Execution version


 


STOCK PURCHASE AGREEMENT


 


dated


 


July 9, 2013


 


by and among


 


Prime Acquisition Corp., a Cayman Islands
company,


 


as Parent


 


Prime BHN Luxembourg S.àr.l., a Luxembourg
company,


 


as LuxCo


 


BHN LLC, a New York limited liability company


 


as BHN


 


ELLEGI S.r.l., an Italian limited liability
company,


 


as Company,


 


and Bell Real Estate S.r.l. and Stefano
Lanati,


 


as the Sellers,


 


 


 




    	 



    	 



    

 


TABLE OF CONTENTS


 





	ARTICLE I DEFINITIONS	 	1
	 	 	 	 	 	 
	ARTICLE II TERMS AND CONDITIONS OF THE PURCHASE AND
    SALE	 	8
	 	2.1	 	Exchange	 	8
	 	2.2	 	Exchange
    Consideration	 	8
	 	2.3	 	Delivery of the
    Exchange Shares	 	8
	 	2.4	 	Closing	 	8
	 	2.5	 	Board of Directors	 	8
	 	 	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLERS	 	9
	 	 	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT, LUXCO AND BHN	 	9
	 	 	 	 	 	 
	ARTICLE V COVENANTS OF COMPANY AND SELLERS PENDING CLOSING	 	9
	 	5.1	 	Conduct
    of the Business	 	9
	 	5.2	 	Access
    to Information	 	11
	 	5.3	 	Notices
    of Certain Events	 	12
	 	5.4	 	Exclusivity	 	12
	 	5.5	 	Annual
    Financial Statements	 	13
	 	5.6	 	SEC
    Filings	 	13
	 	5.7	 	Financial
    Information	 	13
	 	 	 	 	 	 
	ARTICLE VI COVENANTS OF Company and SELLERS	 	13
	 	6.1	 	Confidentiality	 	13
	 	6.2	 	Injunctive
    Relief	 	14
	 	6.3	 	Best
    Efforts to Obtain Consents	 	14
	 	6.4	 	Financial
    Reporting	 	14
	 	6.5	 	Subsidiaries
    Reorganization	 	14
	 	 	 	 	 	 
	ARTICLE VII COVENANTS OF PARENT, LUXCO and BHN	 	15
	 	7.1	 	Registration
    Statement	 	15
	 	7.2	 	Dividend	 	15
	 	7.3	 	Listing
    on NASDAQ	 	15
	 	7.4	 	Guaranty	 	15
	 	 	 	 	 	 
	ARTICLE VIII COVENANTS OF ALL PARTIES HERETO	 	15
	 	8.1	 	Best
    Efforts; Further Assurances	 	15
	 	8.2	 	Confidentiality
    of Transaction	 	15
	 	8.3	 	Business
    Combination Tender Offer	 	16
	 	 	 	 	 	 
	ARTICLE IX CONDITIONS TO CLOSING	 	16
	 	9.1	 	Condition
    to the Obligations of the Parties	 	16
	 	9.2	 	Conditions
    to Obligations of Parent, LuxCo and BHN	 	16
	 	9.3	 	Conditions
    to Obligations of Sellers and Company	 	18




 






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TABLE OF CONTENTS (CONTINUED)




 








Page


 







	ARTICLE
    X INDEMNIFICATION	19
	 	10.1	 	Indemnification
    of Parent, LuxCo and BHN	 	19
	 	10.2	 	Indemnification
    of Sellers	 	20
	 	10.3	 	Procedure	 	20
	 	10.4	 	Periodic
    Payments	 	22
	 	10.5	 	Right
    of Set Off	 	22
	 	10.6	 	Payment
    of Indemnification	 	22
	 	10.7	 	Insurance	 	23
	 	10.8	 	Survival
    of Indemnification Rights	 	23
	 	 	 	 	 	 
	ARTICLE
    XI DISPUTE RESOLUTION	23
	 	11.1	 	Arbitration	 	23
	 	11.2	 	Waiver
    of Jury Trial; Exemplary Damages	 	25
	 	11.3	 	Attorneys’
    Fees	 	25
	 	 	 	 	 	 
	ARTICLE
    XII TERMINATION	25
	 	12.1	 	Termination
    Without Default; Expenses	 	25
	 	12.2	 	Termination
    Upon Default	 	26
	 	12.3	 	Survival	 	26
	 	 	 	 	 	 
	ARTICLE
    XIII MISCELLANEOUS	27
	 	13.1	 	Notices	 	27
	 	13.2	 	Amendments;
    No Waivers; Remedies	 	28
	 	13.3	 	Arms’
    Length Bargaining; no Presumption Against Drafter	 	29
	 	13.4	 	Publicity	 	29
	 	13.5	 	Expenses	 	29
	 	13.6	 	No
    Assignment or Delegation	 	29
	 	13.7	 	Governing
    Law	 	29
	 	13.8	 	Counterparts;
    Facsimile Signatures	 	29
	 	13.9	 	Entire
    Agreement	 	30
	 	13.10	 	Severability	 	30
	 	13.11	 	Construction
    of Certain Terms and References; Captions	 	30
	 	13.12	 	Further
    Assurances	 	31
	 	13.13	 	Third
    Party Beneficiaries	 	31
	 	13.14	 	Waiver	 	31







 




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STOCK PURCHASE AGREEMENT


 


This STOCK PURCHASE AGREEMENT
(the “Agreement”), dated as of July 9, 2013, by and among Prime Acquisition Corp., a Cayman Islands company
(“Parent”), Prime BHN Luxembourg S.àr.l., a Luxembourg company and wholly-owned subsidiary of Parent
(“LuxCo”), BHN LLC, a New York limited liability company (“BHN”), ELLEGI S.r.l., an Italian
limited liability company (the “Company”), Bell Real Estate S.r.l. and Stefano Lanati (“Sellers”).


 


WITNESSETH:


 


		A.	Parent was created specifically to acquire a target business within a set timeframe. Parent concluded
its initial public offering on March 25th, 2011. It raised $36 million from investors and a private placement from its
founders of about $1.6388 million;



 


		B.	In order to exploit certain investment opportunities in southern Europe, Parent has recently incorporated
LuxCo to serve as European investment platform to, among other things, invest in real estate assets located in southern Europe
from several Sellers listed on Schedule I; and



 


		C.	The Sellers presently owns all of the issued and outstanding Units of the Company;



 


		D.	The Company is the sole owner of the real properties and/or the lessees under the financial lease
agreements (a copy of which is attached as Exhibit A) relating to the real properties described in Exhibit B hereto.



 


The parties
accordingly agree as follows:


 


ARTICLE
I

DEFINITIONS


 


The following terms, as used herein, have
the following meanings:


 


1.1“2012
Period” is defined in Section 3.17 of Exhibit 3.


 


1.2“Action”
means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for Taxes or
otherwise.


 


1.3“Additional
Agreements” means the Voting Agreement, the Registration Rights Agreement, the Transaction Value Agreement, the Escrow Agreement,
the Pledge Agreement, the Stockholders Agreement, and the Deed.


 


1.4“Additional
Parent SEC Documents” is defined in Section 4.11 of Exhibit 4.


 



    	 



    	 



    




1.5“Affiliate”
means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control
with such Person.


 


1.6“Arbitrator”
is defined in Section 11.1(a).


 


1.7“Authority”
means any governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitrator,
or any public, private or industry regulatory authority, whether international, national, Federal, state, or local.


 


1.8“Basket”
is defined in Section 10.1.


 


1.9“BHN”
is defined in the Preamble.


 


1.10“BHN
Termination Fee” is defined in Section 7.5.


 


1.11“Books
and Records” means all books and records, ledgers, employee records, customer lists, files, correspondence, and other records
of every kind (whether written, electronic, or otherwise embodied) owned or used by a Person or in which a Person’s assets,
the Business or its transactions are otherwise reflected, other than stock books and minute books.


 


1.12“Business
Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York,
U.S.A. or Milan, Italy are authorized to close for business.


 


1.13“Business”
means the Real Property, contracts, liabilities and assets relating to the Real Property, as identified in Exhibits A and B.


 


1.14“Change
in Cash” means a number equal to the Company’s cash and cash equivalents on the date that is three Business Days prior
to the Closing Date, minus the Company’s cash and cash equivalents on date hereof, each calculated in accordance with IFRS.


 


1.15“Closing
Date” is defined in Section 2.4.


 


1.16“Closing”
is defined in Section 2.4.


 


1.17“Company”
is defined in the Recitals.


 


1.18“Contract
Subject to Consent” has the meaning provided in Section 3.6 of Exhibit 3.


 


1.19“Contracts”
means the Leases, the loan agreements and all contracts, agreements, leases (including equipment leases, car leases and capital
leases), licenses, commitments, client contracts, statements of work (SOWs), sales and purchase orders and similar instruments,
oral or written relating to the Business, to which the Company is a party or by which any of the Real Property is bound, including
any agreement entered into by the Company in compliance with Section 5.1 after the signing hereof and prior to the Closing, and
all rights and benefits thereunder, including all rights and benefits thereunder with respect to all cash and other property of
third parties under the Sellers’ or the Company’s dominion or control.


 



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1.20“Control”
of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling”
and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (“Controlled
Person”) shall be deemed Controlled by (a) any other Person (“10% Owner”) (i) owning beneficially, as meant in
Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more of the votes for election of directors
or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive 10% or more of the profits,
losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner),
manager, or member (other than a member having no management authority that is not a 10% Owner ) of the Controlled Person; or (c)
a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law
of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate
of the Controlled Person is a trustee.


 


1.21“Deed”
means that certain notarized deed pursuant to which the Units are transferred (subject to the provisions of the Pledge Agreement)
from Sellers to Parent and LuxCo pursuant to Italian Laws.


 


1.22“Enterprise
Value” means EUR 5.136.000,00.


 


1.23“Environmental
Laws” is defined in Section 3.25 of Exhibit 3.


 


1.24“Escrow
Agreement”, means that certain escrow agreement by and among Parent, Luxco, Sellers and Escrow Agent (as defined therein).


 


1.25“Exchange
Shares” is defined in Section 2.2.


 


1.26“Excluded
Persons” is defined in Section 5.4.


 


1.27“Exchange
Rate” means the average exchange rate at which Euros may be exchanged into US Dollars for the 20 days preceding the third
Business Day prior to the Closing Date, as set forth on the Reuters world currency webpage.


 


1.28“Fair
Market Value” means, with respect to shares of Parent’s Common Stock:


 


(1) if Parent’s
Common Stock is traded on a national securities exchange, the Fair Market Value shall be deemed to be the closing price on the
trading day prior to any applicable date; or


 


(2) if Parent’s
Common Stock is traded over-the-counter, the Fair Market Value shall be deemed to be the last sales price on the trading day prior
to any applicable date; or


 



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(3) if neither
(1) nor (2) is applicable, the Fair Market Value of Parent’s Common Stock shall be at the commercially reasonable price per
share which the Company could obtain from a willing third-party buyer for shares of Parent’s Common Stock sold by the Company,
from authorized but unissued shares, as determined in good faith by the Parent’s board of directors.


 


1.29“Financial
Statements” is defined in Section 3.7(a) of Exhibit 3.


 


1.30“Guarantees”
means the guarantees by Sellers or Sellers’ Affiliates securing repayment of the Company’s Indebtedness, a list of
which is set forth in Schedule 3.7.


 


1.31“Hazardous
Material” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral
or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of similar
import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials
or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, and polychlorinated biphenyls.


 


1.32“IFRS”
means the International Financial Reporting Standards.


 


1.33“Indebtedness”
means with respect to any Person, (a) all obligations of such Person for borrowed money, or with respect to deposits or advances
of any kind (including amounts by reason of overdrafts and amounts owed by reason of letter of credit reimbursement agreements)
including with respect thereto, all interests, fees and costs, (b) all obligations of such Person evidenced by bonds, debentures,
notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating
to property purchased by such Person, (d) all obligations of such Person issued or assumed as the deferred purchase price of property
or services (other than accounts payable to creditors for goods and services incurred in the ordinary course of business), (e)
all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any lien or security interest on property owned or acquired by such Person, whether or not the obligations secured
thereby have been assumed, (f) all obligations of such Person under leases required to be accounted for as capital leases under
IFRS, (g) all guarantees by such Person and (h) any agreement to incur any of the same.


 


1.34“Indemnifiable
Loss Limit” is defined in Section 10.1.


 


1.35“Indemnification
Notice” is defined in Section 10.3.


 


1.36“Indemnified
Party” is defined in Section 10.3.


 


1.37“Indemnifying
Parties” is defined in Section 10.3.


 


1.38“Law”
means any domestic or foreign, Federal, state, municipality or local law, statute, ordinance, code, rule, or regulation or common
law.


 



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1.39“Leases”
means the leases with respect to the Real Property space leased by Company as set forth on Schedule 3.12 attached hereto, together
with all fixtures and improvements erected on the premises leased thereby.


 


1.40“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of
such asset, and any conditional sale or voting agreement or proxy, including any agreement to give any of the foregoing.


 


1.41“Liabilities”
means any Company’s liabilities, obligations or commitments of any nature whatsoever, accrued or unaccrued, matured or unmatured
or otherwise, as they would be adequately reflected or reserved against in accordance with IFRS, as of the date that is three Business
Days prior to the Closing Date.


 


1.42“Loss(es)”
is defined in Section 10.1.


 


1.43“LuxCo
Indemnitees” is defined in Section 10.1.


 


1.44“LuxCo”
is defined in the Preamble.


 


1.45“Material
Adverse Change” and “Material Adverse Effect” mean, with respect to the parties hereto, any change, event or
effect that individually or when taken together with all other changes, events and effects (financial or otherwise) that have occurred
prior to the date of determination, is or is reasonably likely to be material and adverse to the operations, assets, liabilities,
business or financial condition of the parties hereto or the Company’s Property owned thereby; provided, however, without
prejudicing whether any other matter qualifies as a Material Adverse Change, any matter involving a loss or payment in excess of
$1,500,000 by the parties hereto shall constitute a Material Adverse Change with respect to the parties hereto, per se.


 


1.46“Maximum
Tender Condition” is defined in Section (a) of Exhibit 8.


 


1.47“Money
Laundering Laws” is defined in Section 3.30 of Exhibit 3.


 


1.48“OFAC”
is defined in Section 3.31 of Exhibit 3.


 


1.49“Offer
to Purchase” is defined in Section (c) of Exhibit 8.


 


1.50“Order”
means any decree, order, judgment, writ, award, injunction, rule or consent of or by an Authority.


 


1.51“Outside
Closing Date” is defined in Section 12.1(a).


 


1.52“Parent
Common Stock” means the common stock, $0.001 par value per share, of Parent.


 


1.53“Parent”
is defined in the Recitals.


 


1.54“Permits”
is defined in Section 3.14 of Exhibit 3.


 



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1.55“Permitted
Liens” means (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of
title insurance which have been made available to LuxCo; (ii) mechanics’, carriers’, workers’, repairers’
and similar Liens arising or incurred in the ordinary course of business that are not material to the Business operations and financial
condition of the Company so encumbered and that are not resulting from a breach, default or violation by Sellers or the Company
of any Contract or Law to the extent applicable to the relevant assets; (iii) zoning, entitlement and other land use and environmental
regulations by any Authority, provided that such regulations have not been violated, and (iv) the mortgages, or comparable security
interests over the Business’ real estate assets, pursuant to Italian laws, listed on Schedule II.


 


1.56“Person”
means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),
limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or
political subdivision thereof, or an agency or instrumentality thereof.


 


1.57“Pledge
Agreement” means that certain notarized agreement by and among Parent, LuxCo and Company pursuant to which the Units are
being pledged in favor of the Sellers in pursuance to Italian laws, in the form of Exhibit C hereto;


 


1.58“Pre-Closing
Period” means any period that ends on or before the Closing Date, or with respect to a period that includes but does not
end on the Closing Date, the portion of such period through and including the day of the Closing.


 


1.59“Prospectus”
is defined in Section 13.5.


 


1.60“Purchaser
of Going Concern” is defined in Section 6.5.


 


1.61“Real
Property Investigation Period” means the period ending on 9:00 a.m. Central European Time (CET) on July 23, 2013.


 


1.62“Real
Property” means, collectively, all real properties and interests therein (including the right to use pursuant to financial
lease agreements), together with all buildings, fixtures, trade fixtures, plant and other improvements located thereon or attached
thereto; all rights arising out of use thereof (including air, water, oil and mineral rights); and all subleases, franchises, licenses,
permits, easements and rights-of-way which are appurtenant thereto.


 


1.63“Registration
Rights Agreement” means the agreement in substantially the same form and substance as that certain registration rights agreement
entered into in connection with Parent’s initial public offering pursuant to its prospectus, dated March 24, 2011, which
was consummated on March 30, 2011, modified as necessary to provide for Sellers’ registration rights as provided in this
Agreement and the Transaction Value Agreement.


 


1.64“Restrictive
Covenants” is defined in Section 6.2.


 


1.65“SEC”
means the Securities and Exchange Commission.


 



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1.66“Sellers
Indemnitees” is defined in Section 10.2.


 


1.67“Sellers”
is defined in the Recitals.


 


1.68“Stock
Certificate” is defined in Section 2.2.


 


1.69“Stockholders
Agreement” means that certain stockholders agreement by and among Parent, LuxCo and Sellers pursuant to which the Company
shall not take, without Sellers’ prior written consent, the actions listed in Exhibit F hereto.


 


1.70“Tangible
Assets” means all tangible personal property and interests therein, including machinery, computers and accessories, furniture,
office equipment, communications equipment, vehicles, automobiles, trucks, forklifts and other vehicles owned/leased by the Company
as it relates to the Business and other tangible property other than the Real Property, including the items listed on Schedule
3.15.


 


1.71“Tax
Return” means any return, information return, declaration, claim for refund or credit, report or any similar statement, and
any amendment thereto, including any attached schedule and supporting information, whether on a separate, consolidated, combined,
unitary or other basis, that is filed or required to be filed with any Taxing Authority in connection with the determination, assessment,
collection or payment of a Tax or the administration of any Law relating to any Tax.


 


1.72“Tax(es)”
means any tax and duty required by law to be paid and imposed by any national or local taxing authorities, including income tax,
property tax, capital gain tax, value added tax, stamp duty and registration and similar taxes and Taxes shall be construed accordingly.


 


1.73“Taxing
Authority” means any government, state, region or municipality or any governmental, state, social or other fiscal, revenue,
customs or excise authority, body or official or other authority competent to impose, assess or collect any liability relating
to Taxes.


 


1.74“Third-Party
Claim” is defined in Section 10.3.


 


1.75“Transaction
Value Agreement” means that certain transaction value agreement by and between Parent, LuxCo and Sellers, in the form of
Exhibit D hereto;


 


1.76“Trust
Account” has the meaning provided in Section 13.14.


 


1.77“Units”
means all of the outstanding units, or “quota”, of the Company.


 


1.78“Voting
Agreement” is defined in Section 2.5.






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ARTICLE
II

TERMS AND CONDITIONS OF THE PURCHASE AND SALE


 


2.1Exchange.
Upon the terms and subject to the conditions of this Agreement, at the Closing, Parent shall acquire from Sellers and Sellers shall
convey, transfer, assign and deliver to Parent the Units, free and clear of all Liens. Immediately subsequent to the Closing, Parent
shall transfer the Units to LuxCo, in exchange for shares of LuxCo.


 


2.2Exchange
Consideration.The consideration for the Units shall be represented by stock certificates (the “Stock Certificates”)
representing a number of shares of Parent’s Common Stock (the “Exchange Shares”) equal to:(a) the Enterprise
Value, plus the Change in Cash, minus Liabilities, multiplied by (b) the Exchange Rate, divided by (c) 10.


 


2.3Delivery
of the Exchange Shares. The Stock Certificates representing the Exchange Shares shall be delivered by Parent (which, at Parent’s
convenience, may be delivered within 3 Business Days after the Closing Date) to the Sellers at their respective addresses for notices
in accordance with Section 13.1. The Stock Certificates shall bear the legend set forth on Schedule 2.3. No certificates or scrip
representing fractional shares of the Exchange Shares will be issued, and such fractional share interests will not entitle the
owner thereof to vote or to any rights of a stockholder of Parent. Any fractional shares will be rounded to the nearest whole share.


 


2.4Closing.
Subject to the terms and conditions of this Agreement, the closing of the purchase and sale of the Units (the “Closing”)
shall take place no later than 2 Business Days after the last of the conditions to Closing set forth in Article IX have been satisfied
or waived (the date and time at which the Closing is actually held being the “Closing Date”). At the Closing:


 


(a)Parent shall deliver
an irrevocable instruction to its transfer agent relating to the issuance of the Exchange Shares in accordance with Section 2.3.


 


(b)Sellers and Parent
shall execute the Deed and the Pledge Agreement before an Italian Notary Public.


 


(c)Parent shall transfer
the Units to LuxCo.


 


2.5Board
of Directors. Immediately after the Closing, Parent’s board of directors will consist of seven (7) directors. BHN shall
designate six (6) persons to the Parent’s board of directors, of which three (3) designees shall qualify as an independent
director under the Exchange Act, and the rules of any applicable securities exchange, who are expected to initially be (a) Martin
Major, (b) Mark Horan, and (c) Marco De Franceschini. Parent shall designate one (1) person to the Parent’s board of directors
to serve for one (1) year from the Closing, who shall initially be William Yu. The parties to this Agreement shall enter into a
voting agreement in form and substance satisfactory to the parties thereof relating to nominations to the Parent’s board
of directors in accordance with this Section 2.5 (the “Voting Agreement”).






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ARTICLE
III

REPRESENTATIONS AND WARRANTIES OF

THE COMPANY AND SELLERS


 


Except as set forth
in the corresponding section of the disclosure schedules referred to in Exhibit 3, each of Company and Sellers, jointly and severally,
hereby represents and warrants to Parent and LuxCo that each of the representations and warranties set forth in Exhibit 3, is true,
correct and complete as of the date of this Agreement and as of the Closing Date, provided that Sellers shall deliver to Parent
and LuxCo the Schedules referred to in Exhibit 3 as soon as they are available after the date hereof, subject to subsequent updates
and modifications, but in no event later than July 23, 2013.


 


ARTICLE
IV

REPRESENTATIONS AND WARRANTIES OF PARENT, LUXCO AND BHN


 


Except as set forth in
the corresponding section of the disclosure schedules delivered to Company and Sellers concurrently herewith, each of Parent, LuxCo
and BHN, jointly and severally, hereby represents and warrants to Company and Sellers that each of the representations and warranties
set forth in Exhibit 4 is true, correct and complete as of the date of this Agreement and as of the Closing Date.


 


ARTICLE
V

COVENANTS OF COMPANY AND SELLERS PENDING CLOSING


 


Company and Sellers covenant
and agree that:


 


5.1Conduct
of the Business.


 


(a)From
the date hereof through the Closing Date, Company shall conduct the Business only in the ordinary course, consistent with past
practices, and shall not enter into any material transactions without the prior written consent of LuxCo, and shall use its best
efforts to preserve intact the business relationships with employees, clients, suppliers, tenants, financing banks and other third
parties. Without limiting the generality of the foregoing, from the date hereof until and including the Closing Date, without LuxCo’s
prior written consent, with respect to the Business, Company shall not:


 


(i)amend,
waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any Contract, or
any other right or asset of Company;


 


(ii)modify,
amend or enter into any contract, deed, agreement, lease, license or commitment, which (A) is with respect to Real Property, (B)
extends for a term of one year or more or (C) obligates the payment of more than $150,000 (individually or in the aggregate);


 


(iii)make
any capital expenditures in excess of $150,000 (individually or in the aggregate);


 



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(iv)except
for the sale of 100% of its equity interest in the building located at via Palermo no. 10, Buccinasco (Milan), sell, lease, license
or otherwise dispose of any of Company’s assets, including without limitation the Real Property, or assets covered by any
Contract except (i) pursuant to existing contracts or commitments disclosed herein and (ii) in the ordinary course of business
consistent with past practice;


 


(v)pay,
declare or promise to pay any dividends or other distributions with respect to its capital stock, or pay, declare or promise to
pay any other payments to the Sellers or any Affiliate of Company;


 


(vi)authorize
any salary increase of more than 10% for any employee making an annual salary of greater than $50,000 or in excess of $80,000 in
the aggregate on an annual basis or change the bonus or profit sharing policies of the Company.


 


(vii)obtain
or incur any loan or other Indebtedness, including drawings under the Company’s existing lines of credit;


 


(viii)suffer
or incur any Lien on any of the Company’s assets, including without limitation the Real Property, except for Permitted Liens;


 


(ix)suffer
any damage, destruction or loss of property related to any of Company’s assets, including without limitation Real Property,
whether or not covered by insurance;


 


(x)delay,
accelerate or cancel any receivables or Indebtedness owed to Company;


 


(xi)allow
Company to be acquired by any other Person;


 


(xii)suffer
any insurance policy protecting any of the Company’s assets, including without limitation the Real Property, to lapse; or


 


(xiii)make
any change in its accounting principles or methods or write down the value of any Inventory or assets, including without limitation
the Real Property;


 


(xiv)extend
any loans other than travel or other expense advances to employees in the ordinary course of business not to exceed $8,000 individually
or $50,000 in the aggregate;


 


(xv)effect
or agree to any change in any practices or terms, including payment terms, with respect to customers, suppliers or tenants;


 


(xvi)hire
any employees, consultants or advisors;


 


(xvii)make
or change any material Tax election or change any annual Tax accounting periods; or


 



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(xviii)agree
to do any of the foregoing.


 


(b)Sellers
and Company shall not (i) take or agree to take any action that might make any representation or warranty of Company hereunder
inaccurate or misleading in any respect at, or as of any time prior to, the Closing Date or (ii) omit to take, or agree to omit
to take, any action necessary to prevent any such representation or warranty from being inaccurate or misleading in any respect
at any such time.


 


5.2Access
to Information.


 


(a)From
the date hereof until and including the Closing Date, Company shall (a) continue to give LuxCo and Parent and their legal counsel
and other representatives full access to the offices and properties of the Business, (b) furnish to LuxCo and Parent, their legal
counsel and other representatives such information relating to the Business as such Persons may request and (c) cause the employees,
legal counsel, accountants and representatives of Company to cooperate with LuxCo and Parent in their investigation of the Business;
provided that no investigation pursuant to this Section (or any investigation prior to the date hereof) shall affect any representation
or warranty given by Company; provided, that such access shall be in a manner that does not interfere with the normal business
operations of the Company.


 


(b)If requested
by LuxCo or Parent, Company shall arrange for representatives of LuxCo or Parent to meet with or speak to the representatives of
the lessees of the Real Property.


 


(c)LuxCo
or Parent may, promptly after it executes this Agreement and continuing through the Real Property Investigation Period, at their
discretion, order a title search (or comparable search) with the appropriate cadastral offices and land registries (or comparable
register offices), and conduct such investigations of the Real Property as LuxCo or Parent deem necessary to evaluate the Real
Property, including, without limitation, deeds, leases, contracts, engineering, licenses, permits, approvals, physical inspections
and all other reasonable information and matters which LuxCo or Parent deem advisable, provided, that such investigation shall
be conducted in a manner that does not interfere with the normal business operations of the Company or Company’s tenants.
LuxCo and Parent shall have the right to enter upon and pass through the Real Property during normal business hours to physically
inspect the same at such times and in such manners as reasonably requested by Parent or LuxCo. Company shall reasonably cooperate
with LuxCo and Parent in connection with LuxCo’s and Parent’s reviews and investigations of the Real Property, including
by giving LuxCo and Parent reasonable access to the Real Property and making available to LuxCo and Parent copies of all files,
documentation, plans, specifications, Records, Books, leases and other materials relating to the Real Property in the possession
or within the control of Company for the purpose of conducting such investigations.


 



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5.3Notices
of Certain Events. Company shall promptly notify LuxCo of:


 


(a)any
notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be
required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement
might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges
of Company (or LuxCo or Parent, Post-Closing) to any such Person or create any Lien on any of the Business’ assets, including
without limitation the Real Property;


 


(b)any
notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional
Agreements;


 


(c)any
Actions commenced or threatened against, relating to or involving or otherwise affecting Company or any of the Business’
assets, including without limitation the Real Property, or that relate to the consummation of the transactions contemplated by
this Agreement or the Additional Agreements;


 


(d)the
occurrence of any fact or circumstance which constitutes or results, or could be expected to constitute or result in a Material
Adverse Change; and


 


(e)the
occurrence of any fact or circumstance which constitutes or results, or could be expected to constitute or result in any representation
made hereunder by Company to be false or misleading in any respect or to omit or fail to state a material fact.


 


5.4Exclusivity.
Except as set forth under Section 5.1(a)(iv), neither Company nor anyone acting on its behalf is currently involved, directly or
indirectly, in any activity which is intended to, nor for so long as this Agreement is in effect, shall Company or anyone acting
on its behalf directly or indirectly, (a) encourage, solicit, initiate or participate in discussions or negotiations with, or provide
any information to or cooperate in any manner with any Person, other than Parent, LuxCo, BHN or their Affiliates (collectively
“Excluded Persons”), or an officer, partner, employee or other representative of an Excluded Person, concerning the
sale of all or any part of the Business (other than in the ordinary course of business), whether such transaction takes the form
of a sale of stock, assets, merger, consolidation, or issuance of debt securities or making of a loan or otherwise or any joint
venture or partnership or (b) otherwise solicit, initiate or encourage the submission (or attempt to submit) of any inquiry or
proposal contemplating the sale of all or any part of the Business, or (c) consummate any such transaction or accept any offer
or agree to engage in any such transaction. Company shall promptly (within 24 hours) communicate to LuxCo or Parent the terms of
any proposal, contract or sale which it may receive in respect of any of the foregoing and respond to any such communication in
a manner reasonably acceptable to LuxCo or Parent. The notice of Company under this Section 5.4 shall include the identity of the
person making such proposal or offer, copies (if written) or a written description of the terms (if oral) thereof and any other
such information with respect thereto as LuxCo or Parent may reasonably request.


 



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5.5Annual
Financial Statements. From the date hereof through the Closing Date, within thirty (30) calendar days following the end of
each calendar month, Company shall deliver to Parent or LuxCo an unaudited summary of its earnings and an unaudited balance sheet
for the period from December 31, 2012 through the end of such calendar month and the applicable comparative period in the preceding
fiscal year, in each case accompanied by a certificate of the Chief Financial Officer, or comparable authorized officer of Company,
to the effect that all such financial statements fairly present the financial position and results of operations of the Company
as of the date or for the periods indicated, in accordance with IFRS, except as otherwise indicated in such statements and subject
to year-end audit adjustments. Such certificate shall also state that except as noted, from the December 31, 2012 through the end
of the previous month there has been no Material Adverse Effect. Company shall also promptly deliver to Parent or LuxCo copies
of any audited financial statements of Company that Company’s certified public accountants may issue.


 


5.6SEC
Filings.


 


(a)Company
acknowledges that:


 


(i)Parent
will be required to file Annual Reports on Form 20-F that may be required to contain information about the transactions contemplated
by this Agreement; and


 


(ii)Parent
will be required to file Reports of Foreign Private Issuer on Form 6-K to announce the transactions contemplated hereby and other
significant events that may occur in connection with such transactions.


 


(b)In connection
with any filing Parent makes with the SEC that requires information about the transactions contemplated by this Agreement to be
included, Company and Sellers shall, in connection with the disclosure included in any such filing or the responses provided to
the SEC in connection with the SEC’s comments to a filing (i) cooperate with LuxCo and Parent, (ii) respond to questions
about Company or Sellers required in any filing or requested by the SEC, and (iii) provide any information requested by Parent
or Parent’s representatives in connection with any filing with the SEC.


 


5.7Financial
Information. Company shall provide additional financial information requested by the Parent for inclusion in any filings to
be made by Parent with the SEC. If requested by LuxCo, such information must be reviewed or audited by the auditors of Company.


 


ARTICLE
VI

COVENANTS OF Company and SELLERS


 


Company and Sellers covenant
and agree that:


 


6.1Confidentiality.
Except as otherwise required by law, prior to and after the Closing, Company shall not, without the prior written consent of LuxCo,
or a person authorized thereby, disclose to any other Person or use (whether for the account of Company or any other party) any
confidential information or proprietary work product of LuxCo or Parent. In the event Company or any Seller believes that it is
required to disclose any such confidential information pursuant to applicable Laws, Company or any Seller shall give timely written
notice to LuxCo or Parent so that LuxCo or Parent may have an opportunity to obtain a protective order or other appropriate relief.
Company and Sellers shall cooperate fully in any such action by LuxCo or Parent.


 



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6.2Injunctive
Relief. If Company or any Seller breaches, or threatens to commit a breach of, any of the covenants set forth in Sections 5.2,
5.5, 6.1, 8.2 or 13.4 (the “Restrictive Covenants”), LuxCo shall have the following rights and remedies, which shall
be in addition to, and not in lieu of, any other rights and remedies available to LuxCo by agreement (including those set forth
in Section 11.1 hereof), under law or in equity:


 


(a)The
right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction, all without the
need to post a bond or any other security or to prove any amount of actual damage or that money damages would not provide an adequate
remedy, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to LuxCo and that
monetary damages will not provide adequate remedy to LuxCo; and


 


(b)The
right and remedy to require Company and Sellers, (i) to account for and pay over to LuxCo all compensation, profits, monies, accruals,
increments or other benefits derived or received by Sellers or Company or any associated party as the result of any such breach;
and (ii) to indemnify LuxCo against any other losses, damages (including special and consequential damages), costs and expenses,
including actual attorneys’ fees and court costs, which may be incurred by it and which result from or arise out of any such
breach or threatened breach.


 


6.3Best
Efforts to Obtain Consents. Sellers and Company shall use their best efforts to obtain the consents of each counterparty under
the Contracts Subject to Consent as promptly as practicable hereafter.


 


6.4Financial
Reporting. As soon as available, but in any event no later than July 23, 2013, the Sellers and the Company shall deliver to
Parent or LuxCo a copy of the annual audit report for the Financial Statements including a copy of the audited consolidated balance
sheet of Company as at the end of such years, and the related audited consolidated statements of income and of cash flows for such
years, setting forth in each case in comparative form the figures for the previous years. The opinion as to such audit report of
BDO S.p.A., or other independent certified public accountants registered with the Public Company Accounting Oversight Board, shall
not contain a “going concern” or similar qualification or exception, or qualification arising out of the scope of the
audit.


 


6.5Subsidiaries
Reorganization. As soon as practicable, but in any event no later than July 23, 2013, the Sellers and the Company shall complete
the reorganization of the Company by means of which a business currently operated by the Company will be sold by it to a third
party. After such reorganization, the Company’s structure will be as set forth on Exhibit 6.5 attached hereto. Parent and
LuxCo acknowledge that the purchaser of the going concern (the “Purchaser of Going Concern”) shall not have any debts
or obligations to the Company and the Company will have no debts or obligations towards the Purchaser of the Going Concern.






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ARTICLE
VII

COVENANTS OF PARENT, LUXCO and BHN


 


7.1Registration
Statement. Parent, LuxCo and BHN jointly and severally covenant and agree that from and after the Closing, Parent shall effect
the registration of the Exchange Shares in accordance with the provisions of and its obligations under the Registration Rights
Agreement. The registration statement to be filed by Parent pursuant to the Registration Rights Agreement will be prepared by Loeb
& Loeb LLP.


 


7.2Dividend.
Parent and BHN covenant and agree that as soon as practicable after the Closing, Parent shall pay an annualized dividend of $0.50
per share of Parent Common Stock, the payment date of which will be announced and approved by the then Parent’s board of
directors, provided funds are legally available therefor.


 


7.3Listing
on NASDAQ. Parent covenants and agrees that it shall use its reasonable best efforts to ensure that Parent’s shares shall
continue to be listed on NASDAQ.


 


7.4Guaranty.
Within 24 from the Closing Date, Parent shall provide Sellers with a guaranty in substantially the same form of those certain guarantees
Sellers has executed in favor of the lenders with respect to the Real Property assets identified in Exhibits A and B.


 


ARTICLE
VIII

COVENANTS OF ALL PARTIES HERETO


 


The parties hereto covenant
and agree that:


 


8.1Best
Efforts; Further Assurances. Subject to the terms and conditions of this Agreement, each party shall use its best efforts to
take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws,
and, in the case of Company and Sellers, as reasonably requested by LuxCo or Parent, to consummate and implement expeditiously
each of the transactions contemplated by this Agreement. The parties hereto shall execute and deliver such other documents, certificates,
agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement
expeditiously each of the transactions contemplated by this Agreement in order to transfer all of the Units to LuxCo and to vest
in LuxCo good, valid and marketable title to the Business, free and clear of all Liens.


 


8.2Confidentiality
of Transaction. Any information (except publicly available or freely usable material obtained from another source) respecting
any party or its Affiliates will be kept in strict confidence by all other parties to this Agreement and their agents. Except as
required by Law, neither the Company, Sellers, nor any of their Affiliates, directors, officers, employees or agents will disclose
the terms of the transactions contemplated hereunder or by any Additional Agreement at any time, currently, or on or after the
Closing, regardless of whether the Closing takes place, except as required by Law or as necessary to their attorneys, accountants
and professional advisors, in which instance such Persons shall be advised of the confidential nature of the terms of the transaction
and shall themselves be required to keep such information confidential. Except as required by Law, each party shall retain all
information obtained from the other and their legal counsel on a confidential basis except as necessary to their attorneys, accountants
and professional advisors, in which instance such persons and any employees or agents of such party shall be advised of the confidential
nature of the terms of the transaction and shall themselves be required by such party to keep such information confidential.


 



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8.3Business
Combination Tender Offer.


 


The parties hereto
covenant and agree to comply with the business combination tender offer covenants set forth in Exhibit 8.


 


ARTICLE
IX

CONDITIONS TO CLOSING


 


9.1Condition
to the Obligations of the Parties. The obligations of all of the parties to consummate the Closing are subject to the satisfaction
of all the following conditions: (a) no provision of any applicable Law, and no Order shall prohibit or impose any condition on
the consummation of the Closing, (b) there shall not be pending any Action brought by a third-party non-Affiliate to enjoin or
otherwise restrict the consummation of the Closing, and (c) the Business Combination Tender Offer shall have been completed
and Parent shall have accepted the shares of Parent Common Stock validly tendered and not validly withdrawn pursuant to the Tender
Offer and no more than a number of shares of the Parent Common Stock equal to eighty-three percent (83%) of the IPO Shares as defined
in the Parent’s Amended and Restated Memorandum and Article of Association shall have been validly tendered and not validly
withdrawn prior to the expiration of the Business Combination Tender Offer.


 


9.2Conditions
to Obligations of Parent, LuxCo and BHN. The obligation of Parent LuxCo, and BHN to consummate the Closing is subject to the
satisfaction, or the waiver at Parent, LuxCo and BHN’s sole and absolute discretion, of all the following further conditions:


 


(a)Company
and Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at
or prior to the Closing Date.


 


(b)All
of the representations and warranties of Company and Sellers contained in this Agreement, the Additional Agreements and in any
certificate or other writing delivered by Company and Sellers pursuant hereto, disregarding all qualifications and exceptions contained
therein relating to materiality or Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true,
correct and complete at and as of the date of this Agreement, or, (ii) if otherwise specified, when made or when deemed to have
been made, and (iii) shall be true, correct and complete as of the Closing Date, in the case as (i) and (ii) with only such exceptions
as could not in the aggregate reasonably be expected to have a Material Adverse Effect.


 






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(c)There
shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could
reasonably be expected to have a Material Adverse Change or a Material Adverse Effect, regardless of whether it involved a known
risk.


 


(d)Parent
or LuxCo shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer or comparable title
of Company to the effect set forth in clauses (a) through (c) of this Section 9.2.


 


(e)Parent
or LuxCo shall have received letters of resignation of the directors and auditors of the Company, confirming that such persons
have no claims against the Company.


 


(f)Parent
or LuxCo shall have received audited consolidated financial statements of Company.


 


(g)No court,
arbitrator or other Authority shall have issued any judgment, injunction, decree or order, or have pending before it a proceeding
for the issuance of any thereof, and there shall not be any provision of any applicable Law restraining or prohibiting the consummation
of the Closing, the ownership by LuxCo of Company or the effective operation of the Business by LuxCo after the Closing Date.


 


(h)Parent
and LuxCo shall have received all documents they may request relating to the existence of Company and the authority of Company
and Sellers to enter into and perform under this Agreement, all in form and substance reasonably satisfactory to Parent and LuxCo
and their legal counsel, including (i) a copy of the certificate of incorporation or comparable document of formation of Company,
(ii) copies of resolutions duly adopted by the board of directors of Company authorizing this Agreement, the Additional Agreements
and the transaction contemplated hereby and thereby, (iv) a recent good standing certificate regarding Company from the office
of any appropriate Authority of each other jurisdiction in which Company is qualified to do business.


 


(i)Parent
and LuxCo shall be fully satisfied, in their sole discretion which shall be exercised in good faith, with the results of their
and their representatives’ review of the Company, the (including any review of the capitalization, Real Property, assets,
processes, systems, financial condition, and prospects of the Business), provided that no such review shall affect any representation
or warranty of Company given hereunder or in any instrument related to the transactions contemplated hereby; and provided, further,
that LuxCo and Parent shall notify Sellers and the Company by 9:00 a.m. CET, on July 23, 2013, time being of the essence, if they
are not satisfied with the results of their review, in the absence of which notice this condition to Closing shall cease to apply
and shall be deemed waived by the Parent and LuxCo.


 


(j)LuxCo
shall have received copies of the consents of all the counterparties to the Contracts Subject to Consent, in form and substance
reasonably satisfactory to LuxCo, and no such consent shall have been revoked.


 



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(k)Company
shall have delivered to LuxCo documents satisfactory to LuxCo to evidence the release of all Liens on any portion of Company’s
assets, including Real Property, and the filing of appropriate lien termination statements or comparable termination documents,
if applicable, other than the Permitted Liens.


 


(l)Company
and Sellers shall have entered into and delivered a counterpart signature page of each Additional Agreement to which it is a party.


 


(m)All
the expenses borne in connection with the transactions contemplated by this Agreement, other than the expenses of each of Sellers
and Company, shall be paid at Closing.


 


(n)The
counsel to Company shall have delivered an opinion substantially in the form of Exhibit E hereto.


 


(o)Company
shall have delivered to LuxCo’s satisfaction updated Schedules and all such updated schedules shall be true, correct and
complete as of the date with respect thereto set forth in the respective representation and warranty.


 


(p)Company
and Sellers acknowledge that Parent and LuxCo have entered into agreements to purchase two other companies (the “Other Companies”)
on terms and conditions substantially similar to this Agreement. Parent and LuxCo must concurrently close on transactions (consisting
of the transactions contemplated by this Agreement and the transactions for the Other Companies) with assets having an aggregate
value of no less than $150,000,000.00.


 


(q)The
parties hereto shall have purchased a directors and officers liability insurance policy for a minimum coverage amount of $10,000,000
for Parent’s pre-transaction directors and officers, which will cover the directors and officers for a period of at least
three (3) years after the Closing. The policy will be paid for with funds made available in connection with the Closing.


 


9.3Conditions
to Obligations of Sellers and Company. The obligations of Sellers and Company to consummate the Closing is subject to the satisfaction,
or the waiver at the Sellers’ discretion, of the following further conditions:


 


(a)Parent,
LuxCo and BHN shall have performed in all material respects all of its obligations hereunder required to be performed by it at
or prior to the Closing Date.


 


(b)All
of the representations and warranties of Parent, LuxCo and BHN contained in this Agreement, the Additional Agreements, and in any
certificate or other writing delivered by Parent, LuxCo or BHN pursuant hereto, disregarding all qualifications and expectations
contained therein relating to materiality or Material Adverse Effect, regardless of whether it involved a known risk, shall be
true and correct in all material respects at and as of the Closing Date, as if made at and as of such date.


 



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(c)Company
shall have received certificates signed by an authorized officer of each of Parent, LuxCo and BHN to the foregoing effect.


 


(d)There
shall have been no event, change, or occurrence with respect to Parent which individually or together with any other event, change
or occurrence, could reasonably be expected to have a Material Adverse Change.


 


(e)No court,
arbitrator or other Authority shall have issued any judgment, injunction, decree or order, or have pending before it a proceeding
for the issuance of any thereof, and there shall not be any provision of any applicable Law restraining or prohibiting the consummation
of the Closing, or the public trading of Parent’s shares after the Closing Date.


 


(f)Each
of Parent, LuxCo and BHN shall have entered into and delivered a counterpart signature page of each Additional Agreement to which
it is a party.


 


ARTICLE
X

INDEMNIFICATION


 


10.1Indemnification
of Parent, LuxCo and BHN. Company and each Seller hereby agrees to indemnify and hold harmless Parent, LuxCo and BHN, each
of their respective Affiliates (including without limitation Parent) and each of its and their respective members, managers, partners,
directors, officers, employees, stockholders, attorneys and agents and permitted assignees (the “LuxCo Indemnitees”),
against and in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment,
deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other
costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by any LuxCo Indemnitee as
a result of or in connection with (a) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment
of any of the representations, warranties and covenants of Company and Sellers contained herein or in any of the Additional Agreements
or any certificate or other writing delivered pursuant hereto, (b) any Actions by any third parties with respect to the Business
(including breach of contract claims, violations of warranties, trademark infringement, privacy violations, torts or consumer complaints)
for any period on or prior to the Closing Date (c) the violation of any Laws in connection with or with respect to the operation
of the Business on prior to the Closing Date, (d) any claims by any employee of Company, with respect to any period or event occurring
on or prior to the Closing Date, or relating to the termination of employee’s employment status in connection with the transactions
contemplated by this Agreement, or the termination, amendment or curtailment of any employee benefit plans, (e) the failure of
Company to pay any Taxes to any Taxing Authority or to file any Tax Return with any Taxing Authority with respect to any period
ending on or prior to the Closing Date, or (f) any sales, use, transfer or similar Tax imposed on LuxCo or its Affiliates as a
result of any transaction contemplated by this Agreement. The total payments made by Company or Sellers to LuxCo Indemnitees with
respect to Losses shall not exceed an amount equal to ten percent (10%) of the total amount received by Sellers from the sale of
the Exchange Shares and the Make-Whole Shares, as defined in the Transaction Value Agreement (the “Indemnifiable Loss Limit”),
except that the Indemnifiable Loss Limit shall not apply with respect to any Losses relating to or arising under or in connection
with breaches of Sections 3.10 of Exhibit 3 (Properties; Title to the Company’ Assets), Section 3.19 of Exhibit 3 (Employees),
Section 3.20 of Exhibit 3 (Employee Benefits and Compensation), Section 3.21 of Exhibit 3 (Real Property) or any of clauses (b)
through (f) of this Section 10.1; provided, however, LuxCo Indemnitees shall not be entitled to indemnification pursuant to this
Section 10.1. unless and until the aggregate amount of Losses to all LuxCo Indemnitees equals at least $200,000.00 (the “Basket”),
at which time, subject to the Indemnifiable Loss Limit, LuxCo Indemnitees shall be entitled to indemnification for the total amount
of such Losses. Any breach of Section 3.1 of Exhibit 3 (Corporate Existence and Power), Section 3.3 of Exhibit 3 (Authorization),
Section 3.4 of Exhibit 3 (Governmental Authorization), Section 3.10 of Exhibit 3 (Properties; Title to the Company’ Assets),
Section 3.19 of Exhibit 3 (Employees), Section 3.20 of Exhibit 3 (Employee Benefits and Compensation), Section 3.21 of Exhibit
3 (Real Property) or Section 3.22 of Exhibit 3 (Tax Matters) shall not be subject to the Basket. Notwithstanding anything set forth
in this Section 10.1, (i) any amounts recovered under Section 6.2(b), and (ii) any Losses incurred by any LuxCo Indemnitee arising
out of the failure of Company and Sellers to perform any covenant or obligation to be performed by it at or after the Closing Date,
shall not, in any such case, be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectively. For the
avoidance of doubt, any indemnification payment under this Agreement shall be limited to the Exchange Shares and Make-Whole Shares,
or the proceeds of the sale of such Exchange Shares and Make-Whole Shares.


 



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10.2Indemnification
of Sellers . Parent, LuxCo and BHN, jointly and severally hereby agree to indemnify and hold harmless Sellers, each of its
Affiliates, and each of its members, managers, partners, directors, officers, employees, attorneys and agents and permitted assignees
(the “Sellers Indemnitees”) against and in respect of any Losses incurred or sustained by any Sellers Indemnitee as
a result of any breach, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants
of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Sellers Indemnitees with respect to Losses shall
not exceed the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees shall not be entitled to indemnification pursuant
to this Section 10.2 unless and until the aggregate amount of Losses to Sellers Indemnitees equals at least the Basket, at which
time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees shall be entitled to indemnification for the total amount
of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Sellers Indemnitee arising
out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing
Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket,
respectively.


 


10.3Procedure.
The following shall apply with respect to all claims by either a LuxCo Indemnitee or a Sellers Indemnitee (together, “Indemnified
Party”) for indemnification:


 


(a)An Indemnified
Party shall give the Sellers or Parent, LuxCo and BHN, as applicable, prompt notice (an “Indemnification Notice”)
of any third-party Action with respect to which such Indemnified Party seeks indemnification pursuant to Section 10.1 or 10.2
(a “Third-Party Claim”), which shall describe in reasonable detail the Loss that has been or may be suffered
by the Indemnified Party. The failure to give the Indemnification Notice shall not impair any of the rights or benefits of such
Indemnified Party under Section 10.1 or 10.2, except to the extent such failure materially and adversely affects the ability of
Sellers or Parent, LuxCo and BHN, as applicable (any of such parties, “Indemnifying Parties”) to defend such claim
or increases the amount of such liability.


 



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(b)In the
case of any Third-Party Claims as to which indemnification is sought by any Indemnified Party, such Indemnified Party shall be
entitled, at the sole expense and liability of the Indemnifying Parties, to exercise full control of the defense, compromise or
settlement of any Third-Party Claim unless the Indemnifying Parties, within a reasonable time after the giving of an Indemnification
Notice by the Indemnified Party (but in any event within ten (10) days thereafter), shall (i) deliver a written confirmation to
such Indemnified Party that the indemnification provisions of Section 10.1 or 10.2 are applicable to such Action and the Indemnifying
Parties will indemnify such Indemnified Party in respect of such Action pursuant to the terms of Section 10.1 or 10.2 and, notwithstanding
anything to the contrary, shall do so without asserting any challenge, defense, limitation on the Indemnifying Parties liability
for Losses, counterclaim or offset, (ii) notify such Indemnified Party in writing of the intention of the Indemnifying Parties
to assume the defense thereof, and (iii) retain legal counsel reasonably satisfactory to such Indemnified Party to conduct the
defense of such Third-Party Claim.


 


(c)If the
Indemnifying Parties assume the defense of any such Third-Party Claim pursuant to Section 10.3(b), then the Indemnified Party shall
cooperate with the Indemnifying Parties in any manner reasonably requested in connection with the defense, and the Indemnified
Party shall have the right to be kept fully informed by the Indemnifying Parties and their legal counsel with respect to the status
of any legal proceedings, to the extent not inconsistent with the preservation of attorney-client or work product privilege. If
the Indemnifying Parties so assume the defense of any such Third-Party Claim the Indemnified Party shall have the right to employ
separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses
of such counsel employed by the Indemnified Party shall be at the expense of such Indemnified Party unless (i) the Indemnifying
Parties have agreed to pay such fees and expenses, or (ii) the named parties to any such Third-Party Claim (including any impleaded
parties) include an Indemnified Party and an Indemnifying Party and such Indemnified Party shall have been advised by its counsel
that there may be a conflict of interest between such Indemnified Party and the Indemnifying Parties in the conduct of the defense
thereof, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Parties.


 


(d)If the
Indemnifying Parties elect to assume the defense of any Third-Party Claim pursuant to Section 10.3(b), the Indemnified Party shall
not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the Indemnifying Parties
withdraw from or fail to vigorously prosecute the defense of such asserted liability, or unless a judgment is entered against the
Indemnified Party for such liability. If the Indemnifying Parties do not elect to defend, or if, after commencing or undertaking
any such defense, the Indemnifying Parties fail to adequately prosecute or withdraw such defense, the Indemnified Party shall have
the right to undertake the defense or settlement thereof, at the Indemnifying Parties’ expense. Notwithstanding anything
to the contrary, the Indemnifying Parties shall not be entitled to control, but may participate in, and the Indemnified Party (at
the expense of the Indemnifying Parties) shall be entitled to have sole control over, the defense or settlement of (x) that part
of any Third Party Claim (i) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance
against the Indemnified Party, or (ii) to the extent such Third Party Claim involves criminal allegations against the Indemnified
Party or (y) the entire Third Party Claim if such Third Party Claim would impose liability on the part of the Indemnified Party
in an amount which is greater than the amount as to which the Indemnified Party is entitled to indemnification under this Agreement.
In the event the Indemnified Party retains control of the Third Party Claim, the Indemnified Party will not settle the subject
claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.






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(e)If the
Indemnified Party undertakes the defense of any such Third-Party Claim pursuant to Section 10.1 or 10.2 and proposes to settle
the same prior to a final judgment thereon or to forgo appeal with respect thereto, then the Indemnified Party shall give the Indemnifying
Parties prompt written notice thereof and the Indemnifying Parties shall have the right to participate in the settlement, assume
or reassume the defense thereof or prosecute such appeal, in each case at the Indemnifying Parties’ expense. The Indemnifying
Parties shall not, without the prior written consent of such Indemnified Party settle or compromise or consent to entry of any
judgment with respect to any such Third-Party Claim (i) in which any relief other than the payment of money damages is or may be
sought against such Indemnified Party, (ii) in which such Third Party Claim could be reasonably expected to impose or create a
monetary liability on the part of the Indemnified Party (such as an increase in the Indemnified Party’s income Tax) other
than the monetary claim of the third party in such Third-Party Claim being paid pursuant to such settlement or judgment, or (iii)
which does not include as an unconditional term thereof the giving by the claimant, person conducting such investigation or initiating
such hearing, plaintiff or petitioner to such Indemnified Party of a release from all liability with respect to such Third-Party
Claim and all other Actions (known or unknown) arising or which might arise out of the same facts.


 


10.4Periodic
Payments. Any indemnification required by Section 10.1 or 10.2 for costs, disbursements or expenses of any Indemnified Party
in connection with investigating, preparing to defend or defending any Action shall be made by periodic payments by the Indemnifying
Parties to each Indemnified Party during the course of the investigation or defense, as and when bills are received or costs, disbursements
or expenses are incurred.


 


10.5Right
of Set Off. In the event that Parent, LuxCo or BHN is entitled to any indemnification pursuant to this Article X, Parent, BHN
or LuxCo shall be entitled to set off any amounts owed to Sellers pursuant to Section 10.2 and/or against the amount of such indemnification.
Any such set-off will be treated as an adjustment to the Purchase Price.


 


10.6Payment
of Indemnification. In the event that Parent, LuxCo or BHN are entitled to any indemnification pursuant to this Article, and
Parent, LuxCo or BHN are unable to set off such indemnification pursuant to Section 10.5, Sellers may pay the amount of the indemnification
(subject to the limitation set forth in Section 10.1) in shares of Parent Common Stock at Fair Market Value. Any payments by Sellers
to a LuxCo Indemnitee will be treated as an adjustment to the Purchase Price.


 



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10.7Insurance.
Any indemnification payments hereunder shall take into account any insurance proceeds or other third party reimbursement actually
received.


 


10.8Survival
of Indemnification Rights. Except for the representations and warranties in Section 3.1 of Exhibit 3 (Corporate Existence and
Power), Section 3.3 of Exhibit 3 (Authorization), Section 3.4 of Exhibit 3 (Governmental Authorization), Section 3.10 of Exhibit
3 (Properties; Title to Company’s Assets), Section 3.15 of Exhibit 3 (Compliance with Laws), 3.19 of Exhibit 3 (Employees)
Section 3.20 of Exhibit 3 (Employee Benefits and Compensation), Section 3.21 of Exhibit 3 (Real Property), Section 3.22 of Exhibit
3 (Tax Matters), Section 3.23 of Exhibit 3 (Environmental Laws), Section 3.24 of Exhibit 3 (Finder’s Fees), Section 4.1 of
Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 (Corporate Authorization), and Section 4. 6 of Exhibit 4 (Finders’
Fees) which shall survive until ninety (90) days after the expiration of the statute of limitations with respect thereto (including
any extensions and waivers thereof), the representations and warranties of Sellers, Company, Parent, LuxCo and BHN shall survive
until the twenty-four (24) months following the Closing. The indemnification to which any Indemnified Party is entitled from the
Indemnifying Parties pursuant to Section 10.1 or 10.2 for Losses shall be effective so long as it is asserted prior to: (x) ninety
(90) days after the expiration of the applicable statute of limitations (including all extensions and waivers thereof), in the
case of the representations and warranties referred to in the first sentence of Section 10.8 and the breach or the alleged breach
of any covenant or agreement of any Indemnifying Party; and (y) the twenty-four (24) months following the Closing, in the case
of all other representations and warranties of Sellers and Parent, LuxCo and BHN hereunder.


 


ARTICLE
XI

DISPUTE RESOLUTION


 


11.1Arbitration.


 


(a)The
parties shall promptly submit any dispute, claim, or controversy arising out of or relating to this Agreement, or any Additional
Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of
this Agreement or any Additional Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise),
to binding arbitration before one arbitrator (“Arbitrator”), shall be binding, final and non-appealable and
not subject to this Section 11.1. The parties agree that binding arbitration shall be the sole means of resolving any dispute,
claim, or controversy arising out of or relating to this Agreement or any Additional Agreement (including with respect to the meaning,
effect, validity, termination, interpretation, performance or enforcement of this Agreement or any Additional Agreement) or any
alleged breach thereof (including any claim in tort, contract, equity, or otherwise).


 


(b)If the
parties cannot agree upon the Arbitrator, the Arbitrator shall be selected by the New York, New York chapter head of the American
Arbitration Association upon the written request of either side. The Arbitrator shall be selected within thirty (30) days of such
written request.


 



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(c)The
laws of the State of New York shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement and any agreement
contemplated hereby shall be governed by the laws of the State of New York applicable to a contract negotiated, signed, and wholly
to be performed in the State of New York, which laws the Arbitrator shall apply in rendering his decision. The Arbitrator shall
issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he shall have been
selected. The Arbitrator shall have no authority to award punitive or other exemplary damages.


 


(d)The
arbitration shall be held in New York, New York in accordance with and under the then current provisions of the rules of the American
Arbitration Association, except as otherwise provided herein.


 


(e)On application
to the Arbitrator, any party shall have rights to discovery to the same extent as would be provided under the Federal Rules of
Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that
the Arbitrator shall limit any discovery or evidence such that his decision shall be rendered within the period referred to in
Section 11.1(c).


 


(f)The
Arbitrator may, at his discretion and at the expense of the parties who will bear the cost of the arbitration, employ experts to
assist him in his determinations.


 


(g)The
costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award or to obtain relief as provided
in Section 6.2, as applicable (including actual attorneys’ fees and costs), shall be borne by the unsuccessful party and
shall be awarded as part of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such
decision. The determination of the Arbitrator shall be final and binding upon the parties and not subject to appeal.


 


(h)Any
judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction. The parties
expressly consent to the exclusive jurisdiction of the courts (Federal and state) in New York, New York to enforce any award of
the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the Arbitration. The
parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to
be submitted to arbitration hereunder. None of the parties hereto shall challenge any arbitration hereunder on the grounds that
any party necessary to such arbitration (including the parties hereto) shall have been absent from such arbitration for any reason,
including that such party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding.


 


(i)The
parties shall indemnify the Arbitrator and any experts employed by the Arbitrator and hold them harmless from and against any claim
or demand arising out of any arbitration under this Agreement or any agreement contemplated hereby, unless resulting from the willful
misconduct of the person indemnified.


 



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(j)This
arbitration section shall survive the termination of this Agreement and any agreement contemplated hereby.


 


11.2Waiver
of Jury Trial; Exemplary Damages.


 


(a)THE
PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO TRIAL BY JURY
IN ANY ACTION OF ANY KIND OR NATURE, IN ANY COURT IN WHICH AN ACTION MAY BE COMMENCED, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY ADDITIONAL AGREEMENT, OR BY REASON OF ANY OTHER CAUSE OR DISPUTE WHATSOEVER BETWEEN OR AMONG ANY OF THE PARTIES
TO THIS AGREEMENT OF ANY KIND OR NATURE. NO PARTY SHALL BE AWARDED PUNITIVE OR OTHER EXEMPLARY DAMAGES RESPECTING ANY DISPUTE ARISING
UNDER THIS AGREEMENT OR ANY ADDITIONAL AGREEMENT.


 


(b)Each
of the parties to this Agreement acknowledges that each has been represented in connection with the signing of this waiver by independent
legal counsel selected by the respective party and that such party has discussed the legal consequences and import of this waiver
with legal counsel. Each of the parties to this Agreement further acknowledge that each has read and understands the meaning of
this waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this
waiver with legal counsel.


 


11.3Attorneys’
Fees. The unsuccessful party to any Action arising out of this Agreement that is not resolved by arbitration under Section
11.1 shall pay to the prevailing party all attorneys’ fees and costs actually incurred by the prevailing party, in addition
to any other relief to which it may be entitled. As used in this Section 11.3 and elsewhere in this Agreement, “actual
attorneys’ fees” or “attorneys’ fees actually incurred” means the full and actual cost of any legal
services actually performed in connection with the matter for which such fees are sought, calculated on the basis of the usual
fees charged by the attorneys performing such services, and shall not be limited to “reasonable attorneys’ fees”
as that term may be defined in statutory or decisional authority.


 


ARTICLE
XII

TERMINATION


 


12.1Termination
Without Default; Expenses.


 


(a)In the
event that the Closing of the transactions contemplated hereunder has not occurred by December 31, 2013 (the “Outside
Closing Date”), and no material breach of this Agreement by Parent, LuxCo, and BHN, on one hand, or Company and Sellers,
on the other hand, seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 12.2 hereof),
each party hereto shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such
right may be exercised by each party hereto, giving written notice to the other at any time after the Outside Closing Date. Upon
receipt of such notice, neither party shall have any further obligation to the other under this Agreement, except for those obligations
that are expressly stated to survive the cancellation or termination of this Agreement. In the event this Agreement is terminated
pursuant to this Section 12(a), each party shall bear its own expenses incurred in connection with this Agreement.


 



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(b)Parent
and LuxCo shall have the right, at any time prior to the Real Property Investigation Period, time being of the essence, to terminate
this Agreement for any reason or no reason whatsoever if the results of the investigations in connection with the Business, including
the Real Property, are not satisfactory to Parent or LuxCo, in Parent’s or LuxCo's sole discretion, by giving notice to Sellers
or Company on or before the Real Property Investigation Period. Upon receipt of such notice, neither party shall have any further
obligation to the other under this Agreement, except for those obligations that are expressly stated to survive the cancellation
or termination of this Agreement. In the event this Agreement is terminated pursuant to this Section 12.1(b), each party shall
bear its own expenses incurred in connection with this Agreement.


 


12.2Termination
Upon Default.


 


(a)Parent
and LuxCo may terminate this Agreement by giving notice to the Sellers on or prior to the Closing Date, without prejudice to any
rights or obligations Parent or LuxCo may have, if Sellers or Company shall have materially breached any representation or warranty
or breached any agreement or covenant contained herein or in any Additional Agreement to be performed on or prior to the Closing
Date, and in either case, such breach shall not be cured by the earlier of the Outside Closing Date and ten (10) days following
receipt by the Sellers of a notice describing in reasonable detail the nature of such breach.


 


(b)The
Sellers may terminate this Agreement by giving notice to Parent and LuxCo, without prejudice to any rights or obligations Sellers
or Company may have, if Parent or LuxCo shall have materially breached any of its covenants, agreements, representations, and warranties
contained herein to be performed on or prior to the Closing Date and such breach shall not be cured by the earlier of the Outside
Closing Date and ten (10) days following receipt by LuxCo of a notice describing in reasonable detail the nature of such breach.


 


(c)In the
event this Agreement is terminated by Parent or LuxCo pursuant to Section 12.2(a) and (b), Sellers and Company shall be responsible
for paying all of its own expenses and those of LuxCo incurred in connection with this Agreement.


 


(d)In the
event this Agreement is terminated by the Sellers pursuant to Section 12.2(c), LuxCo shall be responsible for paying all of its
own expenses and those of Sellers or Company incurred in connection with this Agreement (provided, however, such expenses of Sellers
shall be limited to reasonable attorney’s fees of one counsel).


 


12.3Survival.
The provisions of Section 11.3, as well as this Article XII, shall survive any termination hereof pursuant to Article XII.






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ARTICLE
XIII

MISCELLANEOUS


 


13.1Notices.
Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized
courier service, by 4:00PM on a business day, addressee’s day and time, on the date of delivery, and otherwise on the first
business day after such delivery; (b) if by fax or email, on the date that transmission is confirmed electronically, if by 4:00PM
on a business day, addressee’s day and time, and otherwise on the first business day after the date of such confirmation;
or (c) five days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective
parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a party shall specify
to the others in accordance with these notice provisions:


 


if to Parent, to:


 


Prime Acquisition Corp.

No. 322, Zhongshan East Road

Shijiazhuang

Hebei Province, 050011

People’s Republic of China

Telecopy: 650-618-2552


 


with a copy to (which shall not constitute notice):



Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attention: Mitchell S. Nussbaum, Esq.

Telecopy: +1 212.504.3013


 


if to LuxCo, to:


 


Prime BHN Luxembourg S.àr.l.

13-15 Avenue de la Liberte’, L-1931

Luxembourg


 


with a copy to (which shall not constitute notice):



Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attention: Mitchell S. Nussbaum, Esq.

Telecopy: +1 212.504.3013


 



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if to BHN, to:


 


BHN LLC

6369 Mill Street, Suite 205

Rhinebeck, NY 12572

Telecopy: +1 845.876.8714

Attention: Marco Prete, Managing Member


 


with a copy to (which shall not constitute notice):



Reed Smith LLP

599 Lexington Avenue

New York, NY 10022

Attention: Gerald S. DiFiore

Telecopy: +1 212.521.5450


 


if to Company or Sellers:


 


ELLEGI S.r.l.

Attention: Cesare Lanati

Telecopy: + 39 02.36706848


 


with a copy to (which shall
not constitute notice):


 


Studio Associato R&P Legal - Rossotto, Colombatto
& Partners

Piazzale Luigi Cadorna n. 4

20123 Milano

Attention: Claudio Elestici

Telecopy: +39 02 8807222


 


13.2Amendments;
No Waivers; Remedies.


 


(a)This
Agreement cannot be amended, except by a writing signed by each party, or terminated orally or by course of conduct. No provision
hereof can be waived, except by a writing signed by the party against whom such waiver is to be enforced, and any such waiver shall
apply only in the particular instance in which such waiver shall have been given.


 


(b)Neither
any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course
of dealing shall constitute a waiver of or prevent any party from enforcing any right or remedy or from requiring satisfaction
of any condition. No notice to or demand on a party waives or otherwise affects any obligation of that party or impairs any right
of the party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise
required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise
of any other right or remedy, as appropriate to make the aggrieved party whole with respect to such breach, or subsequent exercise
of any right or remedy with respect to any other breach.


 



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(c)Except
as otherwise expressly provided herein, no statement herein of any right or remedy shall impair any other right or remedy stated
herein or that otherwise may be available.


 


(d)Notwithstanding
anything else contained herein, neither shall any party seek, nor shall any party be liable for, punitive or exemplary damages,
under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or any
provision hereof or any matter otherwise relating hereto or arising in connection herewith.


 


13.3Arms’
Length Bargaining; no Presumption Against Drafter. This Agreement has been negotiated at arms-length by parties of equal bargaining
strength, each represented by counsel or having had but declined the opportunity to be represented by counsel and having participated
in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between the parties, and no
such relationship otherwise exists. No presumption in favor of or against any party in the construction or interpretation of this
Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.


 


13.4Publicity.
Except as required by law, the parties agree that neither they nor their agents shall issue any press release or make any other
public disclosure concerning the transactions contemplated hereunder without the prior approval of the other party hereto.


 


13.5Expenses.
Except as otherwise expressly set forth herein, all costs and expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such cost or expense, provided that all the notary public fees and expenses
in connection with the Deed shall be borne by the Parent.


 


13.6No
Assignment or Delegation. No party may assign any right or delegate any obligation hereunder, including by merger, consolidation,
operation of law, or otherwise, without the written consent of the other party. Any purported assignment or delegation without
such consent shall be void, in addition to constituting a material breach of this Agreement.


 


13.7Governing
Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving
effect to the conflict of laws principles thereof.


 


13.8Counterparts;
Facsimile Signatures. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of
which shall constitute one agreement. This Agreement shall become effective upon delivery to each party of an executed counterpart
or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but
need not individually) bear the signatures of all other parties.


 



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13.9Entire
Agreement. This Agreement together with the Additional Agreements, sets forth the entire agreement of the parties with respect
to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto
(whether written or oral), all of which are merged herein. No provision of this Agreement or any Additional Agreement may be explained
or qualified by any agreement, negotiations, understanding, discussion, conduct or course of conduct or by any trade usage. Except
as otherwise expressly stated herein or any Additional Agreement, there is no condition precedent to the effectiveness of any provision
hereof or thereof. No party has relied on any representation from, warranty or agreement of any person in entering into this Agreement,
prior or contemporaneous or any Additional Agreement, except those expressly stated herein or therein.


 


13.10Severability.
A determination by a court or other legal authority that any provision that is not of the essence of this Agreement is legally
invalid shall not affect the validity or enforceability of any other provision hereof. The parties shall cooperate in good faith
to substitute (or cause such court or other legal authority to substitute) for any provision so held to be invalid a valid provision,
as alike in substance to such invalid provision as is lawful.


 


13.11Construction
of Certain Terms and References; Captions. In this Agreement:


 


(a)References
to particular sections and subsections, schedules, and exhibits not otherwise specified are cross-references to sections and subsections,
schedules, and exhibits of this Agreement.


 


(b)The
words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Agreement
as a whole and not to any particular provision of this Agreement, and, unless the context requires otherwise, “party”
means a party signatory hereto.


 


(c)Any
use of the singular or plural, or the masculine, feminine, or neuter gender, includes the others, unless the context otherwise
requires; “including” means “including without limitation;” “or” means “and/or;”
“any” means “any one, more than one, or all;” and, unless otherwise specified, any financial or accounting
term has the meaning of the term under United States generally accepted accounting principles as consistently applied heretofore
by party.


 


(d)Unless
otherwise specified, any reference to any agreement (including this Agreement), instrument, or other document includes all schedules,
exhibits, or other attachments referred to therein, and any reference to a statute or other law includes any rule, regulation,
ordinance, or the like promulgated thereunder, in each case, as amended, restated, supplemented, or otherwise modified from time
to time. Any reference to a numbered schedule means the same-numbered section of the disclosure schedule.


 


(e)If any
action is required to be taken or notice is required to be given within a specified number of days following a specific date or
event, the day of such date or event is not counted in determining the last day for such action or notice. If any action is required
to be taken or notice is required to be given on or before a particular day which is not a Business Day, such action or notice
shall be considered timely if it is taken or given on or before the next Business Day.


 



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(f)Captions
are not a part of this Agreement, but are included for convenience, only.


 


(g)For
the avoidance of any doubt, all references in this Agreement to “the knowledge or best knowledge of Sellers”, “the
knowledge or best knowledge of Company” or similar terms shall be deemed to include the actual or constructive knowledge
of any officers or any member of the Board of Directors of Sellers and Company, after reasonable inquiry.


 


13.12Further
Assurances. Each party shall execute and deliver such documents and take such action, as may reasonably be considered within
the scope of such party’s obligations hereunder, necessary to effectuate the transactions contemplated by this Agreement.


 


13.13Third
Party Beneficiaries. Neither this Agreement nor any provision hereof confers any benefit or right upon or may be enforced by
any Person not a signatory hereto.


 


13.14Waiver.
Reference is made to the final prospectus of Parent, dated March 24, 2011 (the “Prospectus”). Sellers and Company have
read the Prospectus and understand that Parent has established a trust account (“Trust Account”) for the benefit of
the public stockholders of Parent and the underwriters of the IPO pursuant to the Investment Management Trust Agreement, dated
as of March 30, 2011, between Parent and American Stock Transfer & Trust Company, as trustee. For and in consideration of Parent
and LuxCo agreeing to enter into this Agreement with Sellers and Company, each of Sellers and Company hereby agrees that it does
not have any right, title, interest or claim of any kind in or to any monies in the Trust Account and hereby agrees that it will
not seek recourse against the Trust Account for any claim it may have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with Parent, LuxCo or BHN.


 


[The remainder of this
page intentionally left blank; signature pages to follow]


 




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IN WITNESS WHEREOF, LuxCo,
Parent, BHN, Company and Sellers have each caused this Agreement to be duly executed by their respective authorized officers as
of the day and year first above written.


 


 


 


 



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    	33



    	 



    

 


EXHIBIT 3


 


REPRESENTATIONS AND WARRANTIES OF

THE COMPANY AND SELLERS


 


3.1 Corporate Existence
and Power. Company is a limited liability company duly organized, validly existing and in good standing under and by virtue
of the Laws of Italy. Company has all power and authority, corporate and otherwise, and all governmental licenses, franchises,
Permits, authorizations, consents and approvals required to own, manage and operate its properties and assets, including without
limitation the Real Property, and to carry on the Business as presently conducted and as proposed to be conducted and to sell it,
in whole or in part, to LuxCo. Company has not taken any action, adopted any plan, or made any agreement or commitment in respect
of any merger, consolidation, sale of all or substantially all of their assets, reorganization, recapitalization, dissolution or
liquidation.


 


3.2 Units. Sellers
owns all of the outstanding Units of Company, free and clear of all Liens, except for Permitted Liens.


 


3.3 Authorization.
Company has full legal capacity, power and authority to execute and deliver this Agreement and the Additional Agreements to which
such Company is named as a party, to perform such Company’s obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby. This Agreement has been, and the Additional Agreements to which Company is named as a party, will
be at Closing, duly executed and delivered by Company, and this Agreement constitutes, and such Additional Agreements are, or upon
their execution and delivery at Closing will be, valid and legally binding agreements of Sellers and the Company, enforceable against
Sellers and the Company in accordance with their respective terms.


 


3.4 Governmental
Authorization. Sellers and the Company have obtained or completed all consent, approval, license or other action by or in respect
of, or registration, declaration or filing with, any Authority regarding the execution, delivery and performance by Sellers and
the Company of this Agreement or any Additional Agreements.


 


3.5 Non-Contravention.
None of the execution, delivery or performance by Company of this Agreement or any Additional Agreement does or will (a) contravene
or conflict with the organizational or constitutive documents of the Company, (b) contravene or conflict with or constitute a violation
of any provision of any Law or Order binding upon or applicable to the Company, (c) constitute a default under or breach of (with
or without the giving of notice or the passage of time or both) or violate or give rise to any right of termination, cancellation,
amendment or acceleration of any right or obligation of Company or require any payment or reimbursement or to a loss of any material
benefit relating to the Business to which Company is entitled under any provision of any Permit, Contract or other instrument or
obligations binding upon the Company or by which any of the Business’ assets, including without limitation the Real Property,
is or may be bound or any Permit, or (d) result in the creation or imposition of any Lien on any of the Business’ assets,
including, without limitation, the Real Property.


 



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3.6 Consents.
The Contracts listed on Schedule 3.6 are the only Contracts binding upon Company, including without limitation Real Property, requiring
a consent, approval, authorization, order or other action of or filing with any Person as a result of the execution, delivery and
performance of this Agreement or any of the Additional Agreements or the consummation of the transactions contemplated hereby or
thereby (each of the foregoing, a “Contracts Subject to Consent”).


 


3.7 Financial Statements.


 


(a)Attached
hereto as Schedule 3.7 are (i) the unaudited consolidated financial statements of Company as of and for the fiscal years ended
December 31, 2012, and 2011, consisting of the unaudited consolidated balance sheets as of such dates, the unaudited consolidated
income statements for the twelve (12) month periods ended on such dates, and the unaudited consolidated cash flow statements for
the twelve (12) month periods ended on such dates (the “Financial Statements”).


 


(b)The
Financial Statements are complete and accurate and fairly present, in conformity with IFRS applied on a consistent basis, the financial
position of Company as of the dates thereof and the results of operations of Company for the periods reflected therein. The Financial
Statements (i) were prepared from the books and records of Company; (ii) were prepared on an accrual basis in accordance with IFRS
consistently applied; (iii) contain and reflect all necessary adjustments and accruals for a fair presentation of Company’s
financial condition as of their dates including for all warranty, maintenance, service and indemnification obligations; and (iv)
contain and reflect adequate provisions for all liabilities for all material Taxes applicable to Company with respect to the periods
then ended. Company has delivered to Parent or LuxCo complete and accurate copies of all “management letters” received
by it from its accountants and all responses during the last five (5) years by lawyers engaged by Company to inquiries from its
accountant or any predecessor accountants.


 


(c)Except
for liabilities and obligations incurred in the ordinary course of business since December 31, 2012, there are no liabilities,
debts or obligations of any nature (whether accrued, fixed or contingent, liquidated or unliquidated, asserted or unasserted or
otherwise) relating to Company. All debts and liabilities, fixed or contingent, which should be included under IFRS are included
therein.


 


(d)The
balance sheet included in the Financial Statements accurately reflects the outstanding Indebtedness of Company as of the date thereof.
Except as set forth on Schedule 3.7, Company does not have any Indebtedness.


 


(e)Schedule
3.7 sets forth a list of all Guarantees.


 


(f)All
financial projections delivered by or on behalf of Company to Parent with respect to Company were prepared in good faith using
assumptions that each of Company and Sellers believes to be reasonable and each of Company or Sellers is not aware of the existence
of any fact or occurrence of any circumstances that is reasonably likely to have a Material Adverse Effect.


 



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3.8 Books and Records.


 


(a)The Books
and Records accurately and fairly, in reasonable detail, reflect the transactions and dispositions of assets of and the providing
of services by Company. Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that:


 


(i)transactions
are executed only in accordance with management’s authorization;


 


(ii)all
income and expense items are promptly and properly recorded for the relevant periods in accordance with the revenue recognition
and expense policies as permitted by IFRS;


 


(iii)access
to assets is permitted only in accordance with management’s authorization; and


 


(iv)recorded
assets are compared with existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.


 


(b)Company has
heretofore made all Books and Records available to Parent and LuxCo for their inspection, and have heretofore delivered to Parent
and LuxCo complete and accurate copies of all documents referred to in the Schedules to this Agreement or that Parent or LuxCo
otherwise has requested. All Contracts, documents, and other papers or copies thereof delivered to Parent or LuxCo by or on behalf
of Company are accurate, complete, and authentic.


 


(c)All accounts,
books and ledgers of Company have been properly and accurately kept and completed in all material respects, and there are no material
inaccuracies or discrepancies of any kind contained or reflected therein.


 


3.9 Absence of Certain
Changes.


 


(a)Since December
31, 2012, the Business has been conducted in the ordinary course consistent with past practices, and there has not been:


 


(i)any Material
Adverse Change, or in any material diminishment in the value of the Business;


 


(ii)any transaction,
Contract or other instrument entered into, or commitment made, by Company relating to the Business or any of the Business’
assets (including without limitation the acquisition or disposition of Real Property) or any relinquishment by Company of any contract
or other right, in either case other than transactions and commitments in the ordinary course of business consistent in all respects,
including kind and amount, with past practices and those contemplated by this Agreement;


 


(iii)any bonus,
salary or other compensation paid or agreed to be paid to any employee; or


 



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(iv)any creation
or other incurrence of any Lien other than Permitted Liens on any of the Company’ assets, including without limitation the
Real Property.


 


(b)Since December
31, 2012, through and including the date hereof, Company has not taken any action nor has any event occurred which would have violated
the covenants of Sellers set forth in Section 5.1 herein if such action had been taken or such event had occurred between the date
hereof and the Closing Date.


 


3.10 Properties;
Title to the Company’ Assets.


 


(a)The Tangible Assets
have no defects, are in good operating condition and repair and function in accordance with their intended uses (ordinary wear
and tear excepted) and have been properly maintained, and are suitable for their present uses and meet all specifications and warranty
requirements with respect thereto. Schedule 3.10 sets forth a complete list, setting forth a description and location, of the Tangible
Assets as of a date within five days of the date of this Agreement. All of the Tangible Assets are located at each property that
is being contributed and is part of the Business.


 


(b)Company has good,
valid and marketable title in and to, or, in the case of the Lease and the assets which are leased or licensed pursuant to Contracts,
a valid leasehold interest or license in or a right to use each of its respective assets, free and clear of all Liens other than
Permitted Liens. The Company’s assets constitute all of the assets of any kind or description whatsoever, including goodwill,
that are used or useful in the operation of the Business.


 


3.11 Litigation.
Except as set forth on Schedule 3.11, there is no Action (or any basis therefor) pending against Company or Sellers in connection
with the Business, or threatened against or affecting, Company, Sellers or any of the Business’ assets, including without
limitation the Real Property or any Contract before any court, Authority or official or which in any manner challenges or seeks
to prevent, enjoin, alter or delay the transactions contemplated hereby or by the Additional Agreements. There are no outstanding
judgments against Company or Sellers affecting or which may affect the Business. Company is not, nor has it been in the past five
(5) years, subject to any proceeding with any Authority.


 


3.12 Contracts.


 


(a)Each Contract
is a valid and binding agreement, and is in full force and effect, and neither the Company, nor, to the best knowledge of Company
or Sellers, any other party thereto, is in breach or default (whether with or without the passage of time or the giving of notice
or both) under the terms of any such Contract. Company, Sellers or any other party thereto has not assigned, delegated, or otherwise
transferred any of their rights or obligations with respect to any Contracts, or granted any power of attorney with respect thereto
or to any of the Business’ assets, including without limitation the Real Property. No Contract (i) requires Sellers to post
a bond or deliver any other form of security or payment to secure its obligations thereunder or (ii) imposes any non-competition
covenants that may be binding on, or restrict the Business or require any payments by or with respect to LuxCo or any of its Affiliates.
Company has given to LuxCo true and correct (A) copies of each written Contract and (B) written summaries of each oral Contract.


 



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(b)The Contracts
constitute all the material agreements, statements of work, arrangements, understandings and other instruments in effect to which
any of the Business’ assets, including without limitation the Real Property, are bound. Schedule 3.12 lists all material
Contracts, oral or written, separately referencing the applicable subsection below in each case, including:


 


(i)all client Contracts
which have generated revenues to Company or are expected to generate revenues to Company in excess of $10,000 in any of the current
or next two (2) fiscal years or any of the two (2) preceding fiscal years of Company;


 


(ii)all Leases;


 


(iii)any other
Contract pursuant to which Company is required to pay, has paid or is entitled to receive or has received an amount in excess of
$50,000 during the current fiscal year or any one of the two preceding fiscal years;


 


(iv)all employment
Contracts, employee leasing Contracts, and consultant and sales representatives Contracts;


 


(v)all material
sales, agency, factoring, commission and distribution contracts to which Company is a party;


 


(vi)all ongoing
agreements for purchases or receipt by Sellers of media, supplies, equipment, goods or services (other than under Section 3.12(b)(iii)
or (iv));


 


(vii)all joint
venture, strategic alliance, limited liability company and partnership agreements to which Company is a party;


 


(viii)all significant
documents relating to any acquisitions or dispositions of assets, including without limitation the Real Property, by Company;


 


(ix)all material
licensing agreements, including agreements licensing Intellectual Property Rights, other than “shrink wrap” licenses;


 


(x)all secrecy,
confidentiality and nondisclosure agreements applicable to Company;


 


(xi)all contracts
relating to patents, trademarks, service marks, trade names, brands, copyrights, trade secrets and other Intellectual Property
Rights of Company;


 


(xii)all guarantees,
indemnification arrangements and other hold harmless arrangements made or provided by Company in connection with the Business,
including all ongoing agreements for repair, warranty, maintenance, service, indemnification or similar obligations;






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(xiii)all contracts
or agreements pertaining to the Business to which Company is a party;


 


(xiv)all agreements
relating to real and tangible personal property, including any Real Property financial lease, sublease or space sharing, license
or occupancy agreement;


 


(xv)all material
agreements relating to the Business; and


 


(xvi)all agreements
relating to outstanding Indebtedness of Company.


 


(c)Company
is in compliance with all covenants, including all financial covenants, in all notes, indentures, bonds and other instruments or
agreements evidencing any Indebtedness.


 


3.13 Insurance.
Schedule 3.13 contains a true, complete and correct list (including the names and addresses of the insurers, the names of the Persons
if other than Company to whom such insurance policies have been issued, the expiration dates thereof, the annual premiums and payment
terms thereof, whether it is a “claims made” or an “occurrence” policy and a brief identification of the
nature of the policy) of all liability, property, workers’ compensation or comparable insurance and other insurance policies
currently in effect that insure Company and the property, assets, including without limitation the Real Property, included in the
Business. Each such insurance policy is valid and binding and in full force and effect, all premiums due thereunder have been paid
and Company has not received any notice of cancellation or termination in respect of any such policy or default thereunder. Company
believes such insurance policies, in light of the nature of the Business are in amounts and have coverage that are reasonable and
customary for Persons engaged in such business and having such assets and properties. Company has not received notice that any
insurer under any policy referred to in this Section 3.13 is denying liability with respect to a claim thereunder or defending
under a reservation of rights clause. Except as set forth on Schedule 3.13, within the last two (2) years, Company has not filed
for any claims exceeding $50,000 against any of their insurance policies. Company has not received written notice from any of its
insurance carriers or brokers that any premiums will be materially increased in the future, and does not have any reason to believe
that any insurance coverage listed on Schedule 3.13 will not be available in the future to LuxCo on substantially the same terms
as now in effect.


 


3.14 Licenses and
Permits. Schedule 3.14 correctly lists each license, franchise, permit, order or approval or other similar authorization affecting,
or relating in any way to Company, together with the name of the Authority issuing the same (the “Permits”). Such Permits
are valid and in full force and effect, and none of the Permits will, assuming the related consents related to those Contracts
subject to Consent have been obtained or waived prior to the Closing Date, be terminated or impaired or become terminable as a
result of the transactions contemplated hereby. Company has all Permits necessary for it to operate.


 


3.15 Compliance
with Laws. Except as set forth on Schedule 3.15, Company is not in violation of, has violated, and, to the best knowledge of
Company and Sellers, is neither under investigation with respect to nor has been threatened in writing to be charged with or given
notice of any violation or alleged violation of, any Law, or judgment, order or decree entered by any court, arbitrator or Authority,
domestic or foreign, nor to the best knowledge of Sellers is there any basis for any such charge and within the last 24 months
Company has not received any subpoenas by any Authority.


 



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(a)Without limiting
the foregoing paragraph, Company is not in violation of, has not violated, and to the best knowledge of Sellers and Company, is
not under investigation with respect to nor has been threatened or charged with or given notice of any violation of any provisions
of any Law applicable to Company.


 


(b)No permit,
license or registration is required in the conduct of the Business under any of the Laws described in this Section 3.15.


 


3.16 Accounts Receivable;
Loans. All accounts receivables and notes of Company whether reflected on Schedule 3.16 or otherwise, represent valid obligations
arising from lease agreements or services actually performed by Company in the ordinary course of business. Except as set forth
on Schedule 3.16, there is no contest, claim, or right of setoff in any lease agreement with tenants or in other agreements with
any maker of an account receivable or note relating to the amount or validity of such account, receivables or note. All accounts,
receivables or notes are good and collectible in the ordinary course of business. The information set forth on Schedule 3.16 separately
identifies any and all accounts, receivables or notes of Company which are owed by any Affiliate of Company or Sellers.


 


3.17 Customers;
Revenues. The list of the Company’s 10 largest customers or tenants based on revenues derived by the Company’s
customers or tenants, which together with related revenue information for the Company’s December 31, 2012 and 2011 fiscal
years, is attached hereto as Schedule 3.17 and is true and complete. Except as indicated on Schedule 3.17, Company has not been
notified, on a formal or informal basis, of the probability or actuality or otherwise have any reason to believe that any of its
customers or tenants from which Company derived revenues in excess of $100,000 in its 2011 fiscal year or in the 2012 Period (as
shown on Schedule 3.22) intends to or will cancel, substantially limit, terminate or materially modify the terms of its business
relationship with Company. Company has not received any written notice or communication from its customers or tenants to the effect
that the revenues with respect to such customers or tenants should not, for the foreseeable future after the Closing, in the aggregate
remain constant or increase from the amounts shown on Schedule 3.16 or why the practices of Company with respect to the billing
of and collections from its customers or tenants should not, for the foreseeable future after the Closing, be able to be continued
by Company on substantially the same basis.


 


3.18 Pre-payments.
Except as set forth on Schedule 3.18, Company has not received any payments with respect to lease agreements to be paid or to any
services to be rendered after the Closing.


 


3.19 Employees.
Company has no employees.


 






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3.20 Employee Benefits
and Compensation. There are no employee benefits plans maintained or contributed to by Company and with respect to which Company
could incur or could have incurred any direct or indirect, fixed or contingent liability.


 


3.21 Real Property


 


(a)Company has
good and valid (and, in the case of owned Real Property, good and marketable fee simple, or comparable right) title to, or a valid
leasehold interest in, all Real Property and personal property and other assets reflected on Exhibit B. All such properties and
assets (including leasehold interests) are free and clear of Liens except for the following (collectively referred to as “Permitted
Lien”):


 


(i)those items
set forth on Schedule 3.21(a);


 


(ii)easements,
rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate,
material to the Business; or


 


(iii)other than
with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases
with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or
in the aggregate, material to the Business.


 


(b)Schedule 3.21
(b) lists: (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by Company, the
landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for
each leased or subleased property; and (iii) the current use of such property.


 


(c)With respect
to owned Real Property, Company has delivered or made available to Parent or LuxCo true, complete and correct copies of the deeds
and other comparable instruments (as duly recorded in the appropriate cadastral offices and land registries) by which Company and
Sellers acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession
of Sellers and Company, relating to the Real Property.


 


(d)With respect
to any Lease: (i) it is valid, binding and in full force and effect; (ii) all rents and additional rents and other sums, expenses
and charges due thereunder have been paid; (iii) the lessee has been in peaceable possession since the commencement of the original
term thereof; (iv) no waiver, indulgence or postponement of the lessee’s obligations thereunder has been granted by the lessor;
(v) there exists no default or event of default thereunder by Company or to the best knowledge of Sellers by any other party thereto;
(vi) there exists no occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any further
event or condition, would become a default or event of default by Company thereunder; and (vii) there are no outstanding claims
of breach or indemnification or notice of default or termination thereunder. The Real Property leased by Company is in a state
of maintenance and repair in all material respects adequate and suitable for the purposes for which it is presently being used,
and there are no material repair or restoration works likely to be required in connection with any of the leased Real Properties.
Company is in physical possession and actual and exclusive occupation of the whole of the leased property, none of which is subleased
or assigned to another Person.


 



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(e)Company and
Sellers do not owe any brokerage commission with respect to any Real Property.


 


3.22 Tax Matters.
Except as set forth on Schedule 3.22, Company has paid all Taxes due in connection with the Business, including without limitation
the so-called Imposta Municipale Unica (IMU). Company has duly and timely filed all Tax Returns which are required to be
filed by or with respect to it, and has paid all Taxes for which a Lien may be imposed on any of the Business’ assets which
have become due.


 


3.23 Environmental
Laws. Company has complied in all material respects with all Laws relating to pollution or the protection of the environment
or human health or Hazardous Materials (“Environmental Laws”), and there is not and there has not been at any time
any notice, demand, request for information, complaint, order, investigation, or review pending or, to the best knowledge of Company
and Sellers, threatened by any Authority with respect to any alleged violation by Company of any Environmental Law. Company has
not been requested by any Authority to pay any sum of money, or otherwise aid or take any action or refrain from taking actions,
to abate or remediate any environmental occurrence or condition (including removal of asbestos or any other potentially hazardous
substance). All Real Property is in compliance in all material respects with all Environmental Laws and no environmental site assessments
for any such Real Property have identified any violations of any Environmental Laws in connection therewith. Company has not retained
or assumed, by contract or operation of Law, any liabilities or obligations of third parties under Environmental Laws, including
any obligations of Company. Company is not aware of or reasonably anticipates, as of the Closing Date, any condition, event or
circumstance concerning the release or regulation of Hazardous Materials that might, after the Closing Date, prevent, impede or
materially increase the costs associated with the ownership, lease, operation, performance or use of the Business or assets of
Company as currently carried out.


 


3.24 Finders’
Fees. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act
on behalf of Company or Sellers or any of their Affiliates who might be entitled to any fee or commission from Parent, LuxCo or
any of their Affiliates upon consummation of the transactions contemplated by this Agreement.


 


3.25 Powers of Attorney
and Suretyships. Except as set forth on Schedule 3.25, Company has not general or special powers of attorney outstanding (whether
as grantor or grantee thereof) or any obligation or liability (whether actual, accrued, accruing, contingent, or otherwise) as
guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any Person.


 


3.26 Other Information.
Neither this Agreement nor any of the documents or other information made available to Parent, LuxCo or their Affiliates, attorneys,
accountants, agents or representatives pursuant hereto or in connection with Parent or LuxCo’s due diligence review of Company,
Sellers, the Real Property, the Business assets or the transactions contemplated by this Agreement and the Additional Agreements
contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order
to make the statements contained therein not misleading. Company provided Parent and LuxCo all material information regarding Company,
the Business and the Real Property.


 



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3.27 Certain Business
Practices. Neither Company, nor any director, officer, agent or employee of Company (in their capacities as such) has (i) used
any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made
any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns
or violated any provision of the Foreign Corrupt Practices Act of 1977 or (iii) made any other unlawful payment. Neither Company,
nor any of its Subsidiaries, nor any director, officer, agent or employee of Company (nor any Person acting on behalf of any of
the foregoing, but solely in his or her capacity as a director, officer, employee or agent of Company) has, since January 1, 2000,
directly or indirectly, given or agreed to give any gift or similar benefit in any material amount to any customer, supplier, governmental
employee or other Person who is or may be in a position to help or hinder Company or assist Company in connection with any actual
or proposed transaction, which, if not given could reasonably be expected to have had an adverse effect on Company, or which, if
not continued in the future, could reasonably be expected to adversely affect the business or prospects of Company that could reasonably
be expected to subject Sellers to suit or penalty in any private or governmental litigation or proceeding.


 


3.28 Money Laundering
Laws. The operations of Company are and have been conducted at all times in compliance with laundering statutes in all applicable
jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered
or enforced by any governmental authority (collectively, the “Money Laundering Laws”), and no Action involving Company
and the Business with respect to the Money Laundering Laws is pending or, to the best knowledge of Sellers, threatened.


 


3.29 OFAC. Company
is not, or any of its directors or officers, agent, employee, affiliate or Person acting on behalf of Company is, currently identified
on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and Company has not, directly or
indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Person, in connection with any
sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing
the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC in the
last five (5) fiscal years.


 


 




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EXHIBIT 4


 


REPRESENTATIONS AND WARRANTIES OF PARENT,
LUXCO AND BHN


 


4.1 Corporate Existence
and Power. Parent is a company duly organized, validly existing and in good standing under the laws of the Cayman Island. LuxCo
is a company duly organized, validly existing and in good standing under the laws of Luxembourg. BHN is a company duly organized,
validly existing and in good standing under the laws of the state of New York. Parent owns all of the outstanding equity interests
in LuxCo.


 


4.2 Corporate Authorization.
The execution, delivery and performance by Parent, LuxCo and BHN of this Agreement and the Additional Agreements and the consummation
by Parent, LuxCo and BHN of the transactions contemplated hereby and thereby are within the corporate powers of Parent, LuxCo and
BHN, and have been duly authorized by all necessary corporate action on the part of Parent, LuxCo and BHN. Each of this Agreement
and the Additional Agreements have been duly executed and delivered by Parent, LuxCo and BHN and it constitutes a valid and legally
binding agreement of Parent, LuxCo and BHN, enforceable against them in accordance with its terms.


 


4.3 Parent Board
Approval. The board of directors of Parent (including any required committee or subgroup of such board) has, as of the date
of this Agreement, unanimously (i) declared the advisability of the transactions contemplated by this Agreement, (ii) determined
that the transactions contemplated hereby are in the best interests of the stockholders of Parent, and (iii) determined that the
transactions contemplated hereby constitutes a “Business Transaction” as such term is defined in Parent’s Amended
and Restated Memorandum and Article of Association. Assuming no more than a number of shares of the Parent Common Stock equal to
eighty-three percent (83%) of the “IPO Shares” as defined in the Parent’s Amended and Restated Memorandum and
Article of Association, elect to redeem their Parent Common Stock in the Tender Offer, no other action on the part of Parent’s
stockholders is required to consummate the transactions contemplated hereby and upon consummation thereof, Article 156 of Parent’s
certificate of incorporation, as amended, shall no longer be applicable. The execution, delivery and performance by Parent of this
Agreement and the Additional Agreements and the consummation by Parent of the transactions contemplated hereby and thereby are
within the corporate powers of Parent, and have been duly authorized by all necessary corporate action on the part of Parent. This
Agreement has been duly executed and delivered by Parent and it constitutes a valid and legally binding agreement of Parent, enforceable
against it in accordance with its terms.


 


4.4 Governmental
Authorization. Neither the execution, delivery nor performance by Parent and LuxCo of this Agreement requires any consent,
approval, license or other action by or in respect of, or registration, declaration or filing with, any Authority except for any
filings required to be made in connection with the Registration Rights Agreement.


 


4.5 Non-Contravention.
The execution, delivery and performance by Parent, LuxCo and BHN of this Agreement do not and will not (i) contravene or conflict
with the organizational or constitutive documents of Parent, LuxCo or BHN, or (ii) contravene or conflict with or constitute a
violation of any provision of any Law, judgment, injunction, order, writ, or decree binding upon Parent, LuxCo or BHN.


 



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4.6 Finders’
Fees. Except for Stabilfin SRL, and Morgan Joseph TriArtisan LLC, there is no investment banker, broker, finder or other intermediary
which has been retained by or is authorized to act on behalf of Parent, LuxCo, BHN or any of their Affiliates who might be entitled
to any fee or commission from Sellers upon consummation of the transactions contemplated by this Agreement or any of the Additional
Agreements.


 


4.7 Issuance of
Shares. The Exchange Shares, when issued, will be duly authorized, validly issued, fully paid and nonassessable, free and clear
of Liens.


 


4.8 Capitalization
of Parent. The authorized capital stock of Parent consists of 50,000,000 shares of Parent Common Stock and 1,000,000 shares
of preferred stock, par value $0.001 per share, of which 1,886,028 shares of Parent Common Stock are issued and outstanding as
of the date hereof and no shares of preferred stock are issued and outstanding. 7,080,050 warrants and 60,000 options to purchase
shares of Parent Common Stock are outstanding. A unit purchase option to purchase 215,000 units (consisting of one share of Parent
Common Stock and one warrant) for $12.00 per unit is issued and outstanding. No shares of capital stock or other voting securities
of Parent are issued, reserved for issuance or outstanding. All outstanding shares of Parent Common Stock are duly authorized,
validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, right of first refusal,
preemptive right, subscription right or any similar right under any provision of the Companies Law (2011 Revision) of the Cayman
Islands, Parent’s organizational documents or any contract to which Parent is a party or by which Parent is bound.


 


4.9 Information
Supplied. None of the information supplied or to be supplied by Parent expressly for inclusion or incorporation by reference
in the filings with the SEC or the mailings to Parent’s stockholders and warrant holders as it relates to the Business Combination
Tender Offer will, at the date of filing or mailing, or any amendment thereto, as the case may be, contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made, not misleading (subject to the qualifications and limitations
set forth in the materials provided by Parent or that are included in the Parent SEC filings or mailings).


 


4.10 Trust Fund.
As of the date of this Agreement (and immediately prior to the Closing Date), Parent has (and will have
immediately prior to the Closing Date) at least $6,453,080.40 in the trust fund established by Parent for the benefit of its public
stockholders in the Trust Account, such monies invested in “government securities” (as such term is defined in the
Investment Company Act of 1940, as amended), and held in trust pursuant to the Investment Management
Trust Agreement, dated as of March 30, 2011, between Parent and American Stock Transfer & Trust Company as trustee.


 



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4.11 Parent SEC
Documents and Parent Financial Statements. Parent has filed all forms, reports, schedules, statements and other documents,
including any exhibits thereto, required to be filed or furnished by Parent with the SEC since March 24, 2011 under the Exchange
Act or the Securities Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports,
schedules, statements and other documents required to be filed subsequent to the date of this Agreement (the “Additional
Parent SEC Documents”). Parent has made available to the Sellers copies in the form filed with the SEC of all of the following,
except to the extent available in full without redaction on the SEC’s website through EDGAR for at least two (2) days prior
to the date of this Agreement: (i) Parent’s Annual Reports on Form 20-F for each fiscal year of Parent beginning with the
first year Parent was required to file such a form, (ii) all proxy statements relating to Parent’s meetings of stockholders
(whether annual or special) held, and all information statements relating to stockholder consents, since the beginning of the first
fiscal year referred to in clause (i) above, (iii) its Reports of Foreign Private Issuer on Form 6-K filed since the beginning
of the first fiscal year referred to in clause (i) above, and (iv) all other forms, reports, registration statements and other
documents filed by Parent with the SEC since Parent’s formation (the forms, reports, registration statements and other documents
referred to in clauses (i), (ii), (iii) and (iv) above, whether or not available through EDGAR, are, collectively, the “Parent
SEC Documents”). The Parent SEC Documents were, and the Additional Parent SEC Documents will be, prepared in all material
respects in accordance with the requirements of the Securities Act, the Exchange Act, and the Sarbanes-Oxley Act, as the case may
be, and the rules and regulations thereunder. The Parent SEC Documents did not, and the Additional Parent SEC Documents will not,
at the time they were or are filed, as the case may be, with the SEC (except to the extent that information contained in any Parent
SEC Document or Additional Parent SEC Document has been or is revised or superseded by a later filed Parent SEC Document or Additional
Parent SEC Document, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading. From the date of the most recent Parent SEC Document there has been no Parent Material
Adverse Effect. As used in this Section 4.11, the term “file” shall be broadly construed to include any manner in which
a document or information is furnished, supplied or otherwise made available to the SEC.


 




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EXHIBIT 8


 


BUSINESS COMBINATION
TENDER OFFER


 


(a)Prior
to the Closing Date, Parent will provide its stockholders with the opportunity to redeem their shares of Parent Common Stock for
cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less Taxes, upon the consummation
of the transactions contemplated by this Agreement (the “Business Combination Tender Offer”).


 


(b)Business
Combination Tender Offer Documents. Each of Parent, LuxCo, BHN, Company, and the Sellers agree to correct promptly any information
provided by it for use in the Business Combination Tender Offer Documents that shall have become false or misleading in any material
respect, and Parent further agrees to take all steps necessary to cause the Schedule TOs, as so corrected, to be filed with the
SEC, and the other Business Combination Tender Offer Documents, as so corrected, to be disseminated to holders of Parent Common
Stock, in each case as and to the extent required by applicable federal securities laws.


 


(c)Company
Cooperation. The Company and Sellers acknowledge that a substantial portion of the filings with the SEC and mailings to Parent’s
stockholders with respect to the Business Combination Tender Offer shall include disclosure regarding the Company and its management,
operations and financial condition. Accordingly, each of the Company and the Sellers agrees to as promptly as reasonably practical
provide Parent with such information as shall be reasonably requested by Parent for inclusion in or attachment to the Business
Combination Tender Offer Documents. Each of the Company and Sellers understands that such information shall be included in the
Offer Documents and/or responses to comments from the SEC or its staff in connection therewith and mailings. The Company shall
make, and cause each Subsidiary to make, their managers, directors, officers and employees available to Parent and its counsel
in connection with the drafting of such filings and mailings and responding in a timely manner to comments from the SEC.


 


(d)Other
Information. None of the information supplied or to be supplied by the Company and the Sellers with respect to the Company
and the Sellers expressly for inclusion or incorporation by reference in the filings with the SEC or the mailings to Parent’s
stockholders and warrant holders as it relates to the Business Combination Tender Offer will, at the date of filing or mailing,
or any amendment thereto, as the case may be, contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they
are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by the Company and
the Sellers or that is included in the SEC filings or mailings).


 




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SCHEDULE I


SELLERS


 


 


 


 




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SCHEDULE II


MORTGAGES


 


 


 


 




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EXHIBIT A


FINANCIAL LEASE AGREEMENTS


 


 


 


 




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EXHIBIT B


REAL PROPERTIES


 


 


 


 


 




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EXHIBIT
C





PLEDGE AGREEMENT


 


 


 


 


 




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EXHIBIT D


TRANSACTION VALUE
AGREEMENT


 


 


 




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EXHIBIT E


COMPANY’S COUNSEL
OPINION


 


 


 




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EXHIBIT F


STOCKHOLDERS AGREEMENT


 


 


 





The following actions
shall be governed by the Stockholders Agreement, pursuant to which Company shall not, without the prior written consent of each
of the Sellers:


 


i.amend its articles
of association or comparable document;


 


ii.without prejudice
to paragraph (v) below regarding assets, acquire or transfer, by way of merger, contribution of assets, purchase or sale of shares
or assets (a) any interest in a company (excluding investments in liquid shares of limited liability entities made solely for cash
management purposes), or (b) any going concern;


 


iii.alter in any
way its registered share capital (through an increase, a reduction, a redemption or otherwise) or issue (or agree to issue) any
shares, securities or any options, warrants, or other rights to purchase any such shares or any securities convertible into or
exchangeable for such shares, or more generally carry out any transaction concerning the distribution of share capital, voting
rights and rights to the Company profits;


 


iv.incur additional
third party indebtedness for borrowed money, save for the utilization in the ordinary course of business of any credit lines currently
made available to the Company;


 


v.except in the
ordinary course of business, (a) sell, transfer or otherwise dispose of any fixed assets of Company or (b) accept to create any
new Lien over the properties or assets of Company;


 


vi.enter into any
contract other than in the ordinary course of business;


 


vii.make capital
expenditures, other than in the ordinary course of business;


 


viii.enter into
any sale and lease-back arrangements whatsoever, other than in the ordinary course of business;


 


ix.change the debtors
payment methods and policy, assessed on a country-by-country basis, or the issue of invoices or collection of receivables policies;


 


x.amend its accounting
methods and practices;


 


xi.launch new activities
or enter into any contract which may result in a material change in the nature or scope of the business of Company;


 


xii.enter into
any joint-venture, unlimited liability partnership or other similar arrangement with any third party; and


 


xiii.amend, modify
or waive any provision of the Pledge Agreement.




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DISCLOSURE SCHEDULES


 


 


 


 


 


 


 


 


 






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