EXHIBIT 10.23


 


	Date:
        30 April 2018

         

        BORQS
        International Holding Corp

        as
        Chargor

         

        Partners
        for Growth V, L.P.

        as
        Lender

         

         

         

         

         

         

         

         

        

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

	DEBENTURE
        

         

        (constituting
        a fixed and floating charge over all the assets of

        BORQS
        International Holding Corp)






  






    	Debenture		 



     


    

 


THIS
DEED (this “Deed”) is made as a deed this 30 day of April 2018,


 


BETWEEN:


 


		(1)	BORQS
                                         INTERNATIONAL HOLDING CORP, a company duly incorporated and validly existing under
                                         and by virtue of the Laws of The Cayman Islands, registered under company number 192127
                                         and with registered office address at P.O.
                                         Box 309, Ugland House, Grand Cayman KY1-1104 (the “Chargor”);
                                         and



 


		(2)	PARTNERS
                                         FOR GROWTH V, L.P., a Delaware limited partnership, with its principal place of business
                                         at 1660 Tiburon Blvd., Suite D, Tiburon, CA 94920 USA (the “Lender”).



 


IT
IS AGREED as follows:


 


		1.	Definitions
                                         and Interpretation



 


		1.1.	Definitions



 


Unless
otherwise defined herein, capitalised terms used in this Deed have the meaning given to such terms in the Loan Agreement (as defined
below). In addition, in this Deed unless the context otherwise requires, the following expressions shall have the following meanings:


 


“Bank
Accounts” means all present and future bank accounts held in the name of the Chargor from time to time, including but
not limited to the bank accounts listed in Schedule 1 hereto;


 


“Charged
Assets” means all assets listed in Clause 2.2, excluding
any Excluded Property;


 


“CPO”
means the Conveyancing and Property Ordinance (Cap. 219 of the Laws of Hong Kong);


 


“Encumbrance”
means any mortgage, charge, pledge, lien (otherwise than arising by statute or operation of law) or other encumbrance, priority
or security interest, deferred purchase, title retention, leasing, sale-and-repurchase, sale-and-leaseback arrangement whatsoever
over or in any property, assets or rights or interest of whatsoever nature or any agreement for any of the same;


 


“Exchange
Rate” means the rate for converting one currency into another currency which the Lender determines to be prevailing
in the relevant foreign exchange market at the relevant time, such determination to be conclusive and binding (except in the case
of manifest error);


 


“Guarantee”
means the Hong Kong law deed of guaranty and indemnity dated on or about the date hereof between the Chargor and the Lender;


 


“HK$”
means Hong Kong Dollars, the lawful currency for the time being of Hong Kong;


 


“Hong
Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;


 


“Loan
Agreement” means the California law loan and security agreement dated on or about the date hereof between the Lender
as lender and BORQS Hong Kong Limited as the borrower;


 






    	Debenture	1 



     


    

 


“Party”
means a party to this Deed;


 


“Receiver”
means each of the receivers and/or receivers and managers appointed under this Deed, any of the other Loan Documents or under
the powers conferred on the Lender by any law or regulation whether appointed simultaneously or to act jointly and/or severally
or to act in place of any one or more receivers and/or receivers and managers previously appointed under this Deed or otherwise,
and includes all delegates, attorneys or agents of any such Receiver;


 


“Secured
Obligations”means all present and future obligations and liabilities of the Chargor, BORQS Hong Kong Limited and
any other person to the Lender under the Loan Agreement, the Guarantee, this Deed and the other Loan Documents, whether actual
or contingent and whether owed or incurred alone or jointly and/or severally with another and as principal or as surety or in
any other capacity or of any nature;


 


“Security”
means the Encumbrances created by or pursuant to this Deed;


 


“Security
Period” means the period beginning on the date of this Deed and ending on the date on which all the Secured Obligations
have been unconditionally and irrevocably paid and discharged in full and the Lender has no further commitment under or pursuant
to the Loan Documents; and


 


“Shares”
means the assets listed in Clause 2.2(a)(ii), including
but not limited to the shares listed in Schedule 1 hereto, but excluding any Excluded Property.


