[TABLE OF CONTENTS 2] [RICHLY CONQUEROR LIMITED Vendor AND SGOCO INTERNATIONAL (HK) LIMITED (上為國際 (香港) 有限公司) Purchaser Share Sale and Purchase Agreement for the sale and purchase of the entire issued share capital of BOCA INTERNATIONAL LIMITED (寶加國際有限公司) Content 1. INTERPRETATION 1 2. SALE AND PURCHASE 3 3. CONSIDERATION 3 4. GUARANTEE 3 5. COMPLETION 4 6. 4 7. 5 8. TERMINATION 5 9.] [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] [12% CONVERTIBLE NOTE Maturity Date of December 3, 2015 June $150,000 FOR VALUE RECEIVED, Company Holder Maturity Date Interest Rate Issuance Date 1. Payments of Principal and Interest. a. Payment of Principal. b. Demand of Repayment. c. Interest. d. General Payment Provisions. Business Day 1 2. Conversion of Note. Ordinary Shares a. Certain Defined Terms. i. Conversion Amount “ ii.] [SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SGOCO Group, Ltd. LG CAPITAL FUNDING, LLC This WHEREAS NOW THEREFORE Purchase and Sale of Note. 1. Purchase of Note a. _____ Company Initials Form of Payment b. Closing Date c. 2. Investment Purpose provided however a. Accredited Investor Status b. Reliance on Exemptions c. Information d. 2 Governmental Review e. Transfer or Re-sale] [SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SGOCO Group, Ltd. SERVICE TRADING COMPANY, LLC This WHEREAS NOW THEREFORE Purchase and Sale of Note. 1. Purchase of Note a. _____ Company Initials Form of Payment b. Closing Date c. 2. Investment Purpose provided however a. Accredited Investor Status b. Reliance on Exemptions c. Information d. 2 Governmental Review e. Transfer or Re-sale] [SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SGOCO Group, Ltd. ADAR BAYS, LLC This WHEREAS NOW THEREFORE Purchase and Sale of Note. 1. Purchase of Note a. _____ Company Initials Form of Payment b. Closing Date c. 2. Investment Purpose provided however a. Accredited Investor Status b. Reliance on Exemptions c. Information d. 2 Governmental Review e. Transfer or Re-sale bona] [SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SGOCO GROUP, LTD. VIS VIRES GROUP, INC. This WHEREAS NOW THEREFORE Purchase and Sale of Note. 1. Purchase of Note a. Form of Payment b. Closing Date c. 2. Investment Purpose provided however a. Accredited Investor Status b. Reliance on Exemptions c. 2 Information d. Governmental Review e. Transfer or Re-sale bona fide f.] [SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SGOCO Group, Ltd. BLACK FOREST CAPITAL, LLC th This WHEREAS NOW THEREFORE Purchase and Sale of Note. 1. Purchase of Note a. _____ Company Initials Form of Payment b. Closing Date c. 2. Investment Purpose provided however a. Accredited Investor Status b. Reliance on Exemptions c. Information d. 2 Governmental Review e. Transfer or] [SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SGOCO Group, Ltd., Crown Bridge Partners, LLC, nd This WHEREAS: NOW THEREFORE, 1. Purchase and Sale of Note. Purchase of Note. a. Form of Payment. b. Closing Date. c. Investment Purpose. a. Accredited Investor Status. b. Reliance on Exemptions. c. Information. d. Governmental Review. e. Transfer or Re-sale. f. Legends. g. Authorization; Enforcement. h.] [SHARE PURCHASE AGREEMENT SGOCO Group, ltd Investor This SHARE PURCHASE AGREEMENT is dated as of May 9, 2016 (the “Agreement”) and is entered into by and between RECITALS WHEREAS WHEREAS Registration Statement SEC PO Common Stock WHEREAS Shares WITNESSETH NOW THEREFORE Share Purchase SECTION 1. Adjustment of the Purchase Price SECTION 2. Payments and Issuance. SECTION 3. The Investor shall] [List of Subsidiaries Name of Subsidiary Jurisdiction of Formation SGOCO International (HK) Limited Hong Kong Beijing SGOCO Image Technology Co., Ltd. People’s Republic of China SGO Corporation. Delaware, USA SGOCO (Shenzhen) Technology Co., Ltd. People’s Republic of China] [CERTIFICATION I, Shi-bin Xie, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [CERTIFICATION I, Xiao-Ming HU, Interim Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: May 16, 2016 Dated: May 16, 2016] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in Registration Statements No. 333-172406 on Form S-8 and No. 333-176437 on Form F-3 of our report dated May 16, 2016, relating to the consolidated financial statements of SGOCO Group, Ltd. and its subsidiaries (collectively the “Company”), which appears in this Annual Report on Form]