SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2016 • SGOCO Group, Ltd. • Radio & tv broadcasting & communications equipment • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 11, 2015 by and between SGOCO Group, Ltd., a Cayman Islands corporation, with headquarters located at Suit 1503, Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong (the “Company”), and Crown Bridge Partners, LLC, a New York limited liability company, with its address at 1173a 2nd Avenue, Suite 126, New York, NY 10065 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2010 • Hambrecht Asia Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 12th day of March, 2010, by and among, Hambrecht Asia Acquisition Corp., a company organized under the laws of the Cayman Islands (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2016 • SGOCO Group, Ltd. • Radio & tv broadcasting & communications equipment • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 11, 2015, by and between SGOCO Group, Ltd., a Cayman Islands corporation, with headquarters located at Guanke Technology Park, Luoshan, Jinjiang City, Fujian Province, 368800 China (the “Company”), and SERVICE TRADING COMPANY, LLC, a Nevada limited liability company, with its address at 50 W. Liberty Street, Suite #880, Reno Nevada 89501, (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 6th, 2017 • SGOCO Group, Ltd. • Radio & tv broadcasting & communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 5, 2017, between SGOCO Group, Ltd., a Cayman Islands limited company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
4,000,000 Units HAMBRECHT ASIA ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 7th, 2008 • Hambrecht Asia Acquisition Corp. • Blank checks • New York
Hambrecht Asia Acquisition Corp., a Cayman Islands corporation (“Company”), hereby confirms its agreement with Broadband Capital Management LLC (“Broadband” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Broadband is acting as representative (the Representative and the other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
] Ordinary Shares SGOCO GROUP, LTD. (par value US$0.001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • December 15th, 2010 • SGOCO Technology, Ltd. • Radio & tv broadcasting & communications equipment • New York
SGOCO Group, Ltd, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), proposes, subject to the terms and conditions contained herein, to issue and sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as representative (the “Representative”), [ ] of the Company’s ordinary shares (the “Firm Shares”), par value US$0.001 per share (the “Ordinary Shares”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional [ ] ordinary shares (the “Option Shares”) of Ordinary Shares for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Offered Shares.”
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Hambrecht Asia Acquisition Corp. • February 1st, 2008 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) , 2008 [SIX MONTHS FROM EFFECTIVE DATE] AND (II) THE CONSUMMATION BY HAMBRECHT ASIA ACQUISITION CORP. (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (A “BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY LOCAL TIME, ON , 2013 [FIVE YEARS FROM EFFECTIVE DATE].
WARRANT AGREEMENTWarrant Agreement • February 18th, 2010 • Hambrecht Asia Acquisition Corp. • Blank checks • New York
Stock PURCHASE AGREEMENTStock Purchase Agreement • April 20th, 2020 • SGOCO Group, Ltd. • Radio & tv broadcasting & communications equipment • New York
This Stock Purchase Agreement (this “Agreement”) is dated as of April 17, 2020, between SGOCO Group, Ltd., a Cayman Islands company (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, a “Purchaser”).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2022 • Troops, Inc. /Cayman Islands/ • Radio & tv broadcasting & communications equipment • New York
TROOPS, Inc., an exempted company incorporated in the Cayman Islands. (the “Company”), proposes to sell to the underwriters named in Schedule I (the “Underwriters”) to this agreement (the “Agreement”) for which Maxim Group LLC is acting as representative (in such capacity, the “Representative”) an aggregate of (i) [●] ordinary shares, par value $0.004 per share (“Ordinary Shares”) of the Company (the “Firm Shares,”) and (ii) warrants to purchase an aggregate of _____________ Ordinary Shares (the “Firm Warrants”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to an aggregate of (i) [●] additional Ordinary Shares (the “Option Shares” and collectively with the Firm Shares, the “Shares”) and/or (ii) warrants to purchase an aggregate of _____________ additional Ordinary Shares (the “Option Warrants” and collectively with the Firm Warrants, the “Warrants”), each on the terms set forth in Section 2. Each Warrant entitles the holder to purchase one Ord