 


		1.2.	Construction



 


Any
reference in this Deed to:


 


		(a)	the
                                         Lender or the Chargor or any other person includes its respective successors
                                         in title, permitted assigns and/or permitted transferees;



 


		(b)	a
                                         Clause is a reference to a clause of this Deed;



 


		(c)	this
                                         Deed, the Loan Agreement, the Guarantee or any other agreement
                                         or document is a reference to this Deed, the Loan Agreement, the Guarantee
                                         or such other agreement or document as the same may have been, or may from time to time
                                         be, amended, varied, supplemented or novated;



 


		(d)	the
                                         Secured Obligations includes a reference to any part of them;



 


		(e)	the
                                         singular shall include the plural and vice versa;



 


		(f)	a
                                         person includes any person, firm, company, corporation, government, state or agency
                                         of a state or any association, trust or partnership (whether or not having a separate
                                         legal personality) and any other entity or two or more of the foregoing; and



 


		(g)	any
                                         statute or statutory provision or ordinance shall include any statute or statutory provision
                                         or ordinance which amends, extends, consolidates or replaces the same (whether before
                                         or after the date of this Deed) or which has been amended, extended, consolidated or
                                         replaced by the same and shall include any order, regulation, instrument or other subordinate
                                         legislation made under the relevant statute or statutory provision or ordinance.



 


Apart
from a permitted assignee of the Lender pursuant to Clause 20.3, a person who is not a party to this Deed has no rights under
the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the laws of Hong Kong) to enforce or enjoy the benefit of any term
of this Deed.


 



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		2.	Grant
                                         of Security



 


		2.1.	Covenant
                                         to Pay



 


The
Chargor covenants to pay and discharge in full the Secured Obligations on demand made by the Lender at any time and to provide
cash cover on demand in respect of any contingent or future obligations.


 


		2.2.	Charge



 


As
continuing security for the payment and discharge of the Secured Obligations, the Chargor agrees to charge and hereby charges
to the Lender:


 


		(a)	by
                                         way of first fixed charge:



 


		(i)	all
                                         present and future book and other debts, receivables, monies, revenues, royalties, claims
                                         and things in action due or owing to or purchased or otherwise acquired by the Chargor
                                         (including all credit balances and deposits of the Chargor with the Lender or any other
                                         bank or financial institution and any monies credited to any suspense account by the
                                         Lender, together with the debts represented by them, and any surplus arising on a realisation
                                         of any Encumbrance whether in favour of the Lender or any other person), the proceeds
                                         of the same, all legal, beneficial or equitable interests and rights in trust (including
                                         any beneficial interest, claim or entitlement in or to the assets of any occupational
                                         retirement scheme belonging to or held by the Chargor, the benefit of all discretionary
                                         payments and the proceeds of any claim or receivable of the Chargor not itself capable
                                         of being charged and the full benefit of all guarantees, indemnities, Encumbrances, rights
                                         of set-off, security reservations of proprietary rights, rights of tracing and all other
                                         rights and remedies in respect of the same or otherwise);



 


		(ii)	all
                                         present and future shares, namely all right, title and interest held by the Chargor in
                                         and to all stocks, shares, debentures, bonds or other securities or investments and all
                                         other interests of the Chargor in any person and all rights, benefits and advantages
                                         arising in respect of or incidental to the same;



 


		(iii)	all
                                         present and future uncalled capital, goodwill and all patents, patent applications, inventions,
                                         trademarks and service marks and applications therefor, trade names, registered designs,
                                         copyrights, know-how and other intellectual property rights held by the Chargor and all
                                         licences and all rights, benefits and advantages arising in respect of or incidental
                                         to the same;



 






    	Debenture	3 



     


    

 


		(iv)	all
                                         present and future real property and all rights and interests in or affecting land (or
                                         the proceeds of sale of land or the documents of title to land) of the Chargor and all
                                         buildings, structures, fixtures (including trade fixtures), owned by the Chargor, including
                                         the full benefit of all Encumbrances, options, agreements, rights and interests of the
                                         Chargor over or affecting land of the Chargor and all fixed plant, other plant, machinery,
                                         fittings and equipment and all other chattels now or at any time after the date of this
                                         Deed belonging to the Chargor and its interest in any plant, machinery, equipment or
                                         chattels in its possession, including the benefit of all contracts and warranties relating
                                         to the same (excluding any of the same for the time being forming part of its stock in
                                         trade or work in progress);



 


		(v)	all
                                         present and future rights under any sale or purchase agreements and distributorship or
                                         any similar agreements entered into by it, any letters of credit issued in its favour
                                         and all bills of exchange and other negotiable instruments held by it;



 


		(vi)	all
                                         present and future benefits of all licences, quota, consents and authorities (statutory
                                         or otherwise) held in connection with its business or the use of any asset charged by
                                         any other sub-paragraph in this Clause 2.2 and the right to recover and receive all proceeds
                                         and/or compensation which may be payable to it in respect of them; and



