Exhibit 4.65


 


 





THIS SECURED PROMISSORY NOTE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OF THE SECURITIES LAWS OF ANY STATE. NO SALE
OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER THE ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN APPLICABLE EXEMPTION THEREFROM.


 


10% CONVERTIBLE PROMISSORY NOTE


 





	$680,000.00	As of July 1, 2014







 


FOR VALUE RECEIVED,
Prime Acquisition Corp. a Cayman Islands company (“Maker”) promises to pay to the order of Diana Chia-Huei Liu
(“Payee”), or her permitted assigns, the Principal Sum of Six Hundred and Eighty Thousand Dollars and No Cents ($680,000.00),
the sources of the sum are detailed below in Section A, with interest on the outstanding principal amount at the rate of ten percent
(10.0%) per annum (the “Interest Rate”), in lawful money of the United States of America, on the terms and conditions
described below.


 


A.           Sources of Principal Sum:


 


		i)	Promissory Notes prior to December 31st, 2013, attached below as Appendix A:



 


	 	1. 	05/02/2012 -	$30,000
	 	2. 	11/01/2012 -	$30,000
	 	3. 	02/12/2013 -	$60,000
	 	4. 	03/04/2013 -	$150,000
	 	5. 	05/17/2013 -	$150,000


 


The Promissory Notes were originally made between
Maker and William Yu, currently Director and Interim CEO. On December 26, 2013, these Notes were transferred to Diana Liu, currently
Director and Chairman of Maker with the consent of the Maker. The Consent to Transfer Agreement is attached below as Appendix B.


 


This 10% Convertible Promissory
Note made for reference on July 1, 2014 replaces and supersedes all Promissory Notes listed in Section A subsection a through e
which are hereby cancelled.


 


		ii)	Cash injection into Maker by Payee on or around June 26, 2014;



 


		iii)	Reimbursable expenses incurred by Payee on behalf of Maker prior to December 31st,
2013, such amount has been calculated to be $223,396.76;



 


		iv)	Additional reimbursable expenses incurred by Payee on behalf of Maker from January 1, 2014 to
June 30, 2014, such amount calculated as $6,603.24.



 


 




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B.            Maturity
Date. Unless converted pursuant to Section 5 hereof, the principal amount of this Note and all accrued and unpaid interest
thereon shall be due and payable in full on the date (the “Maturity Date”) that is the earliest to occur of:
(i) the date on which Maker liquidates and winds-up its affairs, or (ii) June 30, 2015.


 


C.            Interest.
This Note shall bear interest on the unpaid principal balance of this Note at the Interest Rate, and shall be computed on the basis
of a 365-day year for the actual number of days elapsed. Interest shall accrue, and be compounded annually, until all amounts owed
under this Note shall be fully repaid, or until converted pursuant to Section 5 hereof.


 


D.            Optional
Pre-Payment. This Note may be pre-paid in whole or in part at any time prior to the Maturity Date without penalty.


 


E.            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.


 


F.            Conversion
Feature. Payee has the option to convert the principal sum and any unpaid interest, either in their entirely or partially,
to common shares of Maker according to the following formula:


 


(i)             The lower of $2.29 per shares; or


 


(ii)            The price per share of the next round of financing.


 


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


 


(a)         Failure
to Make Required Payments. The Company fails to make a payment, when due, of any principal or interest due on this Note, and
such default continues for a period of five (5) days.


 


(b)         Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under the federal bankruptcy code (the “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 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.


 


 




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(d)         Adjustment
of Interest Rate. The interest rate will automatically be adjusted to twenty-four percent (24%) per annum on all unpaid principal
amount.


 


(e)         Conversion
Discount. At the option of the Payee the amount owe can be converted to Common Shares of Maker at a thirty percent (30%) discount
to the then price.


 


H.            Remedies.


 


(a)          Upon
the occurrence of an Event of Default specified in Section 6(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 6(b) and 6(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.


 


I.             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.


 


J.             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.


 


 


 




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K.           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:


 


Diana Liu


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.


 


L.            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,
and Maker shall not unreasonably withheld such consent.


 


M.          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.


 




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N.           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.


 


O.           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.


 


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: George Kaufman                 
	 	Name: George Kaufman
	 	Title: Director


 


 


Acknowledged and Agreed To:


 


 


/s/ Diana Chia-Huei Liu                 


Diana Chia-Huei Liu


 


 




    	5



    	 



    

 


MAY NOW
OR HEREAFTER HAVE TO THE BRINGING OR MAINTAINING OF ANY SUCH ACTRON OR PROCEEDING IN
SUCH JURISDICTION.


 


O.           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.


 


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: George Kaufman                 
	 	Name: George Kaufman
	 	Title: Director


 


 


Acknowledged and Agreed To:


 


 


/s/ Diana Chia-Huei Liu                 


Diana Chia-Huei Liu


 


 


 




    	6



    	 



    

 


APPENDIX A


PROMISSORY NOTES


 


	1. 	05/02/2012 -	$30,000
	2.	11/01/2012 -	$30,000
	3.	02/12/2013 -	$60,000
	4.	03/04/2013 -	$150,000
	5.	05/17/2013 -	$150,000


 


 




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APPENDIX B TRANSFER AGREEMENT


 


 


 





 


 




    	8



    	 



    

 


TRANSFER AGREEMENT


 


This
Transfer Agreement (this "Agreement") is entered into as of December 26, 2013 by and between William Yu (the "Transferor")
and Diana Liu (the "Transferee") regarding the transfer of certain debt obligations of Prime Acquisition Corp. (the "Company").


 


RECITALS


 


WHEREAS,
the Transferor wishes to transfer to the Transferee, and the Transferee wishes to acquire from the Transferor, the debt obligations
of the Company listed on Exhibit A hereto (the "Debt Obligations").


 


NOW,
THEREFORE, the parties hereto, for good and valuable consideration which each party acknowledges the receipt of, hereby agree as
follows:


 


1.             Transfer
of the Debt Obligations.


 


Subject
to receiving the consent of the Company to such transfer, the Transferor hereby transfers to the Transferee the Debt Obligations.
Subject to receiving the consent of the Company to such transfer, the Company is hereby authorized and directed to cancel the Debt
Obligations in the name of the Transferor and reissue them in the name of the Transferee.


 


2.             Representations
and Warranties of the Transferors.


 


The
Transferor represents and warrants that it has full legal capacity and authority to enter into this Agreement and to transfer the
Debt Obligations to the Transferee hereunder, subject to the consent of the Company, and is not bound by any agreement, instrument
or governmental order prohibiting such transfer.


 


3.             Binding Effect.


 


This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors
and assigns.


 


4.             Entire Agreement.


 


This Agreement
constitutes the entire agreement of the parties hereto.


 


5.             Governing
Law.


 


 




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This
Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws principles.


 


6.            Modification.


 


This
Agreement may not be amended or supplemented at any time unless by a writing executed by the parties hereto.


 


7.            Headings.


 


The
headings in this Agreement are solely for convenience or reference and shall not affect its interpretation.


 


8.            Counterparts;
Facsimile.


 


This
Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all
of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile
or other electronic transmission, and any such executed facsimile or electronic copy shall be treated as an original.


 


[The balance of this page
is intentionally left page.]


 


 


 


 


 




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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.


 


	 	Transferor:
	 	 
	 	 
	 	/s/ William Yu            
	 	William Yu


 


 


	 	Transferee:
	 	 
	 	 
	 	/s/ Diana Liu                
	 	Diana Liu


 


 


 


 


 




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CONSENT TO TRANSFER AGREEMENT


 


Prime Acquisition Corp. hereby consents
to the transfer of all of the Debt Obligations (as defined in the Transfer Agreement) by William Yu to Diana Liu pursuant to the
Transfer Agreement dated December 26, 2013.


 


Acknowledged and Consented to:


 


PRIME ACQUISITION CORP.


 


 


By:                                                


Name:


Title:


 


 


 




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Exhibit A


 


Promissory Note in the
aggregate principal amount of $150,000 made by Prime Acquisition Corp. in favor of William Yu dated March 4, 2013


 


Promissory Note in the
aggregate principal amount of $30,000 made by Prime Acquisition Corp. in favor of William Yu dated November 1, 2012


 


Promissory Note in the
aggregate principal amount of $30,000 made by Prime Acquisition Corp. in favor of William Yu dated May 3, 2012


 


Promissory Note in the
aggregate principal amount of $60,000 made by Prime Acquisition Corp. in favor of William Yu dated February 12, 2013


 


Promissory Note in the
aggregate principal amount of $150,000 made by Prime Acquisition Corp. in favor of William Yu dated May 17, 2013


 


Reimbursement of $225,821.54
in expenses paid on behalf of Prime Acquisition Corp. directly by William Yu


 


 


 




    	13



    	 



    

PROMISSORY NOTE


 


	$30,000.00	As of May 03, 2012


 


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 Thirty Thousand Dollars and No Cents ($30,000.00) 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.


 


 


 




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		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.


 


 


 


 




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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


 


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.


 




    	16



    	 



    

 


 


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.


 


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 CON VENIENS, 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:   Member, Board of Directors, 

             Chair, Audit Committee


 


 


Acknowledged and Agreed To:


 


 


/s/ William Yu                               


Wililam Yu


 


 


 


 




    	18



    	 



    

PROMISSORY NOTE


 





	$30,000.00	As of November 1st, 2012







 


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 Thirty Thousand Dollars and No Cents ($30,000.00) 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.


 


 


 




    	19



    	 



    

 


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.


 


 


 


 




    	20



    	 



    

 


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.


 


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.


 




    	21



    	 



    

 


 


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.


 


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]


 


 


 




    	22



    	 



    

 


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


 


 


 




    	23



    	 



    

 


PROMISSORY NOTE


 


	$60,000.00	As of February 12, 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 Sixty Thousand Dollars and No Cents ($60,000.00) 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.


 


 


 




    	24



    	 



    

 


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


 


 


 




    	25



    	 



    

 


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.


 


 




    	26



    	 



    

 


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]


 


 


 




    	27



    	 



    

 


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


 


 




    	28



    	 



    

 


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.


 


 




    	29



    	 



    

 


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.


 


 




    	30



    	 



    

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.


 


 


 




    	31



    	 



    

 


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]


 


 


 




    	32



    	 



    

 


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


 


 


 


 




    	33



    	 



    

 


PROMISSORY NOTE


 


	$150,000.00	As of May 17, 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.


 


 




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		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


 


 







 


 



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