PROMISSORY NOTE


 


 


	$150,000.00	As of March 4, 2013


			



 


FOR VALUE RECEIVED,
Prime Acquisition Corp. (“Maker”) promises to pay to the order of William Yu (“Payee”), or his permitted
assigns, the principal sum of One Hundred and Fifty Thousand Dollars and No Cents ($150,000.00) or such lesser amount as shall
equal the outstanding principal amount hereof (the “Principal Balance”) in lawful money of the United States of America,
on the terms and conditions described below.


 


Capitalized terms used
herein that are not otherwise defined shall have the meanings ascribed to them in Section 11 hereof.


 


1.                 
Principal. The Principal Balance of this Note shall be repayable on the earlier of (i) the date on which Maker liquidates
and winds-up its affairs or (ii) the date on which Maker consummates a Business Combination.


 


2.                 
Interest. No interest shall accrue on the Principal Balance of this Note.


 


3.                 
Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection
of any sum due under this Note, including (without limitation) reasonable attorneys’ fees and then to the reduction of the
Principal Balance of this Note. This Note may be prepaid. Any prepayment shall be credited against and reduce the Principal Balance
of, and all other sums payable with regard to, this Note.


 


4.                 
Events of Default. The following shall constitute Events of Default:


 


(a)              
Failure to Make Required Payments. Failure by Maker to pay the Principal Balance of this Note within five (5) business
days following the date when due.


 


(b)             
Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now
constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of
any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the
taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c)              
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises
in respect of maker in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.


 



    	 



    	 



    




5.                 
Remedies.


 


(a)              
Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this
Note to be due and payable, whereupon the Principal Balance of, and all other sums payable with regard to, this Note shall become
immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)             
Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the Principal Balance of, and all other
sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action
on the part of Payee.


 


6.                 
Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand,
notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings
instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future
laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment,
levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 


7.                 
Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance,
default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the
liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications
that may be granted by Payee with respect to the payment or other provisions of this Note, and agree that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to them or affecting their liability hereunder.


 


8.                 
No Claim to Trust Account. Payee understands that Maker is a blank check company formed for the purpose of consummating
a Business Combination, has establish a trust account (the “Trust Account”), and will not have access to the
funds in such Trust Account except under the circumstances set forth in that certain Investment Management Trust Agreement, dated
as of March 24, 2011, by and between Maker and American Stock Transfer & Trust Company, LLC, as trustee. Payee agrees that
it does not have and will not have any right, title, interest or claim of any kind in or to (i) any assets in the Trust Account,
(ii) assets of Maker to the extent such right, title, interest or claim would impair the amounts in the Trust Account or (iii)
assets distributed from the Trust Account to the public stockholders (each such right, title, interest or claim a “Claim”);
and hereby waives any Claim, including any claim arising out of any other section of this Agreement, it may have in the future
as a result of, or arising out of, this agreement or any other negotiations, contracts or agreements with Maker and will not seek
recourse against the Trust Account or the public stockholders for any reason whatsoever


 



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9.                 
Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt
requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service
providing receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address
as either party may designate by notice in accordance with this Section:


 


 


If to Maker:


 


Prime Acquisition Corp.


No. 322, Zhongshan East Road


Shijiazhuang


Hebei Province, 050011


People’s Republic of China


Attention: Chief Executive Officer


 


If to Payee:


 


William Yu


c/o 15F, 300 ChangChun Road,


Taipei, Taiwan


104-87


 


 


Notice shall be deemed
given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation,
(iii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iv) the date
reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail
or delivery service.


 


10.             
Restriction on Transferability. Payee shall not offer, sale, transfer or otherwise dispose of this Note without the
written consent of Maker, and any such offer, sale, transfer or disposition made without the written consent of Maker shall be
void and of no effect.


 


11.             
Definitions. As used in this Note, the following capitalized terms have the following meanings:


 


(a)              
“Business Combination” shall mean the acquisition by the Maker, whether by merger, capital stock exchange, asset
or stock acquisition or other similar type of transaction, of an operating business which has its principal operations located
in the People’s Republic of China, in accordance with the Maker’s Amended and Restated Memorandum and Articles of Association.


 


(b)             
“Obligation” shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising,
owed by Maker to Payee of every kind and description, now existing or hereafter arising under or pursuant to the terms of this
Note, including, all interest, fees, charges, expenses, attorneys’ fees and costs and accountants’ fees and costs chargeable
to and payable by Maker hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become
due, and whether or not arising after the commencement of a proceeding under the Federal Bankruptcy Code, as amended from time
to time and whether or not allowed or allowable as a claim in any such proceeding.


 



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12.             
Construction. This Note shall be construed and enforced in accordance with the domestic, internal law, but not the
law of conflict of laws, of the State of New York.


 


13.             
JURISDICTION; SERVICE; WAIVERS. ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS NOTE MAY BE BROUGHT IN A COURT
OF RECORD OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK. THE PARTIES TO THIS AGREEMENT HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION
OF SUCH COURTS OF THE STATE OF NEW YORK, AND SERVICE OF PROCESS MAY BE MADE UPON THE PARTIES TO THIS NOTE BY MAILING A COPY OF
THE SUMMONS AND ANY COMPLAINT TO SUCH PERSON, BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS TO BE USED
FOR THE GIVING OF NOTICES UNDER THIS NOTE. BY ACCEPTANCE HEREOF, THE PARTIES HERETO EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OR MAINTAINING OF ANY SUCH ACTION OR PROCEEDING IN SUCH JURISDICTION.



 


14.             
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.


 


 


 


 


 


 


 


 


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be issued as of the day and year first above written.


 


 


	 	PRIME ACQUISITION CORP.
	 	 	 
	 	 	 
	 	By:	/s/ Dane Chauvel
	 	 	Name:   	Dane Chauvel
	 	 	Title:	Director of the Board,
	 	 	 	Chair, Audit Committee





 


Acknowledged and Agreed To:


 


 


	/s/ William Yu


William Yu


c/o 15F, 300 ChangChun Road,


Taipei, Taiwan


104-87






 



 


 


 


Promissory Note – 150K; 2013.03.04