] 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.”
EMPLOYMENT AGREEMENTEmployment Agreement • December 15th, 2010 • SGOCO Technology, Ltd. • Radio & tv broadcasting & communications equipment • Hong Kong
The Agreement is made effective as of the July 31, 2010 (the “Effective Date”), by and between SGOCO Technology, Ltd., a Cayman Islands registered corporation, (the “Company”), and William A. Krolicki (US Passport#45205430) an individual (the “Employee”).
Brand Usage Authorization Contract [English translation for reference only] Form prepared by the Trademark Bureau of the State Administration of Industry & Commerce (“SAIC”)Brand Usage Authorization Contract • December 15th, 2010 • SGOCO Technology, Ltd. • Radio & tv broadcasting & communications equipment
In accordance with the Trademark Law of the People’s Republic of China, TCL Business System Technology (Huizhou) Co Ltd (“Assignor”) and Guanke (Fujian) Electron Technological Industry Co Ltd (“Assignee”) have entered into the Brand Usage Authorization Contract for the usage of the TCL brand for manufacturing and distribution of the LCD displays during June 2010 and June 2013. The Assignor and the Assignee may renew the contract when it is expired.
PUT OPTION AGREEMENTPut Option Agreement • December 15th, 2010 • SGOCO Technology, Ltd. • Radio & tv broadcasting & communications equipment
Burnette Or, Chairman of SGOCO, Robert Eu, and John Wang hereby grants to Pope 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:
