MANAGEMENT AGREEMENT


 


THIS MANAGEMENT AGREEMENT
is made as of May 22, 2013 by and among BHN LLC, a New York limited liability company (together with its permitted assignees, the
“Manager”), Prime Acquisition Corp., a Cayman Island company (the “Company”), and each Subsidiary
(as defined below) of the Company that becomes a party to the Agreement (as defined below) pursuant to Section 26, and shall become
effective and binding on the Manager and the Company as of the date of the Closing (as defined below) (the “Effective
Date”).


 


WHEREAS, the Company
is listed on NASDAQ under the symbols “PACQU” (for units), “PACQ” (for common shares) and “PACQW”
(for warrants) formed under the US Securities and Exchange Commission’s definition of a “Blank Check Company”;


 


WHEREAS, the Company
was created specifically to pool funds in order to finance a merger or acquisition opportunity within a set timeframe. The Company
concluded its initial public offering on March 25, 2011. It raised $36 million from investors and a private placement from the
founders of the Company of about $1.6388 million; and


 


WHEREAS, the Company
and/or its Subsidiaries have identified an acquisition opportunity pursuant to which the Company and/or its Subsidiaries shall
acquire assets in Southern Europe (the “Assets”) in exchange for stock in the Company (the “Transaction”);


 


WHEREAS, the Company
and its Subsidiaries desire to retain the Manager to manage the Assets and to provide investment advisory services to the Company
and the Subsidiaries on the terms and conditions hereinafter set forth, and the Manager wishes to be retained to provide such services.


 


NOW THEREFORE, in consideration
of the mutual agreements herein set forth, the parties hereto agree as follows:


 


SECTION
1.DEFINITIONS


 


The following terms
have the following meanings assigned to them:


 


(a)“Adjusted
Net Operating Income” means an amount equal to (i) revenues, including net gains generated
from the disposal of Assets during the fiscal year in question, less (ii) expenses, including the Management Fee and debt service,
but excluding one-time brokers’ fees, depreciation expense and other non-cash expenses (such as any non-cash bonus paid to
Manager).


 


(b)“Affiliate”
means (i) any Person directly or indirectly controlling, controlled by, or under common control with such other Person, (ii) any
executive officer, general partner or employee of such other Person, (iii) any member of the board of directors or board of managers
(or bodies performing similar functions) of such Person, and (iv) any legal entity for which such Person acts as an executive officer
or general partner.


 






    	 



    	 



    




 


(c)“Agreement”
means this Management Agreement, as amended from time to time.


 


(d)“Annualized
Yield” means an amount equal to (i) Adjusted Net Operating Income divided by (ii) Stockholders’
Equity at December 31 of the measurement year.


 


(e)“Assets”
has the meaning set forth in the preamble.


 


(f)“Bankruptcy”
means, with respect to any Person, (a) the filing by such Person of a voluntary petition seeking liquidation, reorganization, arrangement
or readjustment, in any form, of its debts under Title 11 of the United States Code or any other federal, state or foreign insolvency
law, or such Person’s filing an answer consenting to or acquiescing in any such petition, (b) the making by such Person of
any assignment for the benefit of its creditors, (c) the expiration of sixty (60) days after the filing of an involuntary petition
under Title 11 of the Unites States Code, an application for the appointment of a receiver for a material portion of the assets
of such Person, or an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under
any other federal, state or foreign insolvency law, provided that the same shall not have been vacated, set aside or stayed within
such 60-day period or (d) the entry against it of a final and non-appealable order for relief under any bankruptcy, insolvency
or similar law now or hereinafter in effect.


 


(g)“Board
of Directors” means the Board of Directors of the Company.


 


(h)“Cause”
has the meaning set forth in Section 14 of this Agreement.


 


(i)“Closing”
means the closing of the transactions contemplated in the third whereas clause of this Agreement.


 


(j)“Code”
shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes
thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.


 


(k)“Common
Stock” means the ordinary shares, par value $0.001 per share, of the Company.


 


(l)“Company”
has the meaning set forth in the preamble of the Agreement.


 


(m)“Company
Account” has the meaning set forth in Section 5 of the Agreement.


 






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(n)“Company
Executive Officer” means the Company’s Chief Executive Officer, President, (or Chief Operating Officer) and Chief
Investment and Business Development Officer of the Company and Chief Financial Officer.


 


(o)“Company
Indemnified Party” has the meaning set forth in Section 10(b) of the Agreement.


 


(p)“Excess
Funds” has the meaning set forth in Section 2(m) of the Agreement.


 


(q)“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(r)“Expenses”
has the meaning set forth in Section 8 of the Agreement.


 


(s)“GAAP”
means generally accepted accounting principles, as applied in the United States.


 


(t)“Governing
Instruments” means, with regard to any entity, the articles of incorporation and bylaws in the case of a corporation,
certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership,
the articles of formation and the operating agreement in the case of a limited liability company, the trust instrument in the case
of a trust, or similar governing documents, in each case as amended from time to time.


 


(u)“Guidelines”
has the meaning set forth in Section 2(d)(i) of the Agreement.


 


(v)“Indemnitee”
has the meaning set forth in Section 10(b) of the Agreement.


 


(w)“Indemnitor”
has the meaning set forth in Section 10(c) of the Agreement.