ORDINARY SHARE PURCHASE WARRANT sgoco group, ltd.SGOCO Group, Ltd. • April 6th, 2017 • Radio & tv broadcasting & communications equipment
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the four (4) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SGOCO Group, Ltd., a Cayman Islands limited company (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Assignment State Land Use Right Contract Contract No. Jindihe [2007] Qingxiezi No. 530SGOCO Technology, Ltd. • September 17th, 2010 • Radio & tv broadcasting & communications equipment
WARRANT AGREEMENTWarrant Agreement • November 8th, 2007 • Hambrecht Asia Acquisition Corp. • Blank checks • New York
This Warrant Agreement, dated as of [ ], 2007 (the “Agreement”) by and between Hambrecht Asia Acquisition Corp., a corporation organized under the laws of the Cayman Islands (the “Company”), with offices at 13/F Tower 2, New World Tower, 18 Queens Road Central, Hong Kong, and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), with offices at 17 Battery Place, New York, New York 10004.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 27th, 2008 • Hambrecht Asia Acquisition Corp. • Blank checks • New York
This Agreement is made as of ___________________, 2008 by and between Hambrecht Asia Acquisition Corp. (the “Company”) whose principal office is located at 13/F Tower 2, New World Tower, 18 Queens Road Central, Hong Kong and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004.
Dated the 31st day of August 2020 SGOCO International (HK) Limited (as Vendor) and WONG YIU TONG (as Purchaser) SALE AND PURCHASE AGREEMENT in respect of 51% of the issued share capital of BOCA INTERNATIONAL LIMITEDSale and Purchase Agreement • September 3rd, 2020 • SGOCO Group, Ltd. • Radio & tv broadcasting & communications equipment • Hong Kong
SHARE EXCHANGE AGREEMENT in respect of 100% of the issued share capital of GIANT FINANCIAL SERVICES LIMITEDShare Exchange Agreement • December 26th, 2019 • SGOCO Group, Ltd. • Radio & tv broadcasting & communications equipment • Hong Kong
Loan Agreement with Jinjiang Branch of Industrial Bank Co Ltd (No.:10417199-091112) for RMB10 millionLoan Agreement • September 17th, 2010 • SGOCO Technology, Ltd. • Radio & tv broadcasting & communications equipment
Upon the application by Borrower and the review by Lender, Lender agrees to give Borrower over the short term loan in RMB under the terms and conditions set forth in this contract. In order to specify the rights and obligations of both parties and hold honesty and sincerity, both parties hereby, in compliance with the laws and regulations of the People’s Republic of China and through equal consultation, sign this contract subject to the following terms and conditions.
Factoring Contract for Domestic Trade Agreement with Shishi Branch of Industrial and Commercial Bank of China (No.: 2009 (Shishi) No. 0532) for RMB10 millionSGOCO Technology, Ltd. • September 17th, 2010 • Radio & tv broadcasting & communications equipment
Special reminder: This Contract is made and entered into by and between the two parties on legal consultation, equality and willingness. The terms and articles represent the true expression of the intention of the two parties. To protect the legal rights of Party B, Party A reminds Party B to pay full attention to the clauses regarding the rights and obligations of each party, especially those in capital letters.
Employment Agreement Between Burnette Or and SGOCO International (HK) Ltd. Dated April 1, 2013 SGOCO INTERNATIONAL (HONG KONG) CO., LTD. and Burnette Siu Shun Or CONTRACT OF EMPLOYMENT CONTRACT OF EMPLOYMENTEmployment Agreement • April 22nd, 2014 • SGOCO Group, Ltd. • Radio & tv broadcasting & communications equipment • Hong Kong
Loan Agreement with Jinjiang Branch of Industrial Bank Co Ltd (No.:10417199-09112601) for RMB10millionSGOCO Technology, Ltd. • September 17th, 2010 • Radio & tv broadcasting & communications equipment
Upon the application by Borrower and the review by Lender, Lender agrees to give Borrower over the short term loan in RMB under the terms and conditions set forth in this contract. In order to specify the rights and obligations of both parties and hold honesty and sincerity, both parties hereby, in compliance with the laws and regulations of the People’s Republic of China and through equal consultation, sign this contract subject to the following terms and conditions.
