Exhibit 10.2


 


LOAN AGREEMENT


 


THIS LOAN AGREEMENT (the “Agreement”) is made on July
31, 2018 (“Effective Date”) at Bangalore by and between: between:


 


BORQS Software Solutions Private Limited, a company incorporated
under the laws of India, having its Registered Office at Prestige Al Kareem# 3, Ground Floor Edward Road, Bangalore — 560
052 (hereinafter referred to as the “Borrower’ which expression shall unless excluded by or repugnant to the subject or context
be deemed to include its successors-in-interest and permitted assigns) of the ONE PART


 


AND


 


Bluecap Mobile Private Limited, a company incorporated under
the laws of India, having its Registered Office at G-02, Prestige Serenity, 38/1, Kanakapura Road, Basavanagudi. Bangalore - 560
004 (hereinafter referred to as the “Lender” which expression shall unless excluded by or repugnant to the subject or
context be deemed to include its successors-in-interest and permitted assigns) of the SECOND PART


 


(The Borrower and Lender hereinafter individually be referred
to as ‘Party” and collectively as Parties’)


 


WHEREAS


 


		A.	The Borrower is in the business of



 


Software Development


 


		B.	The Borrower requires Funds and has requested the Lender to Provide Financial Assistance and the Lender has Agreed to do the
same.



 


		C.	Pursuant to the above. The Parties seek to enter into this Agreement to confirm and record the terms and conditions on which
the Lender shall provide the Loan to the Borrower, and other agreements in connection therewith.



 


		1.	DEFINATIONS AND INTERPRETATION



 


		(a)	“Applicable Law” shall include all applicable (i) statutes, enactments, acts of legislature or parliament, law, ordinances,
rules, bye-laws, regulations, listing agreements. Notifications, guidelines or policies of any jurisdiction and (ii) judicial quasi
judicial and or administrative decisions interpretations, directions, directives, licenses, permits: judgments. writs, injunctions,
arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals or agreements with any governmental
of regulatory authority:



 


		(b)	“Approvals” shall mean any sanctions, permissions, consents, validations, confirmations, licenses, and other authorizations
obtained from any Government Body.



 


		(c)	“Business Dal means a day that is not a Saturday, Sunday, Public Holiday or Bank Holiday in Bangalore.



 






     


     


    

 


		(d)	“Government Body” means any government authority, statutory authority, government department, agency, commission,
board, tribunal or court or other law. Rule or regulation making entity having or purporting to have jurisdiction on behalf of
India or any state or other subdivision thereof or any municipality, district or other subdivision thereof;



 


		(e)	“Interest Rate” means 8% (Eight Percent) per annum.



 


		(f)	“Loan Amount” means the Principal amount of the Loan provided by the Lender to the Borrower at its discretion.



 


		(g)	“Material Adverse Change” means any change in circumstances of the Borrower that the Borrower know, or should know,
will materially affect its capacity to perform its obligation under this Agreement



 


		(h)	“Outstanding Amount” means sum due to the Lender at the end of the day



 


THE LOAN


 


Subject to the Terms of this Agreement the Lender hereby agrees
to grant a sum of Rs 2,75,00,000/- (INR Two Crore Seventy Five Lakh Only) to the Borrower and the Borrower hereby agrees to avail
from the Lender the Loan in accordance with the provisions contained herein. Further sums lent, if any, in addition to the aforesaid
amount, will form a part of this Agreement.


 


INTEREST


 


		(a)	Interest shall be payable by the Borrower on the Loan at the rate of 8% (Eight Percent) per annum on a daily reducing balance
method.



 


		(b)	The borrower acknowledges that the Loan provided under this Agreement is for commercial transaction



 


REPAYMENT


 


		(a)	“Repayment date” means the date on which the Loan is paid



 


		(b)	Notwithstanding any other term of Agreement, the entire Loan along with the accrued interest and other sums due and payable
under the Loan Agreement.



 


UTILISATION OF LOAN


 


The lender may in its discretion, but without being bound to,
monitor or verify the application of any amount borrowed pursuant to this Agreement. The Borrower undertakes to make available
to the Lender such Books and Records as may be required by the Lender for such monitoring.


 






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OBLIGATIONS OF THE BORROWER


 


		(a)	The borrower shall provide information and give access to records as may be reasonably requested by the Lender.



 


		(b)	To ensure there is no substantial change in the nature of business carned on by the Borrower without written consent of the
Lender.



 


		(c)	To comply with all Applicable Laws and keep all Authorisations required for its business in force.



 


		(d)	To ensure that there is no change in control of the Borrower without written consent of the Lender.



 


		(e)	To provide notice to the Lender of any event of Default or Material Adverse Change.



 


REPRESENTATIONS AND WARRANTIES OF THE BORROWER


 


The Borrower hereby represents and warrants to the Lender that:


 


		(a)	It is a company duly organized validity existing and in good standing under the laws of India and ha the legal right and full
power and authorisation to enter into, perform and deliver, its obligations under this Agreement.



 


		(b)	All necessary corporate and other authorisations required in connection with its entry into, performance of and the validity
and enforceability of its obligations and delivery of the Loan Agreement to which it is a Party and the transactions contemplated
by this Loan Agreement have been obtained and are in full force and effect



 


		(c)	The obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations in accordance
with their terms



 


		(d)	The execution and performance by it of this Agreement does not conflict with or is in default of any Applicable Law, or any
contract entered into by it with any party



 


		(e)	All documents provided by the Borrower to the Lender are true and correct and any financial statements provided to the Lender
give a true and fair view and represent the Borrower’s financial condition



 


		(f)	All information supplied by the Borrower for the purpose of the Loan is true, complete and accurate in all material respects
as at the date on which it was given and is not misleading in any respect



 


		(g)	There are no insolvency or bankruptcy proceedings ongoing or initiated against the Borrower



 


		(h)	There are no lawsuits, arbitrations actions or proceedings pending or, to the knowledge of the Borrower threatened against
the Borrower.



 






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EVENTS OF DEFAULT


 


Each of the following events shall constitute an Event of Default


 


		(a)	failure by the Borrower to comply with any of the obligations or covenants under this Agreement;



 


		(b)	failure by the Borrower to make payment of any amounts due under this Agreement including without limitation the principal
and interest amounts on the date on which such amount is due



 


		(c)	Liquidation, insolvency or dissolution of the Borrower



 


		(d)	If a resolution for winding up is passed by the Borrower.



 


		(e)	Filing of bankruptcy proceedings against the Borrower



 


		(f)	The Borrower is unable to pay its debts or the value of assets of the Borrower is less than its liabilities or a moratorium
is declared in respect of any indebtedness of the Borrower



 


		(g)	Appointment of a receiver or liquidator in respect of the Borrower



 


		(h)	Sale or acquisition of the material portion of the business of the Borrower or if the Borrower ceases or threatens to cease
to carry on all or a substantial part of its business



 


		(i)	Where the Lender reasonably is of the opinion that the Loan proceeds have been applied for a purpose other than the Regular
Business



 


		(j)	where the Borrower breaches any law, order, judgment, decree or regulation which, in the opinion of the Lender, could have
a material adverse effect on the business of the Borrower



 


		(k)	Change in Control of the Borrower



 


CONSEQUENCES OF AN EVENT OF DEFAULT


 


On the occurrence of an Event of Default, the Lender may in
that event have the rights described hereunder and the rights available under Applicable Law


 


		(a)	Declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the
Loan Agreement be immediately due and payable, whereupon they shall become immediately due and payable



 


		(b)	Accelerate the repayment of the Loan



 


		(c)	Exercise any other right that the Lender may have under the Loan Agreement or under Applicable Law



 






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		(d)	All expenses incurred by the Lender after an Event of Default has occurred in connection (a) with preservation of the Borrowers
assets (whether then or thereafter existing); and (b) collection of amounts due in respect of the Loan or under these presents,
shall be payable by the Borrower



