Unassociated Document


     

    INVESTMENT
MANAGEMENT TRUST AGREEMENT

     

    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”).

     

    WHEREAS,
the Company’s Registration Statement on Form F-1, No. 333-[______] (as amended
from time to time) (“Registration Statement”), for its initial public offering
of securities (“IPO”) has been declared effective as of the date hereof by the
Securities and Exchange Commission (“Effective Date”); and

     

    WHEREAS,
Chardan Capital Markets, LLC is acting as the representative (the
“Representative”) of the underwriters in the IPO; and

     

    WHEREAS,
the Company has issued securities in a private placement that will occur
immediately prior to the IPO (the “Placement”); and

     

    WHEREAS,
as described in the Company’s Registration Statement, and in accordance with the
Company’s Amended and Restated Memorandum and Articles of
Association, $[●]
of the proceeds of the IPO, net of all discounts and commissions including the
Deferred Compensation (as defined below) ($[●]
if the underwriters’ over-allotment option is exercised in full) will be
delivered to the Trustee to be deposited and held in a trust account (the “Trust
Account") for the benefit of the Company and the holders of the Company’s
ordinary shares, par value $0.001 per share (the “Ordinary Shares”), issued in
the IPO (the “IPO Shares”) as hereinafter provided, and in the event the units
issued in the IPO are registered in Colorado, pursuant to Section 11-51-302(6)
of the Colorado revised statutes (the “CRS”). A copy of Section 11-51-302(6) of
the CRS is attached hereto and made a part hereof; and

     

    WHEREAS,
pursuant to the Placement Warrant Purchase Agreement, dated as of ___________,
2011, among the Company and certain purchasers, the entire proceeds of the
private placement of the warrants with the Company’s purchasers, equal to
$[●],
will be delivered to the Trustee to be deposited in the Trust Account;
and

     

    WHEREAS,
pursuant to the Underwriting Agreement, an additional $[●]
(or $[●]
if the Representative’s over-allotment option is exercised in full) (or the
amount specified in the notice delivered pursuant to Section 2(d) hereof),
representing a portion of the underwriters’ discount (the “Deferred
Compensation”) which the Representative, on behalf of the underwriters, has
agreed to deposit into the Trust Account; and

     

    WHEREAS,
the amount to be delivered to the Trustee, including the proceeds of the IPO and
the private placement and the Deferred Compensation, will be referred to herein
as the “Property,” the shareholders for whose benefit the Trustee shall hold the
Property will be referred to as the “Public Shareholders;” and the Public
Shareholders, the Representative and the Company will be referred to together as
the “Beneficiaries;” and the Company and the Trustee desire to enter into this
Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property; and

     

    WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the
Property;

     

    IT IS
AGREED:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.           Agreements and Covenants of
Trustee.  The Trustee hereby agrees and covenants
to:

     

    (a)           Hold
the Property in trust for the Beneficiaries in accordance with the terms of this
Agreement, including without limitation, the terms of Section 11-51-302(6) of
the CRS, in a segregated trust account established by the Trustee at a branch of
Morgan Stanley;

     

    (b)           Manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;

     

    (c)           In
a timely manner, upon the instruction of the Company, to invest and reinvest the
Property in cash or any “Government Security.”  As used herein,
Government Security means any Treasury Bill issued by the United States, having
a maturity of 180 days or less or any open ended investment company registered
under the Investment Company Act of 1940 that holds itself out as a money market
fund meeting the conditions of Rule 2a-7 promulgated under the Investment
Company Act of 1940;

     

    (d)           Collect
and receive, when due, all principal and income arising from the Property, which
shall become part of the “Property,” as such term is used herein;

     

    (e)           Notify
the Company and the Representative of all communications received by it with
respect to any Property requiring action by the Company;

     

    (f)           Supply
any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of the tax returns for the Trust
Account;

     

    (g)           Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company and/or the
Representative to do so;

     

    (h)           Render
to the Company and to the Representative, and to such other person as the
Company may instruct, monthly written statements of the activities of and
amounts in the Trust Account reflecting all receipts and disbursements of the
Trust Account; and

     