REVOLVING LINE OF CREDIT AGREEMENTRevolving Line of Credit Agreement • September 18th, 2007 • Hambrecht Asia Acquisition Corp. • New York
This Revolving Line of Credit Agreement (this “Agreement”) is made as of August 14, 2007 by and among Hambrecht Asia Acquisition Corp., a Cayman Islands company (“Borrower”), and each other signatory hereto (each a “Lender” and collectively, the “Lenders”), with reference to the following facts.
ESCROW AGREEMENTEscrow Agreement • August 5th, 2010 • SGOCO Technology, Ltd. • Radio & tv broadcasting & communications equipment • New York
This Escrow Agreement (this “Agreement”) is dated as of March 12, 2010, and is by and among Sun Zone Investments Limited, a company organized under the laws of the British Virgin Islands (“Sun Zone”), and Sze Kit Ting (collectively with Sun Zone, “Sellers”), SGOCO Technology Ltd. (f/k/a Hambrecht Asia Acquisition Corp.), a company organized under the laws of the Cayman Islands (the “Company”), and certain holders of securities of the Company, who execute a counterpart signature page hereto (each a “Sponsor” and collectively “Sponsors”), and Grand Pacific Investment Limited as escrow agent (the “Escrow Agent”). The Company, Sellers, Sponsors and Escrow Agent are referred to collectively herein as the “Parties”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Exchange Agreement (as defined below).
Comprehensive Credit Contract with Quanzhou Branch of Bank of Communications (No.: 3550052009C900001300) for RMB 35 millionSGOCO Technology, Ltd. • September 17th, 2010 • Radio & tv broadcasting & communications equipment
Important Notice: Any applicant for the credit shall read through this contract carefully, special attention shall be paid to the articles marked with .
Investment Agreement of Guanke Guangdian Technology ParkInvestment Agreement • August 5th, 2010 • SGOCO Technology, Ltd. • Radio & tv broadcasting & communications equipment
This contract is entered into by and between Government of Jinjiang City (“Jinjiang Government”) and Guanke (Fujian) Electron Technological Industry Co Ltd (“Guanke”) on March 31, 2006 for the investment of Guanke Guangdian Technology Park.
Sale and Purchase Agreement by and between Apex Flourish Group Limited and SGOCO Group, Ltd.Sale and Purchase Agreement • August 30th, 2012 • SGOCO Group, Ltd. • Radio & tv broadcasting & communications equipment • Hong Kong
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 16th, 2016 • SGOCO Group, Ltd. • Radio & tv broadcasting & communications equipment
This SHARE PURCHASE AGREEMENT is dated as of May 9, 2016 (the “Agreement”) and is entered into by and between SGOCO Group, ltd., a Cayman Islands corporation (the “Company”), and the undersigned Investor (the “Investor”).
Mortgage with Jinjiang Branch of Agricultural Bank of China (No.: 35906200900003928) for RMB18 million Mortgage Contract in Maximum Amount Agricultural Bank of ChinaSGOCO Technology, Ltd. • September 17th, 2010 • Radio & tv broadcasting & communications equipment
In order to ensure the realization of mortgagee’s rights, mortgagor would like to provide the maximum mortgage for the loan entered into by and between the two parties. Accordance with relevant laws and regulations, the two parties agree to enter into this contract and the two parties should comply with this contract together.
AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • March 11th, 2010 • Hambrecht Asia Acquisition Corp. • Blank checks • New York
This Amendment No. 1 to Share Exchange Agreement (“Amendment”) is made as of the 11th day of March 2010, between Hambrecht Asia Acquisition Corp., a Cayman Islands company (“HMAUF”) and Sun Zone Investments Limited, a company organized under the laws of the British Virgin Islands (the “Majority Shareholder”) and Sze Kit Ting (together with the Majority Shareholder, the “Shareholders”) and amends the Share Exchange Agreement (“Agreement”), dated as of February 12, 2010 between HMAUF and the Shareholders. Capitalized terms used in this Amendment and not otherwise defined are used with the meaning assigned to such terms in the Agreement.