 


(x)“Independent
Directors” means the members of the Board of Directors who are not officers or employees of the Company or the Manager
or any Person directly or indirectly controlling or controlled by the Manager, and who are otherwise “independent”
in accordance with the Company’s Governing Instruments and, if applicable, the rules of any national securities exchange
on which the Common Stock is listed.


 


(y)“Initial
Term” has the meaning set forth in Section 11(a) of the Agreement.


 


(z)“Investment
Company Act” means the Investment Company Act of 1940, as amended.


 






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(aa)“Management
Fee” means a management fee, payable in cash monthly in arrears, in an amount equal to 1.90% of the value of the managed
Assets as of the last business day of the month divided by 12.


 


(bb)“Manager”
has the meaning set forth in the preamble of the Agreement.


 


(cc)“Manager
Indemnified Party” has the meaning set forth in Section 10(a) of the Agreement.


 


(dd)“Monitoring
Services” has the meaning set forth in Section 2(b) of the Agreement.


 


(ee)“NASDAQ”
means The NASDAQ Stock Market LLC.


 


(ff)“Person”
means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association,
any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such
capacity on behalf of any of the foregoing.


 


(gg)“Portfolio
Management Services” has the meaning set forth in Section 2(b) of the Agreement.


 


(hh)“Renewal
Term” has the meaning set forth in Section 12(b) of the Agreement.


 


(ii)“Securities
Act” means the Securities Act of 1933, as amended.


 


(jj)“Subsidiary”
means any subsidiary of the Company; any partnership, the general partner of which is the Company or any subsidiary of the Company;
and any limited liability company, the managing member of which is the Company or any subsidiary of the Company.


 


(ll)“Termination
Fee” has the meaning set forth in Section 11(d) of this Agreement.


  


SECTION
2.APPOINTMENT AND DUTIES OF THE MANAGER


 


(a)The
Company and each Subsidiary that becomes a party to this Agreement each hereby appoints the Manager to manage the Assets of the
Company and each Subsidiary that becomes a party to this Agreement subject to the further terms and conditions set forth in this
Agreement, and the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein.
Unless otherwise provided, the appointment gives the Manager discretionary authority over the Assets and in the performance of
the Portfolio Management Services, as defined below. The appointment of the Manager shall be exclusive to the Manager except to
the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects,
pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties.


 






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(b)The
Board of Directors shall periodically review the Company's portfolio of Assets. If a majority of the Independent Directors determine
that a particular investment does not comply with the Company’s investment guidelines, as determined by the Board of Directors
from time to time, then a majority of the Independent Directors will consider what corrective action, if any is to be taken. The
Manager shall be permitted to rely upon the direction of a member of the Board of Directors designated for such purpose by the
Board of Directors to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment.


 


(c)The
Manager will provide the Company and its Subsidiaries with a management team, including its Chief Executive Officer, the Chief
Financial Officer, the Chief Operating Officer and Chief Business Development Officer and other support personnel. Each of the
Chief Executive Officer, Chief Financial Officer, the Chief Operating Officer and Chief Business Development Officer will be subject
to the approval of the Board of Directors. The Manager shall provide the Company with a succession plan, which must be reasonably
acceptable to a majority of the Independent Directors, setting forth the succession or replacement in the event that the Chief
Executive Officer is unable to serve in such capacity to the Company.


 


(d)The
Manager, in its capacity as manager of the Assets and the day-to-day operations of the Company and its Subsidiaries, at all times
will be subject to the supervision of the Company’s Board of Directors and will have only such functions and authority as
the Company and its Subsidiaries may delegate to it including, without limitation, the functions and authority identified herein
and delegated to the Manager hereby. The Manager will be responsible for the day-to-day operations of the Company and its Subsidiaries
and will perform (or cause to be performed) such services and activities relating to the Assets and operations of the Company and
its Subsidiaries as may be appropriate, including, without limitation:


 


(i)serving
as consultant for the Company and its Subsidiaries with respect to the periodic review of the investment criteria and parameters
established by the Independent Directors for the Assets, borrowings and operations, any modifications to which shall be approved
by a majority of the Independent Directors (such policy guidelines as initially approved, as the same may be modified with such
approval, the “Guidelines”), and other policies for approval by the Board of Directors;


 


(ii)investigating,
analyzing and selecting possible asset acquisition opportunities;


 






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(iii)acquiring,
financing, retaining, selling, restructuring, or disposing of Assets consistent with the Guidelines, provided, however, that if
any such action relates to the acquisition or disposition of Assets with a fair market value or expected sales price greater than
15% of the Company’s Assets, then any such action shall be subject to the approval of the Board of Directors;


 


(iv)with
respect to prospective purchases, sales, or exchanges of Assets, conducting negotiations, on behalf of the Company and its Subsidiaries,
with sellers and purchasers and their respective agents, representatives and investment bankers;


 


(v)advising
the Board of Directors with respect to alternative forms of capital raising;


 


(vi)engaging
and supervising, on behalf of the Company and its Subsidiaries, independent contractors which provide investment banking, mortgage
brokerage, securities brokerage, other financial services, due diligence services, underwriting review services, and all other
services as may be required relating to the Company’s and the Subsidiaries’ operations or Assets (or potential Assets);


 


(vii)advising
the Company and its Subsidiaries on, preparing, and negotiating applications and agreements relating to programs established by
the U.S. Government or other governments;


 


(viii)entering
into, on the Company’s behalf, applications and agreements relating to programs established by the U.S. Government or other
governments;