 


		(vii)	all
                                         present and future benefits in respect of all contracts and policies of insurance of
                                         whatever nature which are from time to time taken out by or on behalf of the Chargor
                                         or (to the extent of such interest) in which the Chargor has an interest and all claims
                                         and returns of premiums in respect of them; and



 


		(b)	by
                                         way of first floating charge, the undertaking and all present and future property, assets
                                         and rights of the Chargor, whatsoever and wheresoever not otherwise effectively charged
                                         by way of first fixed charge by Clause 2.2(a),



 


in
each case, excluding any Excluded Property, and provided that if any asset cannot be secured without consent of a third party,
this Agreement will constitute security over all proceeds and other amount receivable from such asset.


 


		2.3.	Crystallisation



 


The
Lender may, by notice in writing to the Chargor, convert the floating charge referred to in Clause 2.2(b) into a specific fixed
charge as regards all or part of the Charged Assets described therein, if an Event of Default has occurred and is continuing,
or the Lender considers those assets to be in danger of being seized or sold under any distress, execution or sequestration or
to be otherwise in jeopardy.


 






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The
floating charge referred to in Clause 2.2(b) shall (in addition to the circumstances in which the same shall occur under general
law) automatically be converted into a specific fixed charge:


 


		(c)	if
                                         the Chargor takes steps to create any subsequent Encumbrance (other than Permitted Liens)
                                         on any of the Charged Assets without the prior approval of the Lender;



 


		(d)	on
                                         the convening of any meeting of the members of the Chargor to consider a resolution to
                                         wind up the Chargor (or not to wind up the Chargor);



 


		(e)	immediately
                                         prior to the presentation of a petition (other than a frivolous or vexatious petition)
                                         to wind up the Chargor; or



 


		(f)	if
                                         any person levies or attempts to levy distress, execution or sequestration against any
                                         of the Charged Assets.



 


		2.4.	Documents
                                         Supporting Security



 


In
furtherance of the Security created under this Deed, the Chargor shall at its own cost, deliver or procure that there shall be
delivered to the Lender the following (in each case, in form and substance satisfactory to the Lender):


 


		(a)	any
                                         documents necessary or conducive to enable the Lender to register such Charged Assets
                                         in its name or in the name of its nominee(s); and



 


		(b)	all
                                         documents necessary and satisfactory to the Lender in order to effect a valid transfer
                                         of any Charged Assets following an Event of Default.



 


		2.5.	Registration



 


The
Chargor shall at its own cost:


 


		(a)	immediately
                                         after the execution of this Deed, enter particulars of the Security in its register of
                                         mortgages and charges (“Register of Mortgages and Charges”) maintained
                                         at its registered office in the Cayman Islands pursuant to section 54 of the Companies
                                         Law (2013 Revision) of the Cayman Islands;



 


		(b)	promptly
                                         and in any event within three (3) Business Days from and including the date of execution
                                         of this Deed,
                                         deliver or procure that there shall be delivered to the Lender:



 


		(i)	a
                                         certified copy of the updated Register of Mortgages and Charges recording the particulars
                                         of the Security; and



 


		(ii)	a
                                         copy of the written notice of charge to each bank where Bank Accounts are held substantially
                                         in the form as set out in Schedule 2 hereto; and



 


		(c)	use
                                         its best efforts to obtain written acknowledgement of the notice(s) sent in accordance
                                         with Clause 2.5(b)(ii) by each relevant bank as soon as practical after the date of execution
                                         of this Deed.



 






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		3.	Continuing
                                         Security



 


		(a)	The
                                         Security is continuing and shall extend to the ultimate balance of all the Secured Obligations
                                         regardless of any intermediate payment or discharge in whole or in part. This Deed shall
                                         remain in full force and effect as a continuing security for the duration of the Security
                                         Period.



 


		(b)	This
                                         Deed is in addition to, without prejudice to, and shall not merge with, any other right,
                                         remedy, guarantee or Encumbrance which the Lender may at any time hold for any Secured
                                         Obligation.



 


		(c)	This
                                         Deed may be enforced against the Chargor without the Lender first having to take recourse
                                         to any other right, remedy, guarantee or Encumbrance held by or available to it.



