Exhibit 4.5


 


TERMINATION
AGREEMENT


 


THIS
TERMINATION AGREEMENT, dated as of March 25, 2014 (this “Termination Agreement”),
is made by and among Prime Acquisition Corp., a Cayman Islands company (“Company”),
BHN LLC, a New York limited liability company (“BHN”), Bell Real Estate S.r.l., an Italian limited liability
company, William Yu, an individual, Diana Liu, an individual, Yong Hui Li, an individual, and Gary Han-Ming Chang, an individual
(collectively, the “Voting Parties”). Capitalized terms used and not defined in this Termination Agreement have
the respective meanings assigned to them in the Voting Agreement (as defined below).


 


WHEREAS,
Company, BHN, and the Voting Parties entered into that certain voting agreement dated as of September 27, 2013 (the “Voting
Agreement”);


 


WHEREAS,
Francesco Rotondi and Luca Massimo Failla intend to sell their Voting Shares (as such term is defined in the Voting Agreement)
to a third party (which shall not be deemed or considered a successor in interest of either Francesco Rotondi or Luca Massimo Failla).


 


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.Termination.
The Voting Agreement is hereby terminated and is no longer in force and effect as of the date hereof.


 


2.Miscellaneous.


 


		a)	This Termination 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.



 


		b)	This Termination Agreement shall inure to the benefit of and be binding upon each of the parties
hereto and each of their respective successors and assigns.



 


		c)	The headings in this Termination Agreement are for reference only and do not affect the interpretation
of this Termination Agreement.



 






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		d)	This Termination 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 Termination Agreement electronically
or by facsimile shall be effective as delivery of an original executed counterpart of this Termination Agreement.



 


		e)	This Termination 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 Termination Agreement (including
the fees and expenses of its advisors, accounts and legal counsel).



 


 


[Signature
page follows]


 


 






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IN
WITNESS WHEREOF, the parties have executed this Termination Agreement as of the date first written above.


 








	COMPANY	Prime Acquisition Corp.


	 
	 	 	 	 
	 	 	 	 
	 	By	         /s/ Marco Prete	 
	 	 	Name: Marco Prete	 
	 	 	Title: Chief Executive
        Officer	 


 


 


	BHN	BHN LLC


	 
	 	 	 	 
	 	 	 	 
	 	By	         /s/ Marco Prete	 
	 	 	Name: Marco Prete	 
	 	 	Title: Managing Member	 


 


 







	VOTING PARTIES	Bell Real Estate S.r.l.
	 
	 	 	 	 
	 	 	 	 
	 	By	         	 
	 	 	Name: Cesare Lanati	 
	 	 	Title: Managing Member	 



 










	 	 	 	 
	 	By	         	 
	 	 	Name: Stefano Lanati	 
	 	 	Title: Member	 



 


	 	 	 	 
	 		 
	 	William Yu	 
	 	 	 	 
	 	 	 	 
	 		 
	 	Diana Liu	 
	 	 	 	 
	 	 	 	 
	 		 
	 	Yong Hui Li	 
	 	 	 	 
	 	 	 	 
	 		 
	 	Gary Han-Ming Chang	 


 


 






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