Exhibit 4.20


 


SHARE PURCHASE AGREEMENT


 


This SHARE PURCHASE AGREEMENT
is dated as of May 9, 2016 (the “Agreement”) and is entered into by and between SGOCO
Group, ltd., a Cayman Islands corporation (the “Company”), and the undersigned Investor (the “Investor”).


 


RECITALS


 


WHEREAS,
the Investor is an individual who has no relationship with the Company or any officers or directors of the Company;


 


WHEREAS,
the Company has filed a registration statement (the “Registration Statement”) with the Securities and Exchange
Commission (“SEC”), in connection with the Company’s proposed public offering (the “PO”)
of shares of the Company’s common stock, par value $0.004 per share (the “Common Stock”). The Registration
Statement is still in effect;


 


WHEREAS,
the Company desires to issue and sell to the Investor, and the Investor desires to purchase from the Company in a private placement,
1,900,000 shares of the Company’s unregistered ordinary shares (the "Shares") for an amount of US$ 7 million, approximately
US$3.68 per share, as provided in this Agreement (the “Shares”).


 


WITNESSETH


 


NOW THEREFORE,
in consideration of the above recitals and promises made in this Agreement, the parties hereby agree as follows:


 


SECTION 1. Share
Purchase. Subject to the terms and conditions of this Agreement, the Company shall issue and sell to the Investor, and
the Investor shall purchase from the Company 1,900,000 shares of unregistered ordinary shares of the Company (the "Transaction").
The total purchase price for the Shares is US$ 7 million, approximately US$3.68 per share (the "Purchase Price").


 


SECTION 2. Adjustment
of the Purchase Price. The Purchase Price shall be fixed, and there shall be no adjustment of the Purchase Price.


 


SECTION 3. Payments
and Issuance. The total purchase price of the Shares is US$7 million (the "Total Price") and shall
be paid by two (2) tranches.


 


The Investor shall pay
the first tranche of US$ 350,000 on or before May 13, 2016; and the Company shall issue 95,000 shares within 30 working days upon
receipt of the payment.


 


The Investor shall pay
the second tranche of US$ 6,650,000 on or before July 31, 2016; and the Company shall issue 1,805,000 shares within 30 working
days upon receipt of the payment.


 




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SECTION 4. Representations
and Warranties of the Company. The Company represents and warrants to the Investor that it is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation and the Company has all requisite legal and corporate
power, and has taken all corporate action on the part of its officers, directors and shareholders as may be necessary for the authorization, execution
and delivery of this Agreement.


 


SECTION 5. Representations
and Warranties of the Investor. The Investor represents and warrants to the Company that it is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation and the Investor has all requisite legal
and corporate power, and has taken all corporate action on the part of its officers, directors and shareholders as may be
necessary for the authorization, execution and delivery of this Agreement.


 


SECTION 6. Registration
Rights. Within 180 days from the effective date of this Agreement, the Company shall file a registration statement on Form
F-3 or on such other form promulgated by the SEC for which the Company then qualifies for the registration of the Shares for their
resale by the Investor.


 


SECTION 7. Restricted
Securities. The Investor understands that the Shares are characterized as "restricted securities" under
U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act
only in certain limited circumstances. The Investor understands that the Shares have not been qualified or registered under the
laws of any other jurisdiction and therefore may be viewed as restricted securities under any or all of such other applicable securities
laws.


 


SECTION 8. Legends. The
Investor understands that the certificates evidencing the Shares issued pursuant to this Agreement may bear the following legend:


 


"THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE (A) ABSENCE
OF (1) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR (II) AN OPINION OF COUNSEL
TO THE HOLDER THAT SUCH REGISTRATION IS NOT REQUIRED OR (B) UNLESS SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT. THIS SECURITY
MAY NOT BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT BUT MAY BE PLEDGED IN CONNECTION WITH ANY LOAN SECURED BY SUCH
SECURITIES FOR THE BENEFIT OF THE COMPANY."


 




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SECTION 9. Miscellaneous.


 


9.1 Further
Assurances. Each party agrees to cooperate fully with the other parties and to execute such further instruments, documents
and agreements and to give such further written assurances, as may be reasonably requested by any other party to evidence and reflect
the transactions described herein and contemplated hereby, and to carry into effect the intents and purposes of this Agreement.


 


9.2 Number
and Gender. All words and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular
or plural, as the identity of the person, persons, entity or entities may require or as otherwise appropriate in view of their
context.


 


9.3. Captions.
Captions are provided herein for convenience only and they are not to serve as a basis for interpretation or construction of this
Agreement, nor as evidence of the intention of the parties hereto.


 


9.4 Severability.
The provisions of this Agreement are severable. The invalidity, in whole or in part, of any provision of this Agreement shall not
affect the validity or enforceability of any other of its provisions. If one or more provisions hereof shall be declared invalid
or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed in the broadest possible
manner to effectuate the purposes hereof. The parties further agree to replace such void or unenforceable provisions of this Agreement
with valid and enforceable provisions that will achieve, to the extent possible, the economic, business and other purposes of the
void or unenforceable provisions.


 


9.5 Counterparts.
This Agreement may be executed in separate counterparts, each of which shall be deemed as an original; when executed, separately
or together, all of such counterparts shall constitute a single original instrument, effective in the same manner as if all parties
hereto had executed one and the same instrument.


 


9.6 Entire
Agreement. This Agreement is intended by the parties hereto to be the final expression of their agreement and constitutes
and embodies the entire agreement and understanding between the parties hereto with regard to the subject matter hereof and is
a complete and exclusive statement of the terms and conditions thereof, and shall supersede any and all prior oral and written
correspondence, conversations, negotiations, agreements and understandings relating to the same subject matter.


 


9.7 Amendment.
Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in
a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investors.
Any amendment or waiver effected in accordance with this paragraph shall be binding upon each of the parties hereto.


 


9.8 Governing
Law. This Agreement shall be governed by and construed in and accordance with the law of the Cayman Islands, without
giving effect to the conflict of law principles thereof.


 




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9.9 Successors
and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective successors of the parties hereto whose rights or obligations hereunder are affected by such
terms and conditions. This Agreement, and the rights and obligations hereunder, shall not be assigned. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


9.10 Effectiveness
of this Agreement. This Agreement shall become effective when it is executed by all parties and the date stated in
the first sentence of this Agreement shall be the effective date.


 


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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement with the intent and agreement that the same shall be effective as of the day and
year first above written.


 


	 	SGOCO Group, ltd
	 	 	 
	 	By:	/s/  Shi-Bin XIE
	 	 	Name:  Shi-Bin XIE
	 	 	Title:   CEO 
	 	 	 
	 	SUN Yuet Wo 孙乙禾
	 	 	 
	 	By:	/s/  
	 	 	Name:  SUN Yuet Wo
	 	 	  


 




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