    (i)           If
there is any income tax obligation relating to the income of the Property in the
Trust Account, then, only at the written instruction of the Company, in a form
substantially similar to that attached hereto as either Exhibit A, to make
available in cash or by check from the Property in the Trust Account an amount
specified by the Company as owing to the applicable taxing authority, which
amount shall be paid directly to the taxing authority (though a check made out
to the applicable taxing authority may be provided to the Company for inclusion
with its tax returns) by electronic funds transfer, account debit or other
method of payment; provided,
however, (i) such distributions may only be made if and to the extent
that interest has been earned on the amount initially deposited in the Trust
Account sufficient to pay for such tax obligation (it being expressly understood
that the principal of the Property shall not be used to pay any such tax
obligation) and (ii) that if a taxing authority will not accept payment in such
manner, then any payment which would have been made directly to the taxing
authority may be made to the Company, and the Company shall forward such payment
to the taxing authority; and


    
      
         


      

      
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    (j)           Commence
liquidation of the Trust Account only after receipt of and only in accordance
with the terms of a letter (“Termination Letter”),
in a form substantially similar to that attached hereto as either Exhibit B or Exhibit C, signed on
behalf of the Company by its Chief Executive Officer or Chief Financial Officer,
and complete the liquidation of the Trust Account and disburse the Property in
the Trust Account (which disbursement shall include, in the event of a Business
Combination (as hereafter defined), payment of the Deferred Compensation to the
Representative) only as directed in the Termination Letter and the other
documents referred to therein.  The Trustee understands and agrees
that, except as provided in this paragraph and paragraphs 1(i), 1(k) and 6(a)
hereof, disbursements from the Trust Account shall be made only pursuant to a
duly executed Termination Letter, together with the other documents referenced
herein.  For purposes of this Agreement, (i) a “Business Combination”
shall mean an acquisition by a stock exchange, asset acquisition or other
similar business combination, or controlling, through contractual arrangements,
of one or more operating businesses having a fair market value of at least 80%
of the Company’s net assets at the time of such acquisition; and

     

    (k)          Upon
one or more written requests from the Company, the Trustee shall distribute to
the Company any amounts in the Trust Account in excess of $10.00 per IPO Share
(or $9.97 per Public Share in the event the Representative’s over-allotment
option is exercised in full), as specified by the Company in its written request
to the Trustee, net of taxes payable. The distributions requested by the Company
may be for any amount, provided such distributions may only be made if and to
the extent that interest has been earned on the amount initially deposited into
the Trust Account in the amount requested by the Company; and

     

    (l)           Permit
or effect no distribution from the Trust Account except in accordance with
Sections 1(i), 1(j), 1(k) and 6(a).

     

    2.           Agreements and Covenants of
the Company.  The Company hereby agrees and covenants
to:

     

    (a)          Provide
all instructions to the Trustee hereunder in writing, signed by the Company’s
Chief Executive Officer or Chief Financial Officer.  In addition,
except with respect to its duties under Section 1(i) above, the Trustee shall be
entitled to rely on, and shall be protected in relying on, any verbal or
telephonic advice or instruction which it in good faith believes to be given by
the Chief Executive Officer or the Chief Financial Officer;

     

    (b)          Hold
the Trustee harmless and indemnify the Trustee from and against any and all
expenses, including reasonable counsel fees and disbursements, or loss suffered
by the Trustee in connection with any action, suit or other proceeding brought
against the Trustee involving any claim, or in connection with any claim or
demand which in any way arises out of or relates to this Agreement, the services
of the Trustee hereunder, or the Property or any income earned from investment
of the Property, except for expenses and losses resulting from the Trustee’s
gross negligence or willful misconduct.  Promptly after the receipt by
the Trustee of notice of demand or claim or the commencement of any action, suit
or proceeding, pursuant to which the Trustee intends to seek indemnification
under this paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”).  The Trustee
shall have the right to conduct and manage the defense against such Indemnified
Claim, provided, that the Trustee shall obtain the consent of the Company with
respect to the selection of counsel, which consent shall not be unreasonably
withheld.  The Trustee may not agree to settle any Indemnified Claim
without the prior written consent of the Company.  The Company may
participate in such action with its own counsel;

     

