AMENDMENT NO. 1 TO ESCROW AGREEMENT

Exhibit 2.5

AMENDMENT NO. 1

TO

ESCROW AGREEMENT

This Amendment No. 1 to Escrow Agreement (“Amendment”) is made as of April 17, 2012, by and among Sun Zone Investments Limited, a company organized under the laws of the British Virgin Islands (“Sun Zone”), Sze Kit Ting, an individual residing at Xx. 0000, 00/X Xxxxx X Healthy Gardens, Xx. 000 Xxxx’x Xxxx, Xxxxx Xxxxx, Xxxx Xxxx (collectively with Sun Zone, the “Sellers”), SGOCO Group, Ltd. (f/k/a SGOCO Technology, Ltd., f/k/a Xxxxxxxxx Asia Acquisition Corp.), a company organized under the laws of the Cayman Islands (together with its predecessors, the “Company”), 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”) and amends the Escrow Agreement dated as of March 12, 2010, by and among the parties hereto (the “Escrow Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meaning as such capitalized terms have in the Exchange Agreement (as defined below), the Sponsor Agreement (as defined below) and the Escrow Agreement.

WHEREAS, the Company has entered into a Share Exchange Agreement (the “Exchange Agreement”), dated as of February 12, 2010, as amended, by and among the Company, Honesty Group Holdings Limited (“Honesty Group”), and the Sellers, who collectively owned all of the outstanding shares of Honesty Group (the “Honesty Group Shares”), pursuant to which the Sellers exchanged all of the Honesty Group Shares for up to 14,300,000 ordinary shares of the Company (the “HMAUF Shares”);

WHEREAS, in connection with entering into the Exchange Agreement, and as a condition to the execution by the Sellers of the Exchange Agreement, the Sponsors have entered into a Sponsor Agreement with the Sellers, dated as of February 12, 2010, as amended by Amendment No. 1 to Sponsor Agreement, dated March 11, 2010 (as so amended, the “Sponsor Agreement”)

WHEREAS, pursuant to the Sponsor Agreement and the Escrow Agreement, each Sponsor agreed to deposit in escrow certain HMAUF Shares owned by such Sponsor subject to fulfillment of certain conditions (the “Conditions”) set forth in the Sponsor Agreement, each as set forth opposite such Sponsor’s name on Exhibit A-1 to the Sponsor Agreement be held in escrow in accordance with the terms of the Escrow Agreement (the “Sponsor Conditional Shares”).

WHEREAS, pursuant to the Sponsor Agreement and the Escrow Agreement, if the Conditions are not met by the latest Measurement Date (as defined in the Sponsor Agreement), all of the Conditional Shares are to be forfeited to the Company and cancelled.

WHEREAS, due to the less positive than expected market conditions, the Sellers, the Company, the Sponsors and the Escrow Agent (each a “Party” and collectively, the “Parties”) agree to amend the Escrow Agreement to grant the Sponsors additional time to meet the Conditions.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreement of the parties set forth below and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

1. Section 5 (a) of the Escrow Agreement is hereby amended to read in its entirety as follows:

5. Disbursement of the Sponsor Conditional Shares.

(a)          Within ten (10) Business Days after the earlier of satisfaction of the Conditions or December 31, 2012, the Company shall give notice to the other Parties to this Agreement specifying whether the Conditions to release of the Sponsor Conditional Shares have been met (a “Notice of Conditions”).

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2. Section 5 (c)-1 is hereby added to the Escrow Agreement immediately following Section 5 (c) to read in its entirety as follows:

(c)-1     In the event the Conditions set forth in Clauses (1) and (2) of Section I-1. A of the Sponsor Agreement have been met but less than US$15 million in gross proceeds of equity has been raised, the Notice of Conditions shall specify the number of Sponsor Conditional Shares and Sponsor Earn-Out Shares forfeited, and the basis for the calculation. The Sponsors shall have ten (10) Business Days after the Notice of Conditions is delivered to dispute the Notice of Conditions by delivering a Conditions Dispute Notice to the Escrow Agent and the Company, setting forth with particularity the facts demonstrating the amount in gross proceeds of equity raised pursuant to Clause (3) of Section I-1. A of the Sponsor Agreement. If no Conditions Dispute Notice is received by the Escrow Agent within such ten (10) Business Days, the Escrow Agent shall deliver all of the forfeited Sponsor Conditional Shares and forfeited Sponsor Earn-Out Shares to the Company and such shares will be returned to the status of authorized but unissued shares as of the date of the Notice of Conditions, and the Escrow Agent shall disburse the remaining Sponsor Conditional Shares and Sponsor Earn-Out Shares held in escrow to the appropriate Sponsors.

3. For those Sponsors who for whatever reason fail to execute a counterpart signature page hereto as of April 17, 2012, their rights and responsibilities under the Escrow Agreement shall remain as if this Amendment has never been executed.

4. If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any Law, or public policy, all other conditions and provisions of this Amendment shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that Transactions are fulfilled to the extent possible.

5. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

6. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

7. Except as amended hereby, the Escrow Agreement continues in full force and effect as written.

[SIGNATURE PAGES FOLLOW]

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SIGNATURE PAGE TO

AMENDMENT No. 1 TO ESCROW AGREEMENT

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the day and year first above written.

SGOCO Group, Ltd.
By:	/s/ Xxxxxxxx Or		By:	/s/ SZE KIT TING
Name:	Xxxxxxxx Or		Name:	SZE KIT TING
Title:	Chief Executive Officer		Address:	Xxxx 0000, 00/X., Xxxxx X
Address:	14/F, Building #4			Healthy Gardens
	Beijing International Center			No. 560 King’s Road
	No. 38 East 3rd Ring Road North			North Point, Hong Kong
	Xxxxxxxx Xxxxxxxx, Xxxxxxx
	Xxxxx 000000
SUN ZONE INVESTMENTS LIMITED			Grand Pacific Investment Limited
By:	/s/ Tin Man Or		By:	/s/  Hoo Cheng
Name:	Tin Man Or		Name:	Hoo Cheng
Title:	Director		Title:	Director
Address:	[Luoshan Houlin Industry Area		Address:	50th Floor, Bank of China Tower
	Jinjiang Fujian, China]			0 Xxxxxx Xxxx, Xxxxxxx
				Xxxx Xxxx

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SIGNATURE PAGE TO

AMENDMENT No. 1 TO ESCROW AGREEMENT

The undersigned has read and understands this Amendment, and accepts and agrees to all of its terms. IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day and year first above written.

By:	/s/ Xxxx Xxxx		Xxxxxxxxx 1980 Revocable Trust
Name: Xxxx Xxxx			By:	/s/ X.X. Xxxxxxxxx
Address (for all Sponsors):			Name: X.X. Xxxxxxxxx
Address: [13/F Tower 2			Title:   Trustee
New World tower			Address: [13/F Tower 2
18 Queens Road Central			New World tower
Hong Kong]			00 Xxxxxx Xxxx Xxxxxxx
			Xxxx Xxxx]
By:	/s/ Xxxxxx Eu
Name: Xxxxxx Eu			Xxxx Ventures LLC
Address (for all Sponsors):			By:	/s/ Xxxxxx X. Xxxxx
Address: [13/F Tower 2			Name: Xxxxxx X. Xxxxx
New World tower			Title:   Vice President
00 Xxxxxx Xxxx Xxxxxxx			Address (for all Sponsors):
Hong Kong]			Address: [13/F Tower 2
			New World tower
Xxxxxx Family Irrevocable Trust			00 Xxxxxx Xxxx Xxxxxxx
By:	/s/ Xxxxxxx X. Xxxxxx		Hong Kong]
Name:  Xxxxxxx X. Xxxxxx
Title:    Trustee			Marbella Capital Partners Ltd.
Address (for all Sponsors):			By:	/s/ Xxxx Xxxx
Address: 000 Xxxxxxx Xxx			Name: Xxxx Xxxx
Xxxxxxxx, XX 00000, XXX			Title:   Director
			Address (for all Sponsors):
			Address: [13/F Tower 2
AEX Capital, LLC			New World tower
By:	/s/ Xxxxxx Eu		00 Xxxxxx Xxxx Xxxxxxx
Name: Xxxxxx Eu			Hong Kong]
Title:  Managing Director
Address (for all Sponsors):
Address: [13/F Tower 2
New World tower
00 Xxxxxx Xxxx Xxxxxxx
Xxxx Xxxx]
XX Xxxxxxxxx + Co., LLC
By:	/s/ X.X. Xxxxxxxxx
Name:  X.X. Xxxxxxxxx
Title:    [●]
Address (for all Sponsors):
Address: [13/F Tower 2
New World tower
00 Xxxxxx Xxxx Xxxxxxx
Xxxx Xxxx]

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