Exhibit 4.12


 


SUPPLEMENTAL AGREEMENT TO SHARE SALE
AND PURCHASE AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF BOCA INTERNATIONAL LIMITED


 


This Supplemental Agreement
to Share Sale and Purchase Agreement for the Sale and Purchase of the Entire Issued Share Capital of Boca International Limited
(this “Supplemental Agreement”) is entered into on February 29, 2016, by and between Richly Conqueror Limited, a company
organized under the laws of the British Virgin Islands (the “Vendor”) and SGOCO International (HK) Limited, a company
incorporated under the laws of Hong Kong (the “Purchaser” and together with the Vendor, the “Parties” and
each a “Party”). Capitalized terms that are not defined herein shall have the meanings set forth in the Agreement (as
defined below).


 


RECITALS


 


WHEREAS, the
Vendor and the Purchaser entered into a Share Sale and Purchase Agreement for the Sale and Purchase of the Entire Issued Share
Capital of Boca International Limited (the “Agreement”), dated December 28, 2015, pursuant to which, subject to the
terms and conditions set forth in the Agreement, the Purchaser acquires 100% of the issued share capital of Boca International
Limited. (“Boca”), a private holding company incorporated in Hong Kong, from its sole legal and beneficial owner -
Richly Conqueror Limited at a consideration of $52 million in the form of cash, plus up to 19.9% or 3.4 million newly issued ordinary
shares (the “Shares”) of SGOCO Group, Ltd. (the “SGOCO”), the sole shareholder of the Purchaser; and


 


WHEREAS, the
Purchaser has paid $52 million in the form of cash to the Vendor on or before December 31, 2015; and


 


WHEREAS, SGOCO
effected an 1-for-4 reverse stock split of its authorized ordinary shares, accompanied by a corresponding decrease in its issued
and outstanding shares of ordinary shares and an increase of the par value of each ordinary share from $0.001 to $0.004 (the “Reverse
Stock Split”) on January 19, 2016; and


 


WHEREAS, the
Parties desire to clarify the number of the Shares and confirm the closing date and other details of the Agreement; and


 


WHEREAS, the
Parties desire to complete the payment of the shares in accordance with the Agreement and this Supplemental Agreement by March
15, 2016; and


 


WHEREAS, the
Parties desire to close the sale and purchase of the Sale Shares of Boca (the “Transaction”) in accordance with the
Agreement and this Supplemental Agreement by the end of March, 2016.


 




     


     


    

 


NOW, THEREFORE, in
consideration of the foregoing recitals and agreements undertaken in this Supplemental Agreement, the sufficiency and adequacy
of which each of the Parties hereby acknowledges, the Parties, intending to be legally bound, hereby agree as follows.


 


AGREEMENT


 


1.          The
Parties agree and confirm SGOCO shall issue 1,162,305 ordinary shares of SGOCO Group, Ltd. or such greater number of ordinary shares
as shall equal to 19.9% of the total ordinary shares of SGOCO outstanding immediately prior to the issuance of such shares (the
“Post-Split Shares”) to the Vendor as part of the payment of Consideration on or before March 15, 2016, and the Purchaser
shall have completed all its payment obligations under the Agreement and this Supplement Agreement upon the issuance of the Post-Split
Shares.


 


2.          The
Parties agree that the Payment Date of the Shares shall be on or before March 15, 2016 which shall be evidenced by the issuance
of Post-Split Shares described above. If the share payment is not made within 15 days after the Payment Date, the Purchaser will
pay liquidated damages for the unpaid part to the Vendor at a 2% monthly interest rate of the value for Post-Split Shares at the
closing price of NASDAQ on March 15, 2016.


 


3.          The
Parties confirm the closing date of the Transaction shall be March 31, 2016. If the closing conditions are not met by the Parties,
the Vendor shall return the $52 million cash within 15 days upon the notice of the Purchaser.


 


4.          The
Vendor represents and warrants that it has or will complete all its obligations and deliver all documents required under Schedules
3 of the Agreement on or before March 31, 2016. The Vendor further represents and warrants that it has and will continue to comply
with Schedules 4 and 5 of the Agreement until the closing and Completion of the Transaction.


 


5.          The
Vendor agrees that it will not, during the period commencing on the date of the Supplemental Agreement and ending twelve (12) month
after such date (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, or otherwise transfer or dispose
of, directly or indirectly, any Post-Split Shares (the “Lock-Up Securities”); (2) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether
any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise.



 


6.          The
Vendor understands that the Post-Split 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 Vendor understands that the Post-Split 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. The
Vendor understands that the certificate evidencing the Post-Split Shares may bear a restrictive legend. 



 




     


     


    

 


7.          Any
invalidity, illegality or unenforceability of any provision of this Supplemental Agreement in any jurisdiction shall not invalidate
or render illegal or unenforceable the remaining provisions hereof in such jurisdiction and shall not invalidate or render illegal
or unenforceable such provisions in any other jurisdiction. The Parties shall endeavor in good faith negotiations to replace any
invalid, illegal or unenforceable provision with a valid, legal and enforceable provision, the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable provision.


 


8.          This
Supplemental Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without respect to any principles
of conflict of law.


 


9.          This
Supplemental Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together
shall constitute one and the same agreement.


 


[the next page is the signature page]


 




     


     


    

 


IN WITNESS WHEREOF,
the Parties have caused this Supplemental Agreement to be executed by their respective officers thereunto duly authorized all as
of the date first written above.


 


	 	 	RICHLY CONQUEROR LIMITED
	 	 	 	 
	 	 	By: 	 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	 	SGOCO INTERNATIONAL (HK) LIMITED.
	 	 	 	 
	 	 	By: 	 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	acknowledged and Agreed by:	 	SGOCO Group, Ltd.
	 	 	 	 
	 	 	By: 	 
	 	 	Name: 	 
	 	 	Title: 	 


 


[Signature Page to Supplemental Agreement to Boca Shares Purchase Agreement]