    (c)          Pay
the Trustee an initial acceptance fee of [$3,000] and an annual fee of [$15,000]
(it being expressly understood that the Property shall not be used to pay such
fee).  The Company shall pay the Trustee the initial acceptance fee
and first year’s fee at the consummation of the IPO and shall thereafter pay the
annual fee on the anniversary of the Effective Date.  The Trustee
shall refund to the Company the fee (on a pro rata basis) with respect to any
period after the liquidation of the Trust Fund.  The Company shall not
be responsible for any other fees or charges of the Trustee except as may be
provided in Section 2(b) hereof (it being expressly understood that the Property
shall not be used to make any payments to the Trustee under such Section) and
for accountable out-of-pocket expenses actually incurred by the Trustee acting
as Trustee of the Property in accordance with this Agreement;


    
      
         


      

      
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    (d)          Within
five business days after the Representative’s over-allotment option (or any
unexercised portion thereof) expires or is exercised in full, provide the
Trustee notice in writing (with a copy to the Representative) of the total
amount of the Deferred Compensation, which shall in no event be less than
$1,008,000; and

     

    (e)          In
connection with any vote of the Company’s shareholders regarding a Business
Combination, provide to the Trustee an affidavit or certificate of a firm
regularly engaged in the business of soliciting proxies and tabulating
shareholder votes verifying the vote of the Company’s shareholders and the
Company’s Public Shareholders regarding such Business Combination.

     

    3.           Limitations of
Liability.  The Trustee shall have no responsibility or
liability to:

     

    (a)          Take
any action with respect to the Property, other than as directed in Section 1
hereof and the Trustee shall have no liability to any party except for liability
arising out of its own gross negligence or willful misconduct;

     

    (b)          Institute
any proceeding for the collection of any principal and income arising from, or
institute, appear in or defend any proceeding of any kind with respect to, any
of the Property unless and until it shall have received written instructions
from the Company given as provided herein to do so and the Company shall have
advanced or guaranteed to it funds sufficient to pay any expenses incident
thereto;

     

    (c)          Change
the investment of any Property, other than in compliance with Section
1(c);

     

    (d)          Refund
any depreciation in principal of any Property;

     

    (e)          Assume
that the authority of any person designated by the Company or the Representative
to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company or the Representative shall have
delivered a written revocation of such authority to the Trustee;

     

    (f)           The
other parties hereto or to anyone else for any action taken or omitted by it, or
any action suffered by it to be taken or omitted, in good faith and in the
exercise of its own best judgment, except for its gross negligence or willful
misconduct.  The Trustee may rely conclusively and shall be protected
in acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee), statement, instrument, report
or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which is believed by the Trustee, in good
faith, to be genuine and to be signed or presented by the proper person or
persons.  The Trustee shall not be bound by any notice or demand, or
any waiver, modification, termination or rescission of this Agreement or any of
the terms hereof, unless evidenced by a written instrument delivered to the
Trustee signed by the proper party or parties and, if the duties or rights of
the Trustee are affected, unless it shall give its prior written consent
thereto;

     

    (g)          Verify
the correctness of the information set forth in the Registration Statement or to
confirm or assure that any acquisition made by the Company or any other action
taken by it is as contemplated by the Registration Statement, unless an officer
of the Trustee has actual knowledge thereof, or written notice of such event is
sent to the Trustee or as otherwise required under Section 1(j) hereof;
and


    
      
         


      

      
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    (h)          Pay
any taxes on behalf of the Trust Account (it being expressly understood that, as
set forth in Section 1(i), if there is any income tax obligation relating to the
income of the Property in the Trust Account, then, at the written instruction of
the Company, the Trustee shall make available by check or in cash for transfer
by account debit or wire transfer directly to the taxing authorities designated
by the Company, the amount indicated by the Company as owing to each such taxing
authority).

     

    4.           Certain Rights Of
Trustee.

     

    (a)          Before
the Trustee acts or refrains from acting, it may require an Officer’s
Certificate or opinion of counsel or both. The Trustee shall not be liable for
any action it takes or omits to take in good faith in reliance on such Officer’s
Certificate or opinion of counsel. The Trustee may consult with counsel and the
advice of such counsel or any opinion of counsel shall be full and complete
authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance
thereon.

     

    (b)          The
Trustee may act through its attorneys and agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due
care.

     

    (c)          The
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers conferred
upon it by this Agreement.

     

    (d)          The
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Agreement; it shall not be accountable for the
Company’s use of the proceeds from the Trust Account. Notwithstanding the
effective date of this Agreement or anything to the contrary contained in this
Agreement, the Trustee shall have no liability or responsibility for any act or
event relating to this Agreement or the transactions related thereto which occur
prior to the date of this Agreement, and shall have no contractual obligations
to the Beneficiaries until the date of this Agreement.

     

    5.           No Right of
Set-Off.   The Trustee waives any right of set-off or any
right, title, interest or claim of any kind that the Trustee may have against
the Property held in the Trust Account.  In the event that the Trustee
has a claim against the Company under this Agreement, including, without
limitation, under Section 2(b), the Trustee will pursue such claim solely
against the Company and not against the Property held in the Trust
Account.

     

    6.           Termination.  This
Agreement shall terminate as follows:

     

    (a)          If
the Trustee gives written notice to the Company that it desires to resign under
this Agreement, the Company shall use its reasonable efforts to locate a
successor trustee.  At such time that the Company notifies the Trustee
that a successor trustee has been appointed by the Company and has agreed to
become subject to the terms of this Agreement, the Trustee shall transfer the
management of the Trust Account to the successor trustee, including but not
limited to the transfer of copies of the reports and statements relating to the
Trust Account, whereupon this Agreement shall terminate; provided, however, that, in the event
that the Company does not locate a successor trustee within ninety days of
receipt of the resignation notice from the Trustee, the Trustee may submit an
application to have the Property deposited with the United States District Court
for the Southern District of New York and upon such deposit, the Trustee shall
be immune from any liability whatsoever that arises due to any actions or
omissions to act by any party after such deposit; or


    
      
         


      

      
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    (b)          At
such time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of Section 1(j) hereof, and distributed the
Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate except with respect to Section 2(b).

     

    7.           Miscellaneous.

     

    (a)          The
Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons.  Each
party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such information, or of any
change in its authorized personnel.  In executing funds transfers, the
Trustee will rely upon account numbers or other identifying numbers of a
Beneficiary, Beneficiary’s bank or intermediary bank, rather than
names.  The Trustee shall not be liable for any loss, liability or
expense resulting from any error in an account number or other identifying
number, provided it has accurately transmitted the numbers
provided.

     

    (b)          This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of
another jurisdiction.  It may be executed in several counterparts,
each one of which shall constitute an original, and together shall constitute
but one instrument.

     

    (c)          This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof.  This Agreement or any
provision hereof may only be changed, amended or modified by a writing signed by
each of the parties hereto; provided, however, that no
such change, amendment or modification (other than to correct a typographical or
similar technical error) may be made to Sections 1(i), 1(j), 1(k) and 1(l)
hereof without the consent of the holders of 80% of the IPO Shares, it being the
specific intention of the parties hereto that each Public Shareholder is and
shall be a third-party beneficiary of this Section 7(c) with the same right and
power to enforce this Section 7(c) as either of the parties
hereto.  For purposes of this Section 7(c), the “consent of the
holders of 80% of the IPO Shares” shall mean receipt by the Trustee of a
certificate from an entity certifying that (i) such entity regularly engages in
the business of serving as inspector of elections for companies whose securities
are publicly traded, and (ii) either (a) the holders of record of 80% of the IPO
Shares of record as of a record date established in accordance with the
applicable provisions of the Companies Law (2009 Revision) of the Cayman Islands
(the “Companies Law”), have voted in favor of such amendment or modification or
(b) the holders of record of 80% of the IPO Shares of record as of a record date
established in accordance with the applicable provisions of the Companies Law
have delivered to such entity a signed writing approving such amendment or
modification.

     

    (d)          As
to any claim, cross-claim or counterclaim in any way relating to this Agreement,
each party waives the right to trial by jury.

     

    (e)          The
parties hereto consent to the jurisdiction and venue of any state or federal
court located in the City of New York, Borough of Manhattan, for purposes of
resolving any disputes hereunder.

     

    (f)           Any
notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:


    
      
         


      

      
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    if to the
Trustee, to:

     

    American
Stock Transfer & Trust Company, LLC

    59 Maiden
Lane

    New York,
New York 10038

    Attn:     [_____]

    Fax
No.:  [_____]

     

    if to the
Company, to:

    


    Prime
Acquisition Corp.

    No. 322,
Zhongshan East Road

    Shijiazhuang

    Hebei
Province, 05001

    People’s
Republic of China

    Attn:
William Tsu-Cheng Yu, President

    Fax
No.:

     

    in either
case with a copy to (which shall not constitute notice):

     

    Chardan
Capital Markets, LLC

    17 State
Street

    Suite
1600

    New York,
NY 10004

    Attn:
Kerry Propper, Chief Executive Officer

    Fax No.:
646-465-9039

     

    And

    


    Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    666 Third
Avenue

    New York,
NY 10017

    Attn:
Kenneth R. Koch, Esq.

    Fax:
(212) 983-3115

     

    and

     

    Loeb
& Loeb  LLP

    345 Park
Avenue

    New York,
New York 10154

    Attn:      Mitchell
S. Nussbaum, Esq.

    Fax No.:
(212) 407-4990

     

    (g) 
        This Agreement may not be
assigned by the Trustee without the prior written consent of the
Company.

     

    (h)          Each
of the Trustee and the Company hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder.  The Trustee
acknowledges and agrees that it shall not make any claims or proceed against the
Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.


    
      
         


      

      
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    [Signature page
follows]


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust
Agreement as of the date first written above.

     

    
      
        
          
            	
                    AMERICAN STOCK TRANSFER &
      TRUST COMPANY, LLC, as Trustee

                  
	 
      
	
                    By:

                  	 
      
	
                    Name:

                  
	
                    Title:

                  
	 
      
	
                    PRIME
      ACQUISITION CORP.

                  
	 
      
	
                    By:

                  	 
      
	
                    Name:
      William Tsu-Cheng Yu

                  
	
                    Title:
      President

                  


          

        

      

    

    


    Investment
Management

    Trust
Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     [Letterhead
of Company]

     

    [Insert
date]

     

    American
Stock Transfer

      &
Trust Company, LLC

    59 Maiden
Lane

    New York,
New York 10038

    Attn:

     

    Re:           Trust Account No.
[                    ]

     

    Gentlemen:

     

    Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Prime
Acquisition Corp. (“Company”) and American Stock Transfer & Trust Company,
LLC (“Trustee”), dated as of _________, 2011 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company $_______ of the income earned on
the Property as of the date hereof. The Company needs such funds to pay for the
tax obligations as set forth on the attached tax return or tax statement. In
accordance with the terms of the Trust Agreement, you are hereby directed and
authorized to transfer (via wire transfer) such funds promptly upon your receipt
of this letter to the Company’s operating account at:

     

    [WIRE
INSTRUCTION INFORMATION]

    


    
      
        
          	
                  Very
      truly yours,

                
	 
      
	
                  PRIME
      ACQUISITION CORP.

                
	 
      
	
                  By:

                	 
      
	
                  Name:

                
	
                  Title:

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    [Letterhead
of Company]

     

    [Insert
date]

     

    American
Stock Transfer

      &
Trust Company, LLC

    59 Maiden
Lane

    New York,
New York 10038

    Attn:

     

    Re:           Trust Account No.
[                    ]
Termination Letter

     

    Gentlemen:

     

    Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Prime
Acquisition Corp. (“Company”) and American Stock Transfer & Trust Company,
LLC (“Trustee”), dated as of ______, 2011 (“Trust Agreement”), this is to advise
you that the Company has entered into an agreement (“Business Agreement”) with
__________________ (“Target Business”) to consummate a business combination with
Target Business (“Business Combination”) on or about [insert
date].  The Company shall notify you at least 48 hours in advance of
the actual date of the consummation of the Business Combination (“Consummation
Date”) and shall provide you with a certificate or affidavit in accordance with
Section 2(e) of the Trust Agreement.  Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to them in the Trust
Agreement.

     

    In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct
on the Consummation Date.

     

    On the
Consummation Date (i) counsel for the Company shall deliver to you written
notification that (a) the Business Combination has been consummated and [(b) the
provisions of Section 11-51-302(6) and Rule 51-3.4 of the CRS have been met,]
and (ii) the Company shall deliver to you written instructions with respect to
the transfer of the funds held in the Trust Account (“Instructions”), and (iii)
the Representative shall deliver to you written instructions for delivery of the
Deferred Compensation.  You are hereby directed and authorized to
transfer the funds, including the Deferred Compensation, held in the Trust
Account immediately upon your receipt of the counsel’s letter and the
Instructions, in accordance with the terms of the
Instructions.  Notwithstanding the foregoing, upon verification of
receipt by you of the Instruction Letter, we hereby agree and acknowledge that
the Property in the Trust Account shall be distributed as follows: (1) first, to
Public Shareholders who exercised their conversion rights in connection with the
Business Combination, in an amount equal to their pro rata share of the amounts
in the Trust Account as of two business days prior to the Consummation Date
(including the Deferred Compensation and any income actually received on the
Trust Account balance and held in the Trust Account, but less an amount equal to
estimated taxes that are or will be due on such income at an assumed rate of
[___]); (2) to the Representative by wire transfer (or as otherwise directed by
the Representative) in immediately available funds, the aggregate amount of
$__________ plus any interest accrued thereon; and (3) thereafter, to any other
Beneficiary in accordance with the terms of the Instructions. In the event that
certain deposits held in the Trust Account may not be liquidated by the
Consummation Date without penalty, you will notify the Company of the same and
the Company, if the amount set forth in clause (1) shall not have been paid in
full, the Company and shall issue written instructions directing you as to
whether such funds should remain in the Trust Account and be distributed after
the Consummation Date to the Company.  Upon the distribution of all
funds in the Trust Account pursuant to the terms hereof, the Trust Agreement
shall be terminated.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    In the
event that the Business Combination is not consummated on the Consummation Date
described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then the funds held in
the Trust Account shall be reinvested as provided in the Trust Agreement on the
business day immediately following the Consummation Date as set forth in the
notice.

     

    
      
        
          	
                  Very
      truly yours,

                
	 
      
	
                  PRIME
      ACQUISITION CORP.

                
	 
      
	
                  By:

                	 
      
	
                  Name:

                
	
                  Title:

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    [Letterhead
of Company]

     

    [Insert
date]

    American
Stock Transfer & Trust Company, LLC

    59 Maiden
Lane

    New York,
New York 10038

    Attn:

     

    Re:           Trust Account No.
[             ]
Termination Letter

     

    Gentlemen:

     

    Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Prime
Acquisition Corp. (“Company”) and American Stock Transfer & Trust Company,
LLC (“Trustee”), dated as of ________, 2011 (“Trust Agreement”), this is to
advise you that the Board of Directors of the Company has voted to dissolve the
Company and liquidate the Trust Account (as defined in the Trust Agreement).
Attached hereto is a copy of the minutes of the meeting of the Board of
Directors of the Company relating thereto, certified by an executive officer of
the Company as true and correct and in full force and effect.

     

    In
accordance with the terms of the Trust Agreement, we hereby (a) certify to you
that, if applicable, the provisions of Section 11-51-302(6) and Rule 51-3.4 of
the Colorado Statute have been met and (b) authorize you to commence liquidation
of the Trust Account as part of the Company’s plan of dissolution and
distribution.  In connection with this liquidation, you are hereby
authorized to establish a record date for the purposes of determining the
shareholders of record entitled to receive their per share portion of the Trust
Account.  The record date shall be within ten (10) days of the
liquidation date, or as soon as thereafter as is practicable.  You
will notify the Company and ______________ (“Designated Paying Agent”) in
writing as to when all of the funds in the Trust Account will be available for
immediate transfer (“Transfer Date”).  The Designated Paying Agent
shall thereafter notify you as to the account or accounts of the Designated
Paying Agent that the funds in the Trust Account should be transferred to on the
Transfer Date so that the Designated Paying Agent may commence distribution of
such funds in accordance with the terms of the Trust Agreement and the Company’s
Amended and Restated Certificate of Incorporation.  Upon the payment
of all the funds in the Trust Account, the Trust Agreement shall be terminated
and the Trust Account closed.

     

    
      
        
          	
                  Very
      truly yours,

                
	 
      
	
                  PRIME ACQUISITION
      CORP.

                
	 
      
	
                  By:

                	 
      
	
                  Name:

                
	
                  Title: