STOCK OPTION AGREEMENT


 


This STOCK OPTION AGREEMENT
(the “Agreement”) is made as of March 21, 2012 (the “Execution Date”), by and
between Prime Acquisition Corp., a Cayman Islands exempted company (the “Company”), and George Kaufman,
an individual (the “Optionee”).


 


 


W I T N E S S E T H:


 


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 5,000 ordinary shares of the Company,
par value $0.001 per share (“Ordinary Shares”).


 


2.Vesting
Schedule. This Option shall fully vest according to the following schedule:


 


		·	10%
                                                                                                                         every
                                                                                                                         calendar
                                                                                                                         quarter,
                                                                                                                         with
                                                                                                                         the first
                                                                                                                         10% vesting
                                                                                                                         taking
                                                                                                                         place
                                                                                                                         on June
                                                                                                                         30, 2012; provided however that 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.

                                                                                                                         




		·	Vesting will cease if the Optionee ceases his Directorship with the Company for whatever reason;







		·	at such time when the Directorship ceases, the Option has 30 calendar days to exercise any un-exercised options;







		·	if there are options left unvested, there shall be no pro rated vesting after the previous quarterly vesting;



 


3.Exercise
Price. The price of each Ordinary Share 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 Ordinary Shares
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 Ordinary Shares 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 Ordinary Share, multiplied by the number of Ordinary Shares as to which the Option is being exercised


 


5.Delivery
of Ordinary Share 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 Ordinary Shares 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 Ordinary Shares.


 






    	 



    	 



    
 


 


6.Payment
of Taxes. Prior to or concurrently with delivery by the Company to the Optionee of a certificate or certificate(s) representing
such Ordinary Shares, 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 Ordinary Shares hereunder shall terminate on March 21, 2017
(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:



George Kaufman


c/o Chardan Capital Markets, LLC


17 State Street


Suite 1600


New York, NY 10004


Phone: 646 465 9015


Fax: 646 465 9039


 


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.


 


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 Ordinary Shares receive a payment for each Ordinary Share 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 Ordinary Shares subject to the Option (to the extent such Option is then exercisable)
exceeds (B) the aggregate exercise price for all such Ordinary Shares; or (iv) may make such other equitable adjustments as the
Board deems appropriate.


 






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(b)In the
event of any stock dividend or split, recapitalization, combination, exchange or similar change affecting the Ordinary Shares,
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 Ordinary Shares (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 shareholders 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 Ordinary Shares or the rights of holders thereof or which are convertible into or exchangeable
for Ordinary Shares, 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 Ordinary Shares 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 Ordinary
Shares.


 


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.


 


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


 






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(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 Ordinary
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
Ordinary Shares 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 & CEO
	 	 	 
	 	 	 
	 	 	 
	 	OPTIONEE:
	 	 	 
	 	 	 
	 	/s/ George Kaufman
	 	George Kaufman







 






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