 


(ix)coordinating
and managing operations of any joint venture or co-investment interests held by the Company and its Subsidiaries and conducting
all matters with the joint venture or co-investment partners;


 


(x)subject
to the provisions of Section 9, providing executive and administrative personnel, office space and office services required in
rendering services to the Company and its Subsidiaries;


 


(xi)administering
the day-to-day operations of the Company and its Subsidiaries and performing and supervising the performance of such other administrative
functions necessary in the management of the Company and its Subsidiaries as may be agreed upon by the Manager and the Board of
Directors, including, without limitation, the collection of revenues and the payment of the Company’s and its Subsidiaries’
debts and obligations and maintenance of appropriate computer services to perform such administrative functions;


 


(xii)communicating
on behalf of the Company and its Subsidiaries with the holders of any equity or debt securities of the Company and its Subsidiaries
as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain
effective relations with such holders;


 


 



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(xiii)advising
the Company in connection with policy decisions to be made by the Board of Directors;


 


(xiv)assisting
the Company and its Subsidiaries in developing criteria for asset purchase commitments that are specifically tailored to the investment
objectives of the Company and its Subsidiaries and making available to the Company and its Subsidiaries its knowledge and experience
with respect to mortgage loans, real estate-related assets and non-real estate related assets;


 


(xv)furnishing
reports to the Company and its Subsidiaries regarding the activities of the Company and its Subsidiaries and the services performed
for the Company and its Subsidiaries by the Manager;


 


(xvi)monitoring
the operating performance of the Assets and providing periodic reports with respect to Asset performance to the Board of Directors,
including comparative information with respect to such operating performance and budgeted or projected operating results;


 


(xvii)investing
and re-investing any moneys and securities of the Company and its Subsidiaries (including investing Assets in short-term financial
instruments pending investment of such Assets), payment of fees, costs and expenses, or payments of dividends or distributions
to stockholders and partners of the Company and its Subsidiaries and advising the Company and its Subsidiaries as to its capital
structure and capital raising, provided, however, that if any such action relates to a transaction with a fair market value greater
than 15% of the Company’s Assets, then any such action shall be subject to the approval of the Board of Directors;


 


(xviii)subject
to the approval of the Board of Directors, causing the Company and its Subsidiaries to retain qualified accountants and legal counsel,
as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect
to financial reporting obligations and compliance with the provisions of the Code applicable to the Company and to conduct quarterly
compliance reviews with respect thereto, each as required by law or for the purposes of good corporate governance;


 


(xix)assisting
the Company and its Subsidiaries in qualifying to do business in all applicable jurisdictions and to obtain and maintain all appropriate
licenses;


 


(xx)assisting
the Company in establishing any new Subsidiaries;


 


(xxi)assisting
the Company and its Subsidiaries in complying with all regulatory requirements applicable to the Company and its Subsidiaries in
respect of its business activities, including assisting with preparing or causing the preparation of all financial statements required
under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Exchange Act
and the Securities Act or by the Nasdaq and any other securities exchange or quotation systems on which the Company’s capital
stock may be traded or quoted;


 






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(xxii)assisting
the Company and its Subsidiaries in taking all necessary actions to enable the Company to make required tax filings and reports,
including soliciting stockholders for required information to the extent provided by the provisions of the Exchange Act and the
Securities Act or by the Nasdaq and any other securities exchange or quotation systems on which the Company’s capital stock
may be traded or quoted;


 


(xxiii)placing,
or arranging for the placement of, all portfolio management orders pursuant to its investment determinations for the Company and
its Subsidiaries either directly with the issuer or with a broker or dealer (including any Affiliated broker or dealer);


 


(xxiv)subject
to the approval of the Board of Directors, handling and resolving all claims, disputes or controversies (including all litigation,
arbitration, settlement or other proceedings or negotiations) in which the Company and its Subsidiaries may be involved or to which
the Company may be subject arising out of the day-to-day operations of the Company and its Subsidiaries (other than with the Manager
or its Affiliates);


 


(xxv)representing
and making recommendations to the Company and its Subsidiaries in connection with the purchase and finance of, and commitment to
purchase and finance, mortgage loans (including on a portfolio basis), real estate, real estate-related securities, other real
estate-related assets and non-real estate-related assets, and the sale and commitment to sell such assets;


 


(xxvi)advising
the Company and its Subsidiaries with respect to and structuring long-term financing vehicles for the portfolio of Assets, and
offering and selling securities publicly or privately in connection with any such structured financing;


 


(xxvii)serving
as a consultant for the Company and its Subsidiaries with respect to decisions regarding any financings, hedging activities or
borrowings undertaken by the Company and its Subsidiaries including (1) assisting the Company and its Subsidiaries in developing
criteria for debt and equity financing that is specifically tailored to its objectives; and (2) advising the Company and its Subsidiaries
with respect to obtaining appropriate financing for its Assets;


 


(xxviii)
arranging marketing materials, advertising, industry group activities (such as conference participations and industry organization
memberships) and other promotional efforts designed to promote the business of the Company and its Subsidiaries;


 


(xxix)performing
such other services as may be reasonably required from time to time for management and other activities relating to the Assets
and business of the Company and its Subsidiaries as the Board of Directors shall reasonably request or the Manager shall reasonably
deem appropriate under the particular circumstances; and


 


(xxx)causing
the Company and its Subsidiaries to materially comply with all applicable laws.


 






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Without limiting the
foregoing, the Manager will perform portfolio management services (the “Portfolio Management Services”) on behalf
of the Company and its Subsidiaries with respect to the Assets. Such services will include, but not be limited to: (i) consulting
with the Company and its Subsidiaries on the purchase and sale of portfolio Assets; (ii) identifying other investment opportunities;
(iii) collecting information on, and submitting reports pertaining to Assets and general economic conditions; (iv) periodically
reviewing and evaluating the performance of the Assets; (v) acting as liaison between the Company and its Subsidiaries and other
parties with respect to the purchase, financing and disposition of Assets; and (vi) performing other customary functions related
to the management of the Assets.


 


(e)The
Manager may enter into agreements with third parties for the purpose of engaging one or more parties for and on behalf of the Company,
at the sole cost and expense of the Company, to provide property management, asset management, leasing, development and/or other
services to the Company and its Subsidiaries pursuant to agreement(s) with terms which are then customary for agreements regarding
the provision of services to companies that have assets similar in type, quality and value to the assets of the Company and its
Subsidiaries.


 


(f)The
Manager may, at its expense, from time to time, propose to retain one or more additional service providers for the provision of
services to the Manager in order to enable the Manager to provide the services to the Company and its Subsidiaries specified by
this Agreement.


 


(g)Subject
to the approval of the Board of Directors, the Manager may retain, for and on behalf of the Company and its Subsidiaries, such
services of accountants and legal counsel as the Manager deems necessary or advisable in connection with the management and operations
of the Company and its Subsidiaries.


 


(h)The
Manager may retain, for and on behalf of the Company and its Subsidiaries such appraisers, insurers, brokers, dealers, transfer
agents, registrars, developers, investment banks, financial advisors, due diligence firms, underwriting review firms, banks and
other lenders and others as the Manager deems necessary or advisable in connection with the management and operations of the Company
and its Subsidiaries. The Manager shall have the right to cause any such services to be rendered by its employees or Affiliates
(including having any “in-house” legal opinions of the Company be issued by employees of the Manager).


 


(i)The
Manager may effect transactions by or through the agency of another person with it or its Affiliates which have an arrangement
under which that party or its Affiliates will from time to time provide to or procure for the Manager and/or its Affiliates goods,
services or other benefits (including, but not limited to, research and advisory services; economic and political analysis, including
valuation and performance measurement; market analysis, data and quotation services; computer hardware and software incidental
to the above goods and services; clearing and custodian services and investment related publications), the nature of which is such
that provision can reasonably be expected to benefit the Company as a whole and may contribute to an improvement in the performance
of the Company or the Manager or its Affiliates in providing services to the Company.


 






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(j)As
frequently as the Manager may deem necessary or advisable, or at the direction of the Board of Directors, the Manager shall prepare,
or cause to be prepared, with respect to any Asset, reports and other information with respect to such Asset as may be reasonably
requested by the Company.


 


(k)The
Manager shall prepare, or cause to be prepared, at the sole cost and expense of the Company and its Subsidiaries, all reports,
financial or otherwise, with respect to the Company and its Subsidiaries reasonably required by the Board of Directors in order
for the Company and its Subsidiaries to comply with its Governing Instruments or any other materials required to be filed with
any governmental body or agency, and shall prepare, or cause to be prepared, all materials and data necessary to complete such
reports and other materials including, without limitation, an annual audit of the Company’s and its Subsidiaries’ books
of account by a nationally recognized independent accounting firm.


 


(l)The
Manager shall prepare regular reports for the Board of Directors to enable the Board of Directors to review the Company’s
and its Subsidiaries’ acquisitions, portfolio composition and characteristics, credit quality, performance and compliance
with the Guidelines and policies approved by the Board of Directors.


 


(m)In
performing its duties under this Section 2, the Manager shall be entitled to rely reasonably on qualified experts and professionals
(including, without limitation, accountants, legal counsel and other service providers) hired by the Manager.


 


(n)After
the Effective Date, the Manager will advise the Board of Directors of changes in the equity ownership of the Manager.


 


SECTION
3.AGENCY


 


(a)The
Manager shall act as agent of the Company and each Subsidiary in performing the duties enumerated in Section 2.


 


(b)Managers,
partners, officers, employees and agents of the Manager or Affiliates of the Manager may serve as directors, officers, employees,
agents, nominees or signatories for the Company or any Subsidiary, to the extent permitted by their Governing Instruments or by
any resolutions duly adopted by the Board of Directors pursuant to the Company’s Governing Instruments. When executing documents
or otherwise acting in such capacities for the Company or the Subsidiary, such persons shall use their respective titles in the
Company or the Subsidiary.


 


 



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(c)The
Company agrees to take, or cause to be taken, all actions reasonably required to permit and enable the Manager to carry out its
duties and obligations under this Agreement, including, without limitation, all steps reasonably necessary to allow the Company
to file any registration statement in a timely manner or to deliver any financial statements or other reports with respect to the
Company or any Subsidiary. If the Manager is not able to provide a service, or in the reasonable judgment of the Manager it is
not prudent to provide a service, without the approval of the Board of Directors or the Independent Directors, as applicable, then
the Manager shall use good faith reasonable efforts to promptly obtain such approval and shall be excused from providing such service
(and shall not be in breach of this Agreement) until the applicable approval has been obtained.


 


SECTION
4.BANK ACCOUNTS


 


At the direction of
the Board of Directors, the Manager may establish and maintain one or more bank accounts in the name of the Company or any Subsidiary
(any such account, a “Company Account”), and may collect and deposit funds into any such Company Account or
Company Accounts, and disburse funds from any such Company Account or Company Accounts, under such terms and conditions as the
Board of Directors may approve; and the Manager shall from time to time render appropriate accountings of such collections and
payments to the Board of Directors and, upon request, to the auditors of the Company or any Subsidiary.


 


SECTION
5.RECORDS; CONFIDENTIALITY


 


The Manager shall maintain
appropriate books of accounts and records relating to services performed under this Agreement, and such books of account and records
shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours
upon reasonable advance notice. The Manager shall keep confidential any and all information obtained in connection with the services
rendered under this Agreement and shall not disclose any such information (or use the same except in furtherance of its duties
under this Agreement) to non-Affiliated third parties except (i) with the prior written consent of the Board of Directors; (ii)
to legal counsel, accountants and other professional advisors; (iii) to appraisers, financing sources and others in the ordinary
course of the Company’s and its Subsidiaries’ business; (iv) to governmental officials having jurisdiction over the
Company or any Subsidiary; (v) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure
or presentations to Company or Subsidiary investors; or (vi) as required by law or legal process to which the Manager or any Person
to whom disclosure is permitted hereunder is a party. The foregoing shall not apply to information which has previously become
publicly available through the actions of a Person other than the Manager not resulting from the Manager’s violation of this
Section 5. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period
of one (1) year.


 






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SECTION
6.OBLIGATIONS OF MANAGER; RESTRICTIONS


 


(a)The
Manager shall require each seller or transferor of investment assets to the Company and its Subsidiaries to make such representations
and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager
shall take such other action as it deems necessary or appropriate with regard to the protection of the Assets.


 


(b)The
Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines,
(ii) would adversely affect the status of the Company and its Subsidiaries under the relevant tax code, or (iii) would violate
any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would
otherwise not be permitted by the Company’s Governing Instruments. If the Manager is ordered to take any such action by the
Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would
adversely affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing
or any other provisions of this Agreement, the Manager, its directors, officers, stockholders and employees shall not be liable
to the Company or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners,
for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of
this Agreement.


 


SECTION
7.COMPENSATION


 


(a)During
the Initial Term and any Renewal Term (each as defined below), the Company shall pay the Manager the Management Fee monthly in
arrears commencing with the month in which this Agreement was executed. If applicable, the initial payment and final installment
of the Management Fee will be pro-rated based on the number of days during the initial and final month, respectively, that this
Agreement was in effect.


 


(b)The
Manager shall compute each installment of the Management Fee within five business days after the end of the calendar month with
respect to which such installment is payable. A copy of the computations made by the Manager to calculate such installment shall
thereafter, for informational purposes only and subject in any event to Section 13(a) of this Agreement, promptly be delivered
to the Board of Directors and, upon such delivery, payment of such installment of the Management Fee shown therein shall be due
and payable no later than the date which is five business days after the date of delivery to the Board of Directors of such computations.


 


(c)In
addition, the Company shall provide the Manager (or the Company Executive Officers - as determined by the Manager on an annual
basis) with additional cash and equity incentive compensation as follows:


 


 



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(i)A
one-time equity grant equal to 3.5% of the issued and outstanding shares of Common Stock at Closing (including any shares issued
to the sellers of the Assets at the Closing) in the form of shares of Restricted Common Stock, provided the minimum value of the
Assets (based on the consideration paid for the Assets plus any debt assumed) is greater than $150 million;


 


(ii)Assuming
that the Company pays a cash dividend equal to $0.50 per share to its holders of Common Stock, the Manager shall be entitled to
receive, on an annual basis thereafter, a bonus equal to 10% of the Adjusted Net Operating Income. Such bonus will be paid, at
the discretion of the Manager either in cash or in shares of restricted Common Stock or restricted stock units, based on the fair
market value of the Common Stock on the date of issuance.


 


(d)At
or promptly after the Closing, the Company shall put into place a Stock Incentive Plan providing for the issuance to the Manager
of options to purchase up to 1,000,0000 shares of Common Stock under such plan.


 


SECTION
8.EXPENSES


 


(a)The
Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation,
salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance
with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).


 


(b)The
Company shall pay all of its expenses, and shall reimburse the Manager for documented expenses of the Manager incurred on the Company’s
behalf (the “Expenses”), excepting those expenses that are specifically the responsibility of the Manager as
set forth herein; Without limiting the generality of the foregoing, Expenses include, but are not limited to, the following:


 


(i)expenses
in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of Assets provided
that with respect to any transaction subject to approval of the Board of Directors expenses incident to such transactions shall
also require Board approval;


 


(ii)costs
of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its Subsidiaries
by third party providers retained by the Manager;


 


(iii)the
compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to
indemnify the directors and officers of the Company, its Subsidiaries and the Manager;


 


(iv)costs
associated with the establishment and maintenance of any credit facilities or other indebtedness of the Company and its Subsidiaries
(including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company
and its Subsidiaries;


 






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(v)expenses
connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work
necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements
of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the
Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the
listing and/or trading of the Company’s stock on any exchange or other market center, the fees payable by the Company to
any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to
its stockholders and proxy materials with respect to any meeting of the stockholders of the Company;


 


(vi)costs
and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement,
clearing and custodial fees and expenses;


 


(vii)costs
associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party
vendors that is used solely for the Company and its Subsidiaries;


 


(viii)compensation
and expenses of the custodian and transfer agent of the Company and its Subsidiaries, if any;


 


(ix)the
costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;


 


(x)all
taxes and license fees;


 


(xi)all
insurance costs incurred in connection with the operation of the business of the Company and its Subsidiaries;


 


(xii)costs
and expenses incurred in contracting with third parties for the servicing of assets of the Company and its Subsidiaries;


 


(xiii)all
other costs and expenses relating to the business and investment operations of the Company and its Subsidiaries, including, without
limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assets, including
appraisal, reporting, audit and legal fees; 


 


(xiv)expenses
relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained
for the Company and its Subsidiaries or Assets separate from the office or offices of the Manager;


 


(xv)expenses
connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by
the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation,
in connection with any dividend reinvestment plan;


 






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(xvi)any
judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary,
or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or
any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency;


 


(xvii)all
other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties
and functions under this Agreement.


 


(c)The
Manager shall prepare a statement documenting the Expenses incurred during each month, and shall deliver such statement to the
Company within 5 days after the end of each month. Expenses incurred by the Manager on behalf of the Company entitled to be reimbursed
shall be reimbursed by the Company to the Manager on the fifth (5th) business day immediately following the date of
delivery of such statement; provided, however, that such reimbursements may be offset by the Manager against amounts due
to the Company. Cost and expense reimbursement to the Manager shall be subject to adjustment at the end of each calendar year in
connection with the annual audit of the Company.


 


(d)The
provisions of this Section 8 shall survive the expiration or earlier termination of this Agreement to the extent such expenses
have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.


 


SECTION
9.LIMITS OF MANAGER RESPONSIBILITY; INDEMNIFICATION


 


(a)The
Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good
faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations
of the Manager, including as set forth in Section 7(b) of this Agreement. The Company and each Subsidiary shall, to the full extent
lawful, reimburse, indemnify and hold the Manager, its officers, stockholders, directors, employees, any Person controlling or
controlled by the Manager and any Person providing sub-advisory services to the Manager, together with the managers, officers,
directors and employees of the Manager, its officers, members, directors, employees, and any such Person (each a “Manager
Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims
of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Manager
Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting
such Manager Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s
duties under this Agreement.


 






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(b)The
Manager shall, to the full extent lawful, reimburse, indemnify and hold the Company or any Subsidiary, and their respective stockholders,
directors, officers and employees and each other Person, if any, controlling the Company (each, a “Company Indemnified
Party” and together with a Manager Indemnified Party, the “Indemnitee”), harmless of and from any
and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’
fees) in respect of or arising from the Manager’s bad faith, willful misconduct, gross negligence or reckless disregard of
its duties under this Agreement.


 


(c)The
Indemnitee will promptly notify the party against whom indemnity is claimed (the “Indemnitor”) of any claim
for which it seeks indemnification; provided, however, that the failure to so notify the Indemnitor will not relieve the Indemnitor
from any liability which it may have hereunder, except to the extent such failure actually prejudices the Indemnitor. The Indemnitee
shall have the right to assume the defense and settlement of such claim or request that the Indemnitor assumes the defense and
settlement of such claim; provided, that the Indemnitee notifies the Indemnitor of its election to assume such defense and settlement
within thirty (30) days after the Indemnitee gives the Indemnitor notice of the claim. In such case, the Indemnitee will not settle
or compromise such claim, and the Indemnitor will not be liable for any such settlement made without the Indemnitor’s prior
written consent. If the Indemnitor assumes such defense only at the request of the Indemnitee, the Indemnitee will (i) have the
right to approve the Indemnitor’s counsel (which approval will not be unreasonably withheld, delayed or conditioned), (ii)
be obligated to cooperate in furnishing evidence and testimony and in any other manner in which the Indemnitor may reasonably request
and (iii) be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense.


 


SECTION
10.NO JOINT VENTURE


 


Nothing in this Agreement
shall be construed to make the Company and each Subsidiary and the Manager partners or joint venturers or impose any liability
as such on either of them.


 


SECTION
11.TERM; TERMINATION


 


(a)Until
this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the fifth anniversary of the
“Effective Date” (the “Initial Term”), provided, however, that this Agreement will be automatically
terminated if the Closing has not occurred by September 30, 2013.


 


(b)The
Agreement shall be automatically renewed for an additional five-year term (a “Renewal Term”) at the end of the
Initial Term or any Renewal Term unless the Company elects, (solely during a Renewal Term), to terminate the Agreement in its sole
discretion and for any or no reason. For the avoidance of doubt, this Agreement may not be terminated by the Company during the
Initial Term except for Cause.






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(c)If
an election is made to terminate this Agreement as set forth above, the Company shall deliver to the Manager written notice of
the Company’s intention to terminate this Agreement not less than one hundred eighty (180) days prior to the date designated
by the Company on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on
such date.


 


(d)If
an election is made to terminate this Agreement during any Renewal Term without Cause, the Company shall pay the Manager two times
the average of the total annual compensation paid to the Manager for the previous two years (the “Termination Fee”).


 


(e)The
Manager may terminate this Agreement by providing prior written notice of the Manager’s intention to terminate this Agreement
not less than one hundred eighty (180) days prior to the date designated by the Manager on which the Manager shall cease to provide
services under this Agreement and this Agreement shall terminate on such date.


 


(f)If
this Agreement is terminated pursuant to this Section 11, such termination shall be without any further liability or obligation
of either party to the other, except as provided in Sections 5, 8, 9, and 14 of this Agreement. In addition, Sections 10 of this
Agreement shall survive termination of this Agreement.


 


SECTION
12.ASSIGNMENT


 


(a)Except
as set forth in Section 12(b) of this Agreement, this Agreement may not be assigned by the Manager without the written consent
of the Company. This Agreement shall not be assigned by the Company without the prior written consent of the Manager.


 


(b)Notwithstanding
any provision of this Agreement, the Manager may, without the written consent of the Company, (i) assign this Agreement to an Affiliate
of the Manager that is a successor to the Manager by reason of a restructuring or other internal reorganization among the Manager
and any one or more of its Affiliates without the consent of the majority of the Board of Directors and (ii) delegate to one or
more of its Affiliates the performance of any of its responsibilities so long as it remains liable for the Affiliate’s performance
In addition, provided that the Manager provides prior written notice to the Company for informational purposes only, nothing contained
in this Agreement shall preclude any pledge, hypothecation or other transfer of any amounts payable to the Manager under this Agreement.






    	- 17 -



    	 



    

 


SECTION
13.TERMINATION FOR CAUSE


 


(a)The
Company may terminate this Agreement effective immediately upon written notice of termination from the Company to the Manager if
(i) the Manager, its agents or its assignees have materially breached any provision of this Agreement and such breach shall have
continued for a period of thirty (30) days after written notice thereof specifying such breach and requesting that the same be
remedied in such 30-day period (or forty-five (45) days after written notice of such breach if the Manager takes steps to cure
such breach within thirty (30) days of the written notice), (ii) the Manager or any of its Affiliates engages in any act of fraud,
misappropriation of funds, embezzlement, (iii) there is an event of gross negligence on the part of the Manager in the performance
of its duties under this Agreement, (iv) there is a commencement of any proceeding relating to the Manager’s Bankruptcy or
insolvency.


 


(b)The
Manager may terminate this Agreement effective immediately upon written notice of termination to the Company in the event that
the Company shall default in the performance or observance of any material term, condition or covenant contained in this Agreement
and such default shall have continued for a period of thirty (30) days after written notice thereof specifying such default and
requesting that the same be remedied in such 30-day period.


 


(c)The
Company or the Manager may terminate this Agreement in the event the Company becomes required to register as an “investment
company” under the Investment Company Act, with such termination deemed to have occurred immediately prior to such event.


 


SECTION
14.ACTION UPON TERMINATION


 


From and after the
effective date of termination of this Agreement, the Manager shall not be entitled to compensation for further services under this
Agreement, but shall be paid all compensation accruing to the date of termination, including, if applicable, the Termination Fee.
Upon such termination, the Manager shall deliver to the Board of Directors all property and documents of the Company or any Subsidiary
then in the custody of the Manager.


 


SECTION
15.REPRESENTATIONS AND WARRANTIES


 


(a)The
Company hereby represents and warrants to the Manager as follows:


 


(i)The
Company is duly organized, validly existing and in good standing under the laws of the Cayman Islands, has the corporate power
and authority and the legal right to own and operate its assets, to lease any property it may operate as lessee and to conduct
the business in which it is now engaged and is duly qualified as a foreign corporation and in good standing under the laws of each
jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except for failures
to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on the business operations,
assets or financial condition of the Company.


 



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(ii)The
Company has the corporate power and authority and the legal right to make, deliver and perform this Agreement and all obligations
required hereunder and has taken all necessary corporate action to authorize this Agreement on the terms and conditions hereof
and the execution, delivery and performance of this Agreement and all obligations required hereunder. No consent of any other Person,
including stockholders and creditors of the Company, and no license, permit, approval or authorization of, exemption by, notice
or report to, or registration, filing or declaration with, any governmental authority is required by the Company in connection
with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and all obligations required
hereunder. This Agreement has been, and each instrument or document required hereunder will be, executed and delivered by a duly
authorized officer of the Company, and this Agreement constitutes, and each instrument or document required hereunder when executed
and delivered hereunder will constitute, the legally valid and binding obligation of the Company enforceable against the Company
in accordance with its terms.


 


(iii)The
execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any
provision of any existing law or regulation binding on the Company, or any order, judgment, award or decree of any court, arbitrator
or governmental authority binding on the Company, or the Governing Instruments of, or any securities issued by the Company or of
any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Company is a party or by which
the Company or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations,
assets or financial condition of the Company and its Subsidiaries, if any, taken as a whole, and will not result in, or require,
the creation or imposition of any lien or any of its property, assets or revenues pursuant to the provisions of any such mortgage,
indenture, lease, contract or other agreement, instrument or undertaking.


 


(b)The
Manager hereby represents and warrants to the Company as follows:


 


(i)The
Manager is duly organized, validly existing and in good standing under the laws of the State of New York, has the corporate power
and authority and the legal right to own and operate its assets, to lease the property it operates as lessee and to conduct the
business in which it is now engaged and is duly qualified as a foreign corporation and in good standing under the laws of each
jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except for failures
to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on the business operations,
assets or financial condition of the Manager.


 


(ii)The
Manager has the corporate power and authority and the legal right to make, deliver and perform this Agreement and all obligations
required hereunder and has taken all necessary corporate action to authorize this Agreement on the terms and conditions hereof
and the execution, delivery and performance of this Agreement and all obligations required hereunder. No consent of any other Person,
including members and creditors of the Manager, and no license, permit, approval or authorization of, exemption by, notice or report
to, or registration, filing or declaration with, any governmental authority is required by the Manager in connection with this
Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and all obligations required hereunder.
This Agreement has been, and each instrument or document required hereunder will be, executed and delivered by a duly authorized
officer of the Manager, and this Agreement constitutes, and each instrument or document required hereunder when executed and delivered
hereunder will constitute, the legally valid and binding obligation of the Manager enforceable against the Manager in accordance
with its terms.


 






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(iii)The
execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any
provision of any existing law or regulation binding on the Manager, or any order, judgment, award or decree of any court, arbitrator
or governmental authority binding on the Manager, or the Governing Instruments of, or any securities issued by the Manager or of
any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Manager is a party or by which
the Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations,
assets or financial condition of the Manager, and will not result in, or require, the creation or imposition of any lien or any
of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement,
instrument or undertaking.


 


SECTION
16.NOTICES


 


Unless expressly provided
otherwise in this Agreement, all notices, requests, demands and other communications required or permitted under this Agreement
shall be in writing and shall be deemed to have been duly given, made and received when delivered against receipt or upon actual
receipt of (i) personal delivery, (ii) delivery by reputable overnight courier, (iii) delivery by facsimile transmission with telephonic
confirmation or (iv) delivery by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth
below:


 


(a)If
to the Company:


 


(b)If
to the Manager:


 


Either party may alter
the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the
provisions of this Section 17 for the giving of notice.


 


SECTION
17.BINDING NATURE OF AGREEMENT; SUCCESSORS AND ASSIGNS


 


This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors
and permitted assigns as provided in this Agreement.


 






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SECTION
18.ENTIRE AGREEMENT


 


This Agreement contains
the entire agreement and understanding among the parties hereto with respect to the subject matter of this Agreement, and supersedes
all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any
nature whatsoever with respect to the subject matter of this Agreement. Without limiting the foregoing, this Agreement supersedes
the letter of intent between the Company and BHN Srl dated February 22, 2013 and such letter of intent is of no further force or
effect. The express terms of this Agreement control and supersede any course of performance and/or usage of the trade inconsistent
with any of the terms of this Agreement.


 


SECTION
19.AMENDMENTS


 


This Agreement may
not be modified or amended other than by an agreement in writing signed by the parties hereto.


 


SECTION
20.GOVERNING LAW


 


THIS AGREEMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES TO THE CONTRARY (BUT WITH REFERENCE TO SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW, WHICH BY ITS TERMS APPLIES TO THIS AGREEMENT).


 


SECTION
21.NO WAIVER; CUMULATIVE REMEDIES.


 


No failure to exercise
and no delay in exercising, on the part of any party hereto, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. No waiver of any
provision hereto shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.


 


SECTION
22.HEADINGS


 


The headings of the
sections of this Agreement have been inserted for convenience of reference only and shall not be deemed part of this Agreement.


 


SECTION
23.COUNTERPARTS


 


This Agreement may
be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature
appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when
one or more counterparts of this Agreement, individually or taken together, shall bear the signatures of all of the parties reflected
hereon as the signatories.






    	- 21 -



    	 



    

 


 


SECTION
24.SEVERABILITY


 


Any provision of this
Agreement that 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.


 


SECTION
25.GENDER


 


Words used herein regardless
of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and
any other gender, masculine, feminine or neuter, as the context requires.


 


SECTION
26.JOINDER


 


Each Subsidiary of
the Company will become a party to this Agreement by executing a Joinder Agreement substantially in the form attached hereto as
Exhibit A.


 


[SIGNATURE
PAGE FOLLOWS]


 












    	- 22 -



    	 



    

 


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


 





	 	Prime Acquisition Corp.
	 	a Cayman Islands company
	 	 	 
	 	 	 
	 	By:	/s/ Diana Liu
	 	 	Name: Diana Liu
	 	 	Title: CEO
	 	 	 
	 	BHN LLC
	 	a New York limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Marco Prete
	 	 	Name: Marco Prete
	 	 	Title: Managing Member







 









    	- 23 -



    	 



    

 


EXHIBIT A

FORM OF JOINDER AGREEMENT


 


Reference is hereby
made to the MANAGEMENT AGREEMENT made as of ____________, 2013 (the “Agreement”) by and among BHN LLC, a New
York limited liability company (together with its permitted assignees, the “Manager”), Prime Acquisition Corp.,
a Cayman Islands company (the “Company”), and each Subsidiary (as defined therein) of the Company that becomes
a party to the Agreement pursuant to Section 27, and shall become effective and binding on the Manager and the Company as of the
Closing (the “Effective Date”).


 


Pursuant to and in
accordance with Section 27 of the Agreement, the undersigned hereby agrees that upon the execution of this Joinder Agreement, it
shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of
the Agreement as though an original party thereto and shall be deemed to be a Subsidiary of the Company for all purposes thereof.


 


Capitalized terms used
herein without definition shall have the meanings ascribed thereto in the Agreement.


 





	 	By:	
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 







 


 


 






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