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”).
ESCROW AGREEMENTEscrow Agreement • March 16th, 2010 • Hambrecht Asia Acquisition Corp. • Blank checks • 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).
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.
AMENDMENT NO.1 TO THE WARRANT AGREEMENTWarrant Agreement • March 16th, 2010 • Hambrecht Asia Acquisition Corp. • Blank checks • New York
This Amendment No.1, dated as of March 12, 2010 (this "Amendment"), to the Warrant Agreement, dated as of March 7, 2008 (the "Warrant Agreement"), is entered into 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 ("Warrant Agent"), with offices at 17 Battery Place, New York, New York, 10004.
SPONSOR AGREEMENTSponsor Agreement • March 16th, 2010 • Hambrecht Asia Acquisition Corp. • Blank checks • New York
THIS SPONSOR AGREEMENT (the “Agreement”) is made as of February 12, 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”). Capitalized terms not otherwise defined in this Agreement have the same meaning as such capitalized terms have in the Exchange Agreement (as defined below).
