all purposes.

    


    10.         No Restriction on the Right
of the Company to Effect Corporate Changes.  The Option granted
hereunder shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company’s capital structure or its
business, or any merger or consolidation of the Company, or any issue of stock
or of options, warrants or rights to purchase stock or of bonds, debentures,
preferred or prior preference stocks whose rights are superior to or affect the
Common Stock or the rights of holders thereof or which are convertible into or
exchangeable for Common Stock, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or
otherwise.

    


    11.         No Shareholder
Rights.  The Optionee shall have no rights as a shareholder of
the Company with respect to shares of Common Stock subject to the Option until
payment for such shares shall have been made in full and until the date of the
issuance of share certificates for such shares of Common Stock.

    


    12.         Nontransferability.

    


    (a)           Except
as provided in paragraph (b) of this Section 12, or by will or the laws of
descent and distribution, the Option is not transferable, and may be exercised
only by the Optionee.  In the event of any attempt by the Optionee to
transfer, assign, pledge, hypothecate or otherwise dispose of the Option or of
any right hereunder, except as provided for herein, or in the event of the levy
of any attachment, execution or similar process upon the rights or interest
hereby conferred, the Company may terminate the Option by notice to the Optionee
and it shall thereupon become null and void.

     

    
      
        
           


        

        
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    (b)           Notwithstanding
paragraph (a), the Optionee may transfer the Option, by gift or a domestic
relations order, to a family member of the Optionee.

     

    (c)           Notwithstanding
paragraphs (a) or (b), the Optionee may transfer the Option with the express,
prior written consent of the Company, which consent may be withheld for any
reason or for no reason.

    


    13.         Representations By and
Covenants of Optionee.

    


    The
following representations, warranties and covenants by Optionee are made as of
the date of this Agreement and, unless stated otherwise herein, are also made as
of each date of exercise of this Agreement.

    


    (a)           If
applicable, the Optionee understands and consents to the placement of a legend
on any certificate or other document evidencing the Shares stating that they
have not been registered under the Securities Act and setting forth or referring
to the restrictions on transferability and sale thereof.

    


    (b)           Optionee
hereby represents that the address of Optionee furnished by him on the signature
page of this Agreement is accurate and that said address is the Optionee’s
principal residence.  Optionee understands that the Company is relying
on the accuracy of this representation for purposes of its compliance with
United States federal securities laws and state “blue sky” laws.

    


    (c)           This
Agreement has been duly executed and delivered by the Optionee and constitutes
the legal, valid and binding obligation of the Optionee, enforceable in
accordance with its terms.

    


    14.         NSO.  It is
intended that this Option shall be a non-qualified stock option and shall not
constitute an incentive stock option for purposes of Section 422 of the Internal
Revenue Code of 1986, as amended.

    


    15.         Compliance with Law;
Registration of Shares.

    


    (a)           The
Option grant provided hereunder shall be subject to all applicable laws, rules,
and regulations of any applicable jurisdiction or authority or agency thereof
and to such approvals by any regulatory or governmental authority or agency or
securities exchange which, in the opinion of Company’s counsel, may be required
or appropriate.

    


    (b)           Notwithstanding
any other provision of this Agreement, the Company shall not be required to
issue or deliver any certificate or certificates for shares of Common Stock
under this Agreement prior to fulfillment of all of the following
conditions:

    


    (i)           Effectiveness
of any registration or other qualification of such shares of the Company under
any law or regulation of any applicable jurisdiction, authority or agency that
the Board, in its absolute discretion or upon the advice of counsel, deems
necessary or advisable; and

    


    (ii)          Grant
of any other consent, approval or permit from any applicable jurisdiction or
authority or agency thereof or securities exchange which the Board shall, in its
absolute discretion or upon the advice of counsel, deem necessary or
advisable.

     

    
      
         


      

      
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    The
Company shall use all reasonable efforts to obtain any consent, approval or
permit described above.

    


    16.         Headings.  The
headings of sections and subsections herein are included solely for convenience
of reference and shall not affect the meaning of any of the provisions of this
Agreement.

    


    17.         Severability.  In
the event that any one or more provisions of this Agreement, or any action taken
pursuant to this Agreement, should, for any reason, be unenforceable or invalid
in any respect under the laws of the United States, any state of the United
States or any other jurisdiction, such unenforceability or invalidity shall not
affect any other provision of this Agreement, but in such particular
jurisdiction and instance this Agreement shall be construed as if such
unenforceable or invalid provision had not been contained therein or if the
action in question had not been taken thereunder.

    


    18.         Board
Determinations.  In the event that any question or controversy
shall arise with respect to the nature, scope or extent of any one or more
rights conferred by the Option, or any provision of this Agreement, the good
faith determination by the Board of the rights of the Optionee shall be
conclusive, final and binding upon the Optionee and upon any other person who
shall assert any right pursuant to this Option.

    


    19.         Governing
Law.  This Agreement and all rights hereunder shall be
construed in accordance with and governed by 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.

    


    20.         Jurisdiction;
Venue.  The Optionee hereby agrees that any action, proceeding
or claim against it arising out of, or relating in any way to this Agreement
shall be brought and enforced in the courts of the State of New York or of the
United States of America for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. The
Optionee hereby waives any objection to such exclusive jurisdiction and that
such courts represent an inconvenient forum. Any process or summons to be served
upon the Optionee may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at
the address set forth herein. Such mailing shall be deemed personal service and
shall be legal and binding upon the Optionee in any action, proceeding or claim.
The Company and the Optionee agree that the prevailing party(ies) in any such
action shall be entitled to recover from the other party(ies) all of its
reasonable attorneys’ fees and expenses relating to such action or proceeding
and/or incurred in connection with the preparation therefor.

    


    21.         Amendment.  This
Agreement may not be changed or modified except by an instrument in writing
signed by both of the parties hereto.

    


    22.         Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, all of which together will constitute one and the same
instrument.

     

    
      
         


      

      
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    IN
WITNESS WHEREOF, the Company and the Optionee have executed this Agreement
effective as of the date first written above.

    


    
      
        
          
            
              
                	
                        PRIME
      ACQUISITION CORP.

                      
	 
      	 
      
	
                        By:

                      	
                        /s/ WILLIAM
      YU

                      
	
                        Name: 

                      	
                        WILLIAM
      YU

                      
	
                        Title:

                      	
                        President

                      
	 
      	 
      
	
                        OPTIONEE:

                      
	 
      
	
                        /s/
      David
      Sagar

                      
	
                        
                          David
      Sagar

                        

                      
	 
      
	
                        Address:

                      
	
                        
                          14
      Glenlake Ave., Toronto, ON M6PC9 Canada

                        

                      
	 
	
                        
                          Email:
      david_sagar@richmond-systems.com

                        

                      


              

            

          

        

      

    

     

    
      
         


      

      
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    ADDENDUM
A

    VESTING
SCHEDULE

    


    The Stock
Option granted in the Stock Option Agreement shall vest based on the following
formula:

     

    
      <Regular
Time-Based Vesting: 2 Years>

      One-eighth
(1/8) of the total Stock Options granted shall vest at the end of each three-
month anniversary from the date of the Grant, so long as the Grantee continues
to be engaged by the Company as a Consultant.

       

      <
Exercise of Options>

      No option
may be exercised prior to the consummation of the Company’s initial business
combination as set forth in the Company’s Amended and Restated Memorandum and
Articles of Association.