 


SEVERABILITY


 


If any provision of this Agreement shall for any reason be held
to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any
other provision thereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never
been contained herein. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision that is valid
and enforceable and most nearly gives effect to the original intent of the invalid / unenforceable provision


 


ENTIRE AGREEMENT


 


This Agreement constitutes the entire agreement and understanding
of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence agreements
understandings duties or obligations between the Parties with respect to the subject matter hereof


 


NO OTHER RIGHTS GRANTED


 


Nothing in this Agreement is intended to grant any rights under
any patent, copyright or other intellectual property rights of any Party in favor of the other, nor shall this Agreement be construed
to grant any Party any rights in or to the other Party’s Confidential Information, except the limited right to use such Confidential
Information in connection with the transaction under this Agreement. The Lender or Borrower shall not receive any intellectual
property rights in the Confidential Information of the other Party other than a limited right to use the Confidential Information
for the purposes specified in this Agreement. All intellectual property rights shall continue to vest with the Party disclosing
the Confidential Information


 


AMENDMENTS


 


Any change, alteration, amendment, or modification to this Service
Agreement must be in writing and signed by authorized representatives of both the Parties


 


DISPUTE RESOLUTION


 


Any dispute(s) arising out of this Agreement shall, as far as
possible, be settled amicably between the Parties hereto failing which the following shall apply


 


		(a)	Any dispute under this Agreement shall be referred to arbitration by a sole arbitrator to be appointed jointly by the Parties.



 


		(b)	The arbitration proceedings shall be held in Bangalore in accordance with the provisions of the Arbitration and Conciliation
Act, 1996 or any statutory re-enactment or modification thereof for the time being in force.



 


		(c)	The Parties agree that the arbitration award shall be final and may be enforced as a decree.



 






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		(d)	The Parties further agree that subject to the above only the competent courts at Bangalore, India shall have jurisdiction in
all matters arising hereunder.



 


		(e)	The Parties further agree to keep the arbitration proceedings and the arbitral award confidential.



 


		(f)	If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party
shall be entitled to recover reasonable costs and attorneys’ fees



 


INDEPENDENT PARTIES


 


Nothing contained or implied in this letter creates a joint
venture or partnership between the Parties or makes one party the agent or legal representative of the other party for any purpose


 


ASSIGNMENT


 


This Agreement shall not be assignable by any Party without
prior written consent of the other Party.


 


NOTICES


 


		(a)	Except as otherwise specified in this Loan Agreement, all notices, requests,consents, approvals, agreements, authorizations,
acknowledgements, waivers and other communications required or permitted under this Loan Agreement shall be in writing and shall
be deemed given when sent to the address specified below



 


		(b)	In the case of Borrower



 


BORQS SOFTWARE SOLUTIONS PRIVATE LIMITED


 


Attention Hareesh Ramanna


Managing Director


Address Prestige Al Kareem. # 3, Edward Road, Bangalore —
560052


 


		(c)	In the case of Lender



 


BLUECAP MOBILE PRIVATE LIMITED


 


Attention Hareesh Ramanna


Director


Address : Prestige Serenity, 3811, Kanakapura Road, Basavanagudi,
Bangalore — 560004


 


		(d)	Either Party may change its address for notification purposes by giving the other Party 10 (ten) days notice of the new address
and the date upon which it will become effective.



 






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GOVERNING LAW


 


This Agreement and all issues arising out of the same shall
be construed in accordance with the laws of India.


 


IN WITNESS WHEREOF the Parties hereto have executed this Agreement


 


	BOROS SOFTWARE SOLUTIONS PRIVATE LIMITED	 
	 	 
	BY:	/s/ Hareesh Ramanna	 
	Hareesh Ramanna	 
	Managing Director	 
	 	 
	BLUECAP MOBILE PRIVATE LIMITED	 
	 	 
	BY:	/s/ Hareesh Ramanna	 
	Hareesh Ramanna	 
	Director	 


 






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