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • February 1st, 2008 • Hambrecht Asia Acquisition Corp. • Blank checks • New York
This Right of First Refusal and Corporate Opportunities Agreement (this “Agreement”) is made as of ___________, 2008 by and between Hambrecht Asia Acquisition Corp., a Cayman Islands company (the “Company”) and ___________ (the “Granting Company”) in connection with the Company’s proposed initial public offering (the “IPO”) of units pursuant to a registration statement on Form S-1 (as amended, the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission.
Project of Jinjiang Technological Plan ContractSGOCO Technology, Ltd. • August 5th, 2010 • Radio & tv broadcasting & communications equipment
This contract is entered into by and between Science and Technology Bureau of Jinjiang City and Guanke (Fujian) Electron Technological Industry Co Ltd (“Guanke”) on January 4, 2007.
SUPPLEMENTAL AGREEMENT TO SHARE SALE AND PURCHASE AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF BOCA INTERNATIONAL LIMITEDSupplemental Agreement • May 16th, 2016 • SGOCO Group, Ltd. • Radio & tv broadcasting & communications equipment • Hong Kong
This Supplemental Agreement to Share Sale and Purchase Agreement for the Sale and Purchase of the Entire Issued Share Capital of Boca International Limited (this “Supplemental Agreement”) is entered into on February 29, 2016, by and between Richly Conqueror Limited, a company organized under the laws of the British Virgin Islands (the “Vendor”) and SGOCO International (HK) Limited, a company incorporated under the laws of Hong Kong (the “Purchaser” and together with the Vendor, the “Parties” and each a “Party”). Capitalized terms that are not defined herein shall have the meanings set forth in the Agreement (as defined below).
Maximum Amount Guarantee Contract between Mr. Or Siu Shun and Quanzhou Branch of Bank of Communication (No.: 3550052009B100000707)SGOCO Technology, Ltd. • August 5th, 2010 • Radio & tv broadcasting & communications equipment
Note: This contract is accessory to the General Credit Contract between Guanke and Quanzhou Branch of Bank of Communication (No.: 3550052009C000001300).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • February 1st, 2008 • Hambrecht Asia Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of ___________, 2008 (“Agreement”), by and among HAMBRECHT ASIA ACQUISITION CORP., a company organized under the laws of the Cayman Islands (“Company”), JOHN WANG, ROBERT J. EU, STEPHEN N. CANNON and AEX ENTERPRISES LIMITED (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (“Escrow Agent”).
AMENDMENT NO. 1 TO SPONSOR AGREEMENTSponsor Agreement • March 16th, 2010 • Hambrecht Asia Acquisition Corp. • Blank checks • New York
This Amendment No. 1 to Sponsor Agreement (“Amendment”) is made as of the 11th day of March 2010, by and among Sun Zone Investments Limited, a company organized under the laws of the British Virgin Islands (“Sun Zone”), and Sze Kit Ting (collectively with Sun Zone, the “Sellers”) and certain holders of securities of Hambrecht Asia Acquisition Corp., a Cayman Islands company (the “Company”), who execute a counterpart signature page hereto (each a “Sponsor” and collectively, the “Sponsors”) and amends the Sponsor Agreement (“Sponsor Agreement”), dated as of February 12, 2010, by and among the Sellers, the Company and the Sponsors. Capitalized terms not otherwise defined in this Amendment have the same meaning as such capitalized terms have in the Sponsor Agreement.
Maximum Amount Guarantee Contract between Mr. Or Siu Shun and Quanzhou Branch of Bank of Communication (No.: 3550052009B100000707)SGOCO Technology, Ltd. • June 14th, 2010 • Radio & tv broadcasting & communications equipment
Note: This contract is accessory to the General Credit Contract between Guanke and Quanzhou Branch of Bank of Communication (No.: 3550052009C000001300).
