PUT OPTION AGREEMENT
Exhibit
10.38
Xxxxxxxx
Or, Chairman of SGOCO, Xxxxxx Eu, and Xxxx Xxxx hereby grants to Xxxx
Investments II LLC a Put Option to sell 250,000 shares of SGOCO at a price of $8
per share. The terms of the Put Option are agreed as follows:
|
1.
|
CONDITION
PRECEDENT: This Put Agreement is effective upon completion of
Xxxx Investments II LLC purchase of 250,000 shares of Xxxxxxxxx Asia
Acquisition Corporation (HMAUF).
|
|
2.
|
EXERCISE
PERIOD: The Put is exercisable from February 15, 2011 until May 15,
2011.
|
|
3.
|
NOTICE
OF EXERCISE: Xxxx may exercise its Put for any reason whatsoever during
the exercise period. However, if Xxxx does not do so in writing and within
the Exercise Period, this Put Option Agreement will automatically
terminate with no further obligations to Mr. Or, Mr. Eu, Xx. Xxxx or the
Company.
|
|
4.
|
GUARANTEE:
Upon a written Notice of Exercise to be delivered to Guanke Xxxxxxxxxx
Xxxx, Xxxxxxx, Xxxxxxxx Xxxx, Xxxxxx, Xxxxx, 000000 or any of the parties
to this agreement, Xxxxxxxx Or will personally, or as Chairman and
President of SGOCO cause the company to, make the purchase of the Put
Shares within 10 business days. In the event both the Company and Xxxxxxxx
Or fail to make the purchase of the Put Shares as required by this Put,
then Xxxxxx Eu and Xxxx Xxxx will make the purchase of the Put Shares on
behalf of Xxxxxxxx Or. Xxxxxxxx Or, Xxxxxx Eu, and Xxxx Xxxx
are jointly and severally guaranteeing this put option. In the event Mr.
Eu and Xx. Xxxx make the purchase of the Put Shares, they will be entitled
to Put such shares to Mr. Or or the Company pursuant to the terms of this
Put.
|
|
5.
|
In
the event of a dispute, the parties hereby agree the jurisdiction shall
exclusively be in the state of Tennessee or the Western District of
Tennessee. Xxxxxxxx Or shall use a best efforts basis have the
Company be a part of this agreement and cause the company to make the
purchase of the Put shares as
required.
|
This Put
Option Agreement is made on this 9th of
March, 2010 between:
