Exhibit 10.1


 


Origo Acquisition Corporation

708 Third Avenue

New York, New York 10017


 


December 19, 2016


 


Aina Le’a, Inc.

Suite 2617, 69-201 Waikoloa Beach Drive

Waikoloa, HI 96738

Attn: Robert J. Wessels, Chief Executive Officer

Telephone No: (808) 886-1702

Email: bob@ainalea.com


 


		Re:	Sponsor Group Forfeiture



 


Dear Mr. Wessels:


   


Reference is hereby
made to that certain Merger Agreement, dated as of the date hereof (the “Merger Agreement”), by and among
Origo Acquisition Corporation, a Cayman Islands company (“OAC”), Aina Le’a Inc., a Delaware corporation
(the “Company”), Aina Le’a Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary
of the Company, and Jose Aldeanueva, solely in the capacity as the OAC Representative thereunder. Any capitalized term used, but
not defined in this letter agreement (this “Letter”) will have the meaning ascribed to such term under
the Merger Agreement.


 


The members of the
OAC Sponsor Group hereby agree that, subject to and conditioned upon the Closing under the Merger Agreement, the OAC Sponsor Group
will, immediately prior to the Effective Time, forfeit a number of OAC Ordinary Shares that are part of the 1,050,000 “initial
shares” as defined in the IPO Prospectus (“Promote Shares”) based on the Non-Redemption Amount
using the formula below, with each member of the OAC Sponsor Group forfeiting such Promote Shares (rounded down to the nearest
whole share) pro rata based on the Promote Shares held by such member as compared to the Promote Shares held by all members of
the OAC Sponsor Group. If the Non-Redemption Amount is $33,000,000, the OAC Sponsor Group will forfeit 625,000 Promote Shares.
If the Non-Redemption Amount is less than $33,000,000, the number of Promote Shares forfeited by the OAC Sponsor Group will increase
based on the remaining Non-Redemption Amount, such that the remaining Promote Shares not forfeited by the OAC Sponsor Group will
equal the product of (i) 425,000 shares, multiplied by (ii) a fraction, the numerator of which is the Non-Redemption Amount, and
the denominator of which is $33,000,000. Notwithstanding the foregoing, the maximum number of Promote Shares that the OAC Sponsor
Group shall forfeit hereunder shall not exceed 850,000 Promote Shares.


 


This Letter shall be
governed by and construed under the laws of the State of New York without giving effect to any conflict of law provisions. Except
as expressly set forth herein, this Letter will be interpreted and construed in a manner consistent with the Merger Agreement.
This Letter, together with the Merger Agreement and the Ancillary Documents, constitutes the entire understanding of the parties
with respect to its subject matter hereof and supersedes any prior oral or written communication or understanding with respect
thereto. In the event that the Merger Agreement is validly terminated in accordance with its terms prior to the Closing, this Letter
shall automatically terminate and become null and void and be of no further force or effect, and the parties shall have no obligations
hereunder. This Letter may be executed in any number of counterparts, including by transfer of originally signed documents by facsimile,
pdf or other electronic document transmission, each of which shall be treated as an original signature and as part of the same
instrument.


 


{Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 




     


     


    

 


To indicate your acceptance
to the provisions of this Letter, please sign in the space provided below.


 


	 	Sincerely,
	 	 
	 	OAC:
	 	 
	 	ORIGO ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ Jose Aldeanueva
	 	Name: 	  Jose Aldeanueva
	 	Title:	  Chief Financial Officer
	 	 	 
	 	OAC Sponsor Group:
	 	 
	 	EJF OPPORTUNITIES, LLC
	 	 	 
	 	By:	/s/ Edward J. Fred
	 	Name: 	Edward J. Fred
	 	Title:	President


 


	 	/s/ Stephen B. Pudles
	 	Stephen B. Pudles
	 	 
	 	/s/ Jose Aldeanueva
	 	Jose Aldeanueva


 


	 	JEFFREY J. GUTOVICH PROFIT SHARING PLAN
	 	 	 
	 	By:	/s/ Jeffrey J. Gutovich
	 	Name: 	Jeffrey J. Gutovich
	 	Title:	Trustee


 


	 	/s/ Barry Rodgers
	 	Barry Rodgers
	 	 
	Acknowledged and Agreed effective as of the date first set forth above:	 


 





 


	AINA LE’A, INC.	 
	 	 	 
	By:	/s/ Robert Wessels	 
	Name:  	Robert Wessels	 
	Title:	Chef Executive Officer	 


 





[Signature Page to Sponsor Group Letter]