 


		4.	Covenants



 


		4.1.	General
                                         Covenants



 


The
Chargor covenants that it will observe and perform each of the following covenants and undertakings in relation to its business,
property and assets or (as the case may be) the Charged Assets, except as expressly permitted under the Loan Documents:


 


		(a)	conduct
                                         and carry on its business in a proper and efficient manner and not make any substantial
                                         alteration in the nature or mode of conduct of its business;



 


		(b)	keep
                                         or cause to be kept proper books of accounts relating to its business and from time to
                                         time within a reasonable time after being requested by the Lender, furnish the Lender
                                         with such information about the assets, business and financial condition of the Chargor
                                         as the Lender may require;



 


		(c)	use
                                         commercially reasonable endeavours to duly and punctually pay and discharge all debts,
                                         obligations and liabilities, and all rents, rates, taxes, outgoings and impositions payable
                                         in respect of any premises now or from time to time after the date of this Deed owned,
                                         tenanted, occupied or used by the Chargor and, when required, produce to the Lender receipts
                                         or other evidence satisfactory to the Lender that such payments have been made, or (as
                                         the case may be) such obligations and liabilities have been discharged;



 


		(d)	(i)
                                         use commercially reasonable endeavours to take all steps to maintain, preserve and protect
                                         its revenues and assets (tangible and intangible) and maintain and (where applicable)
                                         take out insurances in respect of its business, undertaking, property and assets and
                                         against such risks and contingencies as is prudent (given the industry practice in relation
                                         to the business, undertaking, property or asset concerned) with the interest of the Lender
                                         noted on the policies and with the policies containing such provisions for the benefit
                                         of the Lender as the Lender may require; (ii) on demand produce to the Lender the policies
                                         of such insurances and proof of payment of all premiums and other monies necessary for
                                         effecting and keeping such insurances; and (iii) immediately upon receipt pay to the
                                         Lender and pending such payment hold on trust for the Lender all monies received by the
                                         Chargor by virtue of any insurances maintained or effected by it (whether or not effected
                                         pursuant to the above) for application in making good the loss or damage in respect of
                                         which such monies are received or, at the option of the Lender, for payment to such account(s)
                                         as the Lender may specify;



 






    	Debenture	6 



     


    

 


		(e)	if
                                         so required by the Lender, give notice (in such form as the Lender may require) to any
                                         person requiring payment into such account(s) as the Lender may specify of all monies
                                         due or to become due to the Chargor from that person;



 


		(f)	deposit
                                         with the Lender all certificates and documents of title, duly executed transfers and
                                         any other documents relating to the Charged Assets as the Lender may from time to time
                                         require;



 


		(g)	use
                                         its commercially reasonable endeavours to observe and perform all covenants and stipulations
                                         (under any agreement, law, regulation or otherwise) from time to time affecting any of
                                         the Charged Assets, take such action as may from time to time be necessary or desirable
                                         to preserve and maintain the Charged Assets or any registration thereof, and not do or
                                         omit to be done any act, matter or thing whereby any provision of any applicable law,
                                         decree, order or regulation from time to time affecting any of the Charged Assets is
                                         infringed;



 


		(h)	if
                                         requested to do so by the Lender, make entries in any public register or give such notices
                                         as the Lender may consider appropriate to record the existence of this Deed, any security
                                         created by it or the restrictions contained in it;



 


		(i)	not
                                         declare any dividends or pay any similar distribution to shareholders or redeem or purchase
                                         its own shares unless explicitly permitted under the Loan Agreement or with the prior
                                         written consent of the Lender;



 


		(j)	inform
                                         the Lender immediately on contracting to purchase any estate or interest in real property
                                         and provide to the Lender such information in relation to the same as the Lender may
                                         from time to time require;



 


		(k)	keep
                                         all its buildings and erections and all the plant, machinery, equipment, accessories,
                                         fixtures, fittings, vehicles and other effects and every part of them in good and substantial
                                         repair and in good working order and condition, and not to pull down or remove any of
                                         the same without the prior written consent of the Lender;



 


		(l)	not
                                         make any application under the Buildings Ordinance (Cap. 123 of the Laws of Hong Kong)
                                         to carry out any development of any of the immovable property for the time being owned
                                         by the Chargor;



 


		(m)	not
                                         call up or receive in advance of calls any of the uncalled capital for the time being
                                         of the Chargor;



 


		(n)	not
                                         continue its existence in a jurisdiction outside of the Cayman Islands or attempt or
                                         resolve to do so; and



 






    	Debenture	7 



     


    

 


		(o)	generally
                                         not to do or cause or permit to be done anything which may in any way jeopardise or otherwise
                                         prejudice the value of the Charged Assets as a whole or the Security and not (without
                                         the prior written consent of the Lender) incur any expenditure or liabilities of an exceptional
                                         or unusual nature.



