EXHIBIT 10.27


 


INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


This Intellectual
Property Security Agreement (this “Agreement”) is entered into as of April 30, 2018 (the “Effective Date”),
by and between PARTNERS FOR GROWTH V, L.P., a Delaware limited partnership (“PFG”) and BORQS Hong Kong Limited, a private
company limited by shares under Hong Kong law, registered with the Companies Registry under number 1151010 and with its principal
address at Office B, 21/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong (“Grantor”), with reference
to the following facts:


 


A. PFG
and Grantor (as Borrower), are parties to that certain Loan and Security Agreement of even date with this Agreement (as amended
from time to time, the “Loan Agreement”). (Capitalized terms used herein have the meaning assigned in the Loan Agreement.)


B. Grantor
has guaranteed the Obligations of each Borrower under the Loan Agreement pursuant to a Debenture of even date with the Loan Agreement,
pursuant to which Grantor has granted to PFG a security interest in all Charged Assets. Charged Assets include without limitation
certain Intellectual Property (including without limitation the Intellectual Property described herein) owned by Grantor.


 


Grantor agrees as follows:


 


1.
To secure performance of all of its “Obligations” as defined in the Loan Agreement, Grantor grants to PFG a
security interest in all of Grantor’s right, title and interest in Grantor’s “Intellectual Property”, including
without limitation (i) the trademarks and servicemarks listed or required to be listed from time to time on Schedule A
hereto, whether registered or not, and all applications to register and registrations of the same and like protections, and
the entire goodwill of the business of Borrower connected with and symbolized by such trademarks, and (ii) the patents and
patent applications listed or required to be listed from time to time on Schedule B hereto and all like protections
including, without limitation, all improvements, divisions, continuations, renewals, reissues, extensions and
continuations-in-part of the same, (iii) all copyrights, maskworks, software, computer programs and other works of authorship
listed or required to be listed from time to time on Schedule C hereto, and all extensions and renewals thereof, (iv)
all domain names and domain name rights owned by it and used in connection with its business and that of its Subsidiaries,
all legal and equitable rights in domain names and ownership thereof, domain registry, domain servers, web hosting and
related contracts, services and facilities (collectively, “Domain Rights”) listed or required to be listed from
time to time on Schedule D hereto, and all extensions and renewals thereof, and (iv) all rights to recover for past or
future infringement of any of the foregoing, and (v) all right, title and interest in and to any and all present and future
license agreements with respect to any of the foregoing, and (vi) all present and future accounts, accounts receivable and
other rights to payment arising from, in connection with or relating to any of the foregoing and provided that if any
asset cannot be secured without consent of a third party (and such consent is not given), this Agreement will
constitute security over all proceeds and other amounts receivable from such asset.


 






     

     


    

 


2. Grantor
represents and warrants that (i) listed on Schedule A hereto are all trademark registrations and pending registrations owned
or controlled by Grantor, (ii) listed on Schedule B are all patents and patent applications owned or controlled by Grantor,
(iii) listed on Schedule C are all copyrights, software, computer programs, mask works, and other works of authorship owned
or controlled by Grantor which are registered with the United States Copyright Office and the copyright registry of each other
applicable jurisdiction, wherever located, and (iv) listed on Schedule D are all Domain Rights in which Grantor has any
legal, contractual or equitable right. Grantor shall: (a) protect, defend and maintain the validity and enforceability of its intellectual
property, other than intellectual property of immaterial business and monetary value that Grantor’s executive management
has made a determination not to maintain; (b) promptly advise PFG in writing of material infringements of its intellectual property;
and (c) not allow any intellectual property material to Grantor’s business to be abandoned, forfeited or dedicated to the
public without PFG’s written consent. If, before the Obligations have been paid and/or performed in full, Grantor shall (i)
adopt, use, acquire or apply for registration of any trademark, service mark or trade name, (ii) apply for registration of any
patent or obtain any patent or patent application; (iii) create or acquire any published or material unpublished works of authorship
material to the business that is or is to be registered with the U.S. Copyright Office or any non-U.S. equivalent or other Governmental
Body; or (iv) register or acquire any domain name or domain name rights, then the provisions of Section 1 shall automatically apply
thereto, and Grantor shall provide PFG written notice thereof concurrently with delivery of Borrower’s monthly compliance
certificate. Grantor shall further provide PFG with all information and details relating to the foregoing and shall take such further
actions as PFG may reasonably request from time to time to perfect or continue the perfection of PFG’s interest in such intellectual
property.


 


3. This
Agreement is being executed and delivered pursuant to the Loan Agreement; nothing herein limits any of the terms or provisions
of the Loan Agreement, and PFG’s rights hereunder and under the Loan Agreement are cumulative. This Agreement, the Loan Agreement
and the other Loan Documents set forth in full all of the representations and agreements of the parties with respect to the subject
matter hereof and supersede all prior discussions, oral representations, oral agreements and oral understandings between the parties.
This Agreement may not be modified or amended, nor may any rights hereunder be waived, except in a writing signed by the parties
hereto; provided, however, and notwithstanding the foregoing, PFG may amend the Schedules hereto from time to time when it becomes
aware of new Intellectual Property subject to this Agreement. In the event of any litigation between the parties based upon, arising
out of, or in any way relating to this Agreement, the prevailing party shall be entitled to recover all of its costs and expenses
(including without limitation attorneys’ fees) from the non-prevailing party. This Agreement and all acts, transactions, disputes
and controversies arising hereunder or relating hereto, and all rights and obligations of PFG and Grantor shall be governed by,
and construed in accordance with the internal laws (and not the conflict of laws rules) of the State of California.


 


4. Grantor
agrees that simultaneously with the execution of this Agreement, and thereafter upon any amendment of Schedule A, Schedule
B, Schedule C or Schedule D, the appropriate entities constituting Grantor shall execute notices in the forms appended
hereto (each, a “Notice”), as appropriate, with respect to all of the pledged Intellectual Property, now owned
or hereafter acquired, and shall deliver each Notice to PFG for the purpose of recordation at the U.S. Patent and Trademark Office
or the U.S. Copyright Office, with any patent or trademark registry outside of the United States or otherwise, as appropriate.
Whether or not Grantor executes such a Notice reflecting new Intellectual Property, Grantor hereby irrevocably appoints PFG as
its lawful attorney-in-fact without any further authorization to file such notices, liens or other instruments as may be customary
from time to time for PFG to perfect security interests in Grantor’s Intellectual Property. With respect to the power of
attorney granted in the attached Domain Rights Collateral Agreement and Notice, so long as no default has occurred and is continuing
under the Loan Documents, PFG shall not take any action referenced therein in the name of Grantor.


 


[Signature Page Follows]


  






     

     


    

 





	Address of Grantor:	BORQS Hong Kong Limited
















Office B, 21/F, Legend Tower


7 Shing Yip Street, Kwun Tong


Kowloon, Hong Kong







  


	 	By:	/s/ Pat Sek Yuen Chan
	 	 	 
	 	Name: 	 Pat Sek Yuen Chan
	 	 	 
	 	Title:	Sole Director
	 	 	 
	 	By:  	 
	 	 	 
	 	Name: 	 
	 	 	 
	 	Title: 	Director


 





	Address of PFG:	PARTNERS FOR GROWTH V, L.P.
	Partners for Growth V, L.P.	 
	1660 Tiburon Blvd., Suite D	 
	Tiburon, California 94920	 


  


	 	By:  	/s/ Geoffrey Allan
	 	 	 
	 	Name: 	Geoffrey Allan




	 	 	 
	 	Title:	Manager, Partners
for Growth V, LLC




	 	Its:	 General Partner






 


Intellectual Property
Security Agreement Signature Page


 



     

     


    

 





SCHEDULE A


 

BORQS Hong Kong Limited


 


Trademark Schedule


 


	Serial Number -

                                                                                Registration Number
	 	Date	 	Mark	 	Owner
	 	 	 	 	 	 	 
	None at Effective Date	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 






     

     


    

 


SCHEDULE B


 


BORQS Hong Kong Limited


 


Patent Schedule


 


	Patent/Application Number	 	Title	 	Owner
	 	 	 	 	 
	None at Effective Date	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 





 






     

     


    

 


SCHEDULE C


 


BORQS Hong Kong Limited


 


COPYRIGHTS


 


	Copyright Number	 	Date	 	Title / Work	 	Owner
	 	 	 	 	 	 	 
	None at Effective Date	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





 






     

     


    

 


SCHEDULE D


 


BORQS Hong Kong Limited


 


	Domain Name	 	Domain Host	 	Admin Contact	 	Owner	 	Expiry
	
        borqs.com
	 	
        www.verio.com
	 	
        Steve Lee

        +86-139-0139-5984
	 	Borqs Hong Kong Ltd. (by assignment from Pat Chan)	 	
        July 5, 2020

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





 






     

     


    

 


TRADEMARK COLLATERAL AGREEMENT AND NOTICE


 


This Trademark Collateral Agreement
and Notice dated as of April 30, 2018 (“Trademark Agreement”), is between BORQS Hong Kong Limited, a private company
limited by shares under Hong Kong law, registered with the Companies Registry under number 1151010 and with its principal address
at Office B, 21/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong (“Assignor”) and Partners
for Growth V, L.P., 1660 Tiburon Blvd., Suite D, Tiburon, California 94920 (“Assignee”) pursuant to a Loan and
Security Agreement, an Intellectual Property Security Agreement of even date herewith by and among Assignor and Assignee (the “IP
Security Agreement”) and pursuant to certain other loan documents referenced therein (collectively, the “Loan
Documents”).


 


WHEREAS, Assignor is the owner
of certain trademarks, including all federal applications and/or registrations therefor, together with the goodwill of the business
connected with the use of and symbolized thereby, as listed on Exhibit 1 hereto (the “Marks”); and


 


WHEREAS, Assignee has agreed to extend certain
credit to Assignor on condition that the Assignor pledge and grant to Assignee as collateral for the Obligations (as defined in
the Loan Documents) a security interest and lien in and to the Marks and all proceeds thereof and all other related claims and
rights as more fully described in the IP Security Agreement in favor of the Assignee, by and among Assignor and Assignee;


 


NOW THEREFORE, for good and valuable consideration,
as security for the due and timely payment and performance of the Obligations, Assignor hereby pledges and grants to Assignee a
security interest and lien in and to the Marks and all proceeds thereof and gives notice of such security interest and the existence
of such Security Agreement providing therefor.


 


Executed as of the date first above written.


 





	Assignor:	Assignee:
	BORQS Hong Kong Limited	PARTNERS FOR GROWTH V, L.P. 







 


	 	 	 	 	 
	 	 	 	 	 
	By	/s/
                                         Pat Sek Yuen Chan



	 	 	 
		 	 	By	/s/
                                         Geoffrey Allan




	Name: 	Pat Sek Yuen Chan	 	 	 
		 	 	Name:  	Geoffrey Allan
	Title: 	Sole Director	 	 
	 	 	 	Title:	Manager, Partners for Growth V, LLC
	 	 	 	 	Its General Partner
	By	 	 	 
		 	 	 	 
	Name: 	 	 	 	 
		 	 	 	 
	Title: 	Director	 	 	 










 






     

     


    

 


EXHIBIT 1


 


BORQS Hong Kong Limited


 


Trademark Schedule


 


	Serial Number - Registration Number	 	Date	 	Mark	 	Owner
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 






     

     


    

 


PATENT COLLATERAL AGREEMENT AND NOTICE


 


This Patent Collateral Agreement
and Notice dated as of April 30, 2018 (“Patent Agreement”), is between BORQS Hong Kong Limited, a private company limited
by shares under Hong Kong law, registered with the Companies Registry under number 1151010 and with its principal address at Office
B, 21/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong (“Assignor”) and Partners for Growth
V, L.P., 1660 Tiburon Blvd., Suite D, Tiburon, California 94920 (“Assignee”) pursuant to a Loan and Security Agreement,
an Intellectual Property Security Agreement of even date herewith by and among Assignor and Assignee (the “IP Security
Agreement”) and pursuant to certain other loan documents referenced therein (collectively, the “Loan Documents”).


 


WHEREAS, Assignor is the owner of certain
United States patents and/or patent applications as listed on Exhibit 1 hereto (the “Patents”); and


 


WHEREAS, Assignee has agreed to extend certain
credit to Assignor on condition that the Assignor pledge and grant to Assignee as collateral for the Obligations (as defined in
the Loan Documents) a security interest and lien in and to the Patents and all proceeds thereof and all other related claims and
rights as more fully described in the IP Security Agreement in favor of the Assignee, by and among Assignor and Assignee;


 


NOW THEREFORE, for good and valuable consideration,
as security for the due and timely payment and performance of the Obligations, Assignor hereby pledges and grants to Assignee a
security interest and lien in and to the Patents and all proceeds thereof and gives notice of such security interest and the existence
of the IP Security Agreement providing therefor.


 


Executed as of the date first above written.


 





	Assignor:	Assignee:
	BORQS Hong Kong Limited	PARTNERS FOR GROWTH V, L.P. 







 





	By	/s/ Pat Sek Yuen
    Chan 	 	By	/s/ Geoffrey
    Allan
		 	 	 	 
	Name:	Pat Sek Yuen Chan	 	Name:  	Geoffrey Allan 
		 	 	 	 
	Title:	Sole Director	 	Title:	Manager, Partners for Growth V, LLC
	 	 	 	Its	General Partner
	 	 	 	 	 
	By	 	 	 	 
		 	 	 	 
	Name:	 	 	 	 
		 	 	 	 
	Title:	Director	 	 	 







  






     

     


    

 


EXHIBIT 1


 


BORQS Hong Kong Limited


 


Patent Schedule


 


	Patent/Application Number	 	Title	 	Owner
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 





 






     

     


    

 


COPYRIGHT COLLATERAL AGREEMENT AND NOTICE


 


This Copyright Collateral Agreement
and Notice dated as of April 30, 2018 (“Copyright Agreement”), is between BORQS Hong Kong Limited, a private company
limited by shares under Hong Kong law, registered with the Companies Registry under number 1151010 and with its principal address
at Office B, 21/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong (“Assignor”) and Partners
for Growth V, L.P., 1660 Tiburon Blvd., Suite D, Tiburon, California 94920 (“Assignee”) pursuant to a Loan and
Security Agreement, an Intellectual Property Security Agreement of even date herewith by and among Assignor and Assignee (the “IP
Security Agreement”) and pursuant to certain other loan documents referenced therein (collectively, the “Loan
Documents”).


 


WHEREAS, Assignor is the owner of certain
copyrightable works which are the subject of United States copyright registrations and/or copyright applications as listed on Exhibit
1 hereto (the “Copyrights”); and


 


WHEREAS, Assignee has agreed to extend certain
credit to Assignor on condition that the Assignor pledge and grant to Assignee as collateral for the Obligations (as defined in
the Loan Documents) a security interest and lien in and to the Copyrights and all proceeds thereof and all other related claims
and rights as more fully described in the IP Security Agreement in favor of the Assignee, by and among Assignor and Assignee;


 


NOW THEREFORE, for good and valuable consideration,
as security for the due and timely payment and performance of the Obligations, Assignor hereby pledges and grants to Assignee a
security interest and lien in and to the Copyrights and all proceeds thereof and gives notice of such security interest and the
existence of the IP Security Agreement providing therefor.


 


Executed as of the date first above written.


 


	Assignor:	 	Assignee:
	BORQS
    Hong Kong Limited	 	PARTNERS
    FOR GROWTH V, L.P. 
	 	 	 	 	 
	By	/s/
    Pat Sek Yuen Chan 	 	By	/s/ Geoffrey
    Allan
		 	 	 	 
	Name:	Pat
    Sek Yuen Chan 	 	Name:  	Geoffrey
    Allan 
		 	 	 	 
	Title:	Sole
    Director 	 	Title:	Manager,
    Partners for Growth V, LLC
	 	 	 		Its
    General Partner
	By	 	 	 	 
		 	 	 	 
	Name:
    	 	 	 	 
		 	 	 	 
	Title:	Director	 	 	 





 






     

     


    

 


EXHIBIT 1


 





BORQS Hong Kong Limited




COPYRIGHT SCHEDULE


 


	Copyright Number	 	Date	 	Title / Work	 	Owner
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





 






     

     


    

 


DOMAIN RIGHTS COLLATERAL AGREEMENT AND
NOTICE


 


This Domain Rights Collateral
Agreement and Notice dated as of April 30, 2018 (“Domain Agreement”), is between BORQS Hong Kong Limited, a private
company limited by shares under Hong Kong law, registered with the Companies Registry under number 1151010 and with its principal
address at Office B, 21/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong (“Assignor”) and Partners
for Growth V, L.P., 1660 Tiburon Blvd., Suite D, Tiburon, California 94920 (“Assignee”) pursuant to a Loan and
Security Agreement, an Intellectual Property Security Agreement of even date herewith by and among Assignor and Assignee (the “IP
Security Agreement”) and pursuant to certain other loan documents referenced therein (collectively, the “Loan
Documents”).


 


WHEREAS, Assignor is the owner of certain
Domain Rights as defined in the Loan Documents which are, as of the date hereof, as listed on Exhibit 1 hereto (the “Domain
Rights”); and


 


WHEREAS, Assignee has agreed to extend certain
credit to Assignor on condition that the Assignor pledge and grant to Assignee as collateral for the Obligations (as defined in
the Loan Documents) a security interest and lien in and to the Domain Rights and all proceeds thereof and all other related claims
and rights as more fully described in the IP Security Agreement in favor of the Assignee, by and among Assignor and Assignee;


 


NOW THEREFORE, for good and valuable consideration,
as security for the due and timely payment and performance of the Obligations: (1) Assignor hereby pledges and grants to Assignee
a security interest and lien in and to the Domain Rights and all proceeds thereof and gives notice of such security interest and
the existence of the IP Security Agreement providing therefor; and (2) Assignor hereby irrevocably appoints PFG as its lawful attorney-in-fact
without any further authorization to take any action and file any notice on behalf of Assignor that Assignor itself could file
in respect of its Domain Rights, including without limitation, to transfer Domain Rights, change administrative contacts in respect
of Domain Rights, maintain Domain Rights, and provide instructions to domain hosting services and any domain name registrars.


 


Executed as of the date first above written.


 


	Assignor:	Assignee:
	BORQS Hong Kong Limited	PARTNERS FOR GROWTH V, L.P. 



 


	By	/s/
    Pat Sek Yuen Chan	 	By	/s/
    Geoffrey Allan 
		 	 	 	 
	Name:	Pat
    Sek Yuen Chan	 	Name:  	Geoffrey
    Allan 
		 	 	 	 
	Title:	Sole
    Director 	 	Title:	Manager,
    Partners for Growth V, LLC
	 	 	 		Its
    General Partner
	By	 	 	 	 
		 	 	 	 
	Name:
    	 	 	 	 
		 	 	 	 
	Title:	Director	 	 	 


  






     

     


    

 





EXHIBIT 1


 


BORQS Hong Kong Limited


 


 


	Domain Name	 	Domain Host	 	Admin Contact	 	Owner	 	Expiry
	
        borqs.com
	 	
        www.verio.com
	 	
        Steve Lee

        +86-139-0139-5984
	 	Borqs Hong Kong Ltd. (by assignment from Pat Chan)	 	
        July 5, 2020