 


		4.2.	Negative
                                         pledge and Disposals



 


The
Chargor shall not do or agree to do any of the following without the prior written consent of the Lender, except as expressly
permitted under the Loan Documents:


 


		(a)	create
                                         or permit to subsist any Encumbrance on any Charged Asset other than Permitted Liens;



 


		(b)	sell,
                                         transfer, lease, lend or otherwise dispose of (whether by a single transaction or a number
                                         of transactions and whether related or not) the whole or any part of its interest in
                                         any Charged Asset (other than the Charged Assets subject to the floating charge under
                                         Clause 2.2(b)); or



 


		(c)	take
                                         or permit the taking of any action which may result in the rights attaching to any Charged
                                         Asset being altered.



 


		4.3.	Subsequent
                                         Encumbrances



 


If
the Lender receives notice (actual or otherwise) of any subsequent Encumbrance, assignment or other disposition affecting the
Charged Assets or any interest in the Charged Assets or the proceeds of sale thereof, the Lender shall be deemed to have opened
a new account when such notice was received and as from that time all payments in respect of or on account of the Secured Obligations
shall be deemed to have been credited to the new account and shall not, as between the Chargor and the Lender, operate to reduce
the amount of the Secured Obligations outstanding when such notice was received.


 


		4.4.	Lien



 


The
Lender shall have and shall be authorised to exercise a lien over all property of the Chargor (excluding any Excluded Property)
coming into the possession or control of the Lender, for custody or any other reason and whether or not in the ordinary course
of banking business, with power for the Lender to sell such property to satisfy the Secured Obligations if an Event of Default
has occurred and is continuing.


 


		4.5.	Voting
                                         Rights and Dividends



 


		(a)	Until
                                         an Event of Default occurs, the Chargor shall be entitled to:



 


		(i)	receive
                                         and retain all dividends, distributions and other monies paid on or derived from the
                                         Shares; and



 


		(ii)	exercise
                                         all voting and other rights and powers attaching to the Shares, provided that it must
                                         not do so in a manner which has the effect of changing the terms of the Shares (or any
                                         class of them) or of any related rights or is prejudicial to the interests of the Lender.



 






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		(b)	At
                                         any time following the occurrence of an Event of Default, the Lender may effectuate the
                                         transfer for all or any Shares on behalf of the Chargor in favour of itself or such other
                                         person as it may select and all dividends, interest payments, distributions of an income
                                         nature or other monies which may be paid on or in respect of the Shares, if received
                                         by the Chargor or its nominee(s), shall be paid over to (and pending such payment shall
                                         be held on trust for) the Lender and may be applied, at the discretion of the Lender,
                                         in or towards discharging the Secured Obligations.



 


		5.	Further
                                         Assurances



 


		5.1.	Further
                                         action



 


The
Chargor shall, at its own expense, promptly on request do all acts and execute all documents as the Lender or a Receiver may reasonably
specify (and in such form as the Lender or a Receiver may reasonably require) for:


 


		(a)	creating,
                                         perfecting or protecting the Security intended to be created by this Deed or any other
                                         Loan Document;



 


		(b)	facilitating
                                         the realisation of any Charged Asset;



 


		(c)	facilitating
                                         the exercise of any rights, powers and remedies exercisable by the Lender, or any Receiver
                                         or any delegate in respect of any Charged Asset or provided by or pursuant to the Loan
                                         Documents or by law; or



 


		(d)	creating
                                         and perfecting Security in favour of the Lender over any Charged Asset located in any
                                         jurisdiction outside Hong Kong equivalent or similar to the Security intended to be created
                                         by or pursuant to this Deed or any other Loan Document.



 


This
includes:


 


		i.	the
                                         re-execution of this Deed or such Loan Document;



 


		ii.	the
                                         execution of any legal mortgage, charge, transfer, conveyance, assignment, assignation
                                         or assurance of any property, whether to the Lender or to its nominee; and



 


		iii.	the
                                         giving of any notice, order or direction and the making of any filing or registration,



 


which,
in any such case, the Lender may think expedient.


 


		5.2.	Loan
                                         Documents



 


The
Chargor shall take all such action as is available to it (including making all filings and registrations) as may be necessary
for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on
the Lender by or pursuant to the Loan Documents.


 






    	Debenture	9 



     


    

 


		6.	Power
                                         to remedy



 


		6.1.	Power
                                         to remedy



 


If
at any time the Chargor does not comply with any of its obligations under this Deed, the Lender (without prejudice to any other
rights arising as a consequence of such non-compliance) shall be entitled (but not bound) to rectify that default. The Chargor
irrevocably authorises the Lender and its employees and agents by way of security to do all things which are necessary or desirable
to rectify that default.


 


		6.2.	Mortgagee
                                         in possession



 


The
exercise of the powers of the Lender under this Clause 6 shall not render it liable as a mortgagee in possession.


 


		6.3.	Monies
                                         expended



 


The
Chargor shall pay to the Lender on demand any monies which are expended by the Lender in exercising its powers under this Clause
6 together with interest at the Default Rate from the date on which those monies were expended by the Lender (both before and
after judgment).


 


		7.	Representations
                                         and Warranties



 


		7.1.	Representations
                                         and Warranties



 


The
Chargor represents and warrants to the Lender in addition to any warranties implicit under any applicable law that:


 


		(a)	it
                                         is duly incorporated and validly existing under its place of incorporation as a limited
                                         liability company with power to carry on its business as it is now being conducted and
                                         to own its assets and is in good standing;



 


		(b)	it
                                         has the power and authority to enter into and perform this Deed and no limitation on
                                         its powers will be exceeded by doing so;



 


		(c)	this
                                         Deed constitutes its legal, valid and binding obligations, enforceable in accordance
                                         with its terms (except as enforcement may be limited by equitable principles and by bankruptcy,
                                         insolvency, reorganization, moratorium or similar Legal Requirements relating to creditors’
                                         rights generally);



 


		(d)	neither
                                         the execution of this Deed nor the creation of any of the charges contained in this Deed
                                         contravenes, or is inconsistent or in conflict with, any provision of its constitutional
                                         documents or any applicable enactment, law, decree, order, regulation, authorisation,
                                         franchise, consent, permit, security, instrument, agreement or document binding upon
                                         or affecting the Chargor or any of its undertaking, property, assets or rights;



 


		(e)	this
                                         Deed creates those Encumbrances it purports to create and is not liable to be avoided
                                         or otherwise set aside on the liquidation of the Chargor in whole or in part;



 






    	Debenture	10 



     


    

 


		(f)	the
                                         Chargor is now and will during the subsistence of this Deed be the sole legal and beneficial
                                         owner of the Charged Assets and has good title to (and has full right and authority to
                                         charge and assign under this Deed) the Charged Assets and the Charged Assets are free
                                         from any Encumbrance or other rights or interests in favour of third parties (other than
                                         the Security and Permitted Liens);



 


		(g)	as
                                         at the date of this Deed, the contents of Schedule 1 hereto, and the other information
                                         and reports furnished by the Chargor to the Lender in connection with the negotiation
                                         and preparation of this Deed and/or in connection with the advance or continuance of
                                         any facilities are true and accurate in all material respects, and not misleading and
                                         do not omit material facts and all reasonable enquiries have been made to verify the
                                         facts and statements contained in them; and



 


		(h)	no
                                         litigation, arbitration or administrative proceedings are current or, to its knowledge,
                                         pending or threatened, which might, if adversely determined, have a material adverse
                                         effect on the business or financial condition of the Chargor and its Subsidiaries (or
                                         any of them) or the ability of the Chargor to perform or discharge any of the Secured
                                         Obligations.



 


		7.2.	Times
                                         when Representations and Warranties are made



 


The
representations and warranties set out in this Clause 7 are:


 


		(a)	made
                                         on the date of this Deed; and



 


		(b)	except
                                         for Clause 7.1(g), deemed to be repeated by the Chargor every day with reference to the
                                         facts and circumstances then existing until this Deed is discharged.



 


		7.3.	Acknowledgement
                                         of Reliance



 


The
Chargor acknowledges that the Lender has entered into this Deed in reliance upon the representations and warranties set out in
Clause 7.1.


 


		8.	Enforcement
                                         of Security



 


		8.1.	When
                                         Security becomes enforceable



 


The
Security (and any powers implied by statute) shall become immediately enforceable upon the occurrence of an Event of Default and
shall remain so for so long as such Event of Default is continuing.


 


		8.2.	Statutory
                                         powers



 


The
power of sale and other powers conferred to the Lender pursuant to the CPO (as amended or extended by this Deed) shall be immediately
exercisable upon and at any time after the occurrence of any Event of Default and for so long as such Event of Default is continuing.


 


		8.3.	Enforcement



 


After
the Security has become enforceable, the Lender may in its absolute discretion enforce all or any part of the Charged Assets in
such manner as it sees fit.


 






    	Debenture	11 



     


    

  


		8.4.	Powers
                                         on Enforcement



 


At
the same time as or at any time after this Deed has become enforceable, the Lender may, without prejudice to any other rights
available to the Lender in respect of the Secured Obligations or to any other security held for or in respect of the Secured Obligations:


 


		(a)	dispose
                                         of the Charged Assets or any part thereof in such manner and for such consideration (whether
                                         payable or deliverable immediately or by instalments) as the Lender considers appropriate;
                                         and/or



 


		(b)	effect
                                         the transfer of any and all of the Charged Assets into its name or the name(s) of its
                                         nominee(s) and/or without liability on the part of the Lender in the event of loss, act
                                         in all respects as the legal or beneficial owner of the Charged Assets and assume the
                                         management and control of any subsidiary companies; and/or



 


		(c)	apply
                                         all payments, dividends, interest payments, distributions or other monies accruing on
                                         the Charged Assets in or towards satisfaction of the Secured Obligations; and/or



 


		(d)	dispose
                                         of all or any of the Lender’s other rights under this Deed for such consideration
                                         (whether payable or deliverable immediately or by instalments) and in such manner as
                                         the Lender considers appropriate.



 


		8.5.	Statutory
                                         Restrictions



 


No
restrictions imposed by any applicable law on any immediate or other power of sale, application of proceeds or on any other right
or on the consolidation of mortgages or other Encumbrance shall apply to this Deed, the Lender or any Receiver or to any Encumbrance
given to the Lender pursuant to this Deed.


 


		8.6.	Valid
                                         Receipt



 


Upon
any such sale or other disposition and upon any other dealing or transaction under the provisions of this Deed, the receipt of
the Lender or any Receiver for the purchase money of the property or asset sold or for any other monies paid to or other consideration
received by the Lender or any Receiver shall effectually discharge the purchaser or person paying or giving the same therefrom
and from being concerned to see to the application or being answerable for the loss, non-application or mis-application thereof.


 


		8.7.	Protection
                                         of Third Party



 


No
person (including a purchaser) dealing with the Lender, any Receiver, their respective delegate or sub-delegate or any of their
respective agents will be concerned to enquire:


 


		(a)	whether
                                         the Secured Obligations have become payable;



 


		(b)	whether
                                         any power which the Lender or the Receiver is purporting to exercise has become exercisable;



 


		(c)	whether
                                         any money remains due under any Loan Document; or



 


		(d)	how
                                         any money paid to the Lender or to the Receiver is to be applied.



 






    	Debenture	12 



     


    

 


		8.8.	Exercise
                                         of Rights not Foreclosure



 


If
the Lender exercises the rights conferred on it by Clause 8.4, the same shall not be treated as an absolute appropriation of or
foreclosure on the Charged Assets to the exclusion of the Chargor and in extinguishment of its interests therein, unless the Lender
otherwise notifies the Chargor (whether before or after the relevant appropriation or foreclosure has been effected), in which
latter event any such appropriation or foreclosure shall be treated as a sale of the Charged Assets at a fair market value and
the Secured Obligations shall be reduced by an equivalent amount.


 


		8.9.	Lender
                                         may purchase Charged Assets



 


In
the event of any disposal pursuant to Clause 8.4, the Lender may itself purchase the whole or any part of the Charged Assets free
from any rights of redemption on the part of the Chargor which are hereby waived and released.


 


		8.10.	No
                                         Claims against the Lender



 


		(a)	The
                                         Chargor shall not have any right or claim against the Lender and the Lender shall not
                                         have any liability of any nature whatsoever to the Chargor or any other person in respect
                                         of any loss arising out of any disposal of the Secured Obligations or the disposal or
                                         exercise of any other rights under this Deed or any part thereof, however such loss may
                                         have been caused, and whether or not a better price could or might have been obtained
                                         on such disposal, by either deferring or advancing the date of such disposal or otherwise
                                         howsoever, except for any loss caused by the gross negligence or wilful misconduct of
                                         the Lender.



 


		(b)	Neither
                                         the Lender nor any Receiver shall be liable to account as a mortgagee in possession in
                                         respect of all or any part of the Charged Assets or be liable for any loss upon realisation
                                         or for any neglect, default or omission in connection with the Charged Assets to which
                                         a mortgagee or a mortgagee in possession might otherwise be liable.



 


		9.	Receivership



 


		9.1.	Appointment
                                         of Receiver



 


On
or at any time after the occurrence of an Event of Default or, if the Chargor so requests the Lender in writing, the Lender may,
without further notice, legal process or any other action with respect to the Chargor appoint any one or more persons to be a
Receiver under this Deed of all or any part of the Charged Assets and may from time to time fix his remuneration (which shall
be of such amount as may be agreed from time to time between the Lender and the Receiver) and may remove any Receiver so appointed
and/or appoint another in his place or in place of any Receiver whose appointment may for any reason have terminated.


 






    	Debenture	13 



     


    

 


		9.2.	Receiver
                                         Agent of the Chargor



 


Each
Receiver shall be the agent of the Chargor, and the Chargor shall be solely responsible for his acts or defaults and for his remuneration.


 


		9.3.	Rights
                                         of the Receiver



 


Each
Receiver shall have all the rights conferred on any mortgagee and/or receiver under the CPO as well as the following rights:


 


		(a)	to
                                         take possession of, collect and get in the Charged Assets, exercise all voting or other
                                         powers or rights available to a registered and/or beneficial (as appropriate) owner of
                                         the Charged Assets in such manner as such Receiver may think fit and to take, defend
                                         or abandon any proceedings in the name of the Chargor or otherwise as may seem expedient;



 


		(b)	to
                                         carry on or authorise or concur in carrying on the business or any part of the business
                                         of the Chargor and to manage, conduct, reconstruct, amalgamate or diversify the business
                                         of the Chargor or any part of it (including power to acquire, develop or improve properties
                                         or other assets) without being responsible for loss or damage;



 


		(c)	to
                                         raise or borrow money from or incur any other liability to the Lender or others on such
                                         terms with or without security as such Receiver may think fit and so that any such security
                                         may be or include a charge on the Charged Assets ranking in priority to this security
                                         or otherwise;



 


		(d)	to
                                         sell by public auction or private contract, let, surrender or accept surrenders, grant
                                         leases, options, rights of pre-emption, tenancies or licences or otherwise dispose of
                                         or deal with the Charged Assets in such manner, for such consideration and generally
                                         on such terms and conditions as such Receiver may think fit, with full power to convey
                                         or otherwise transfer such Charged Assets in the name of the Chargor or other estate
                                         owner. Any such consideration may be cash, debentures or other obligations, shares, stock
                                         or other consideration and may be payable immediately or by instalments spread over such
                                         period or periods as he shall think fit and so that any consideration received or receivable
                                         shall immediately be and become charged with the payment and discharge of the Secured
                                         Obligations. Plant, machinery, equipment, accessories and other fixtures and fittings
                                         may be severed and sold separately from any premises of the Chargor containing them and
                                         such Receiver may apportion any rent and the performance of any obligations affecting
                                         the premises sold without the consent of the Chargor;



 


		(e)	to
                                         promote the formation of companies with a view to such companies purchasing the Charged
                                         Assets or otherwise;



 


		(f)	to
                                         make any arrangement, settlement or compromise or enter into or complete, cancel, abandon
                                         or disregard any contracts which such Receiver shall think expedient in the interests
                                         of the Lender;



 


		(g)	to
                                         make and effect all repairs, renewals and improvements and to maintain, renew, take out
                                         or increase insurances in relation to the Charged Assets;



 






    	Debenture	14 



     


    

 


		(h)	to
                                         appoint and remunerate any person for any of the purposes of this Deed and/or to guard
                                         or protect the Charged Assets for such periods as such Receiver may determine and to
                                         dismiss the same or any other person appointed by the Chargor;



 


		(i)	to
                                         make calls, conditionally or unconditionally on the members of the Chargor, in respect
                                         of uncalled capital, with the same powers of enforcing payment of any calls so made as
                                         are, by the constitutional documents of the Chargor, conferred upon its directors and
                                         to the exclusion of the directors’ powers in that regard;



 


		(j)	to
                                         do anything which such Receiver shall think necessary or expedient to preserve, protect,
                                         maintain or manage the Charged Assets; and



 


		(k)	to
                                         sign any document, execute any deed (with authorisation to use the common seal of the
                                         Chargor for such purposes) and generally, on behalf and at the cost of the Chargor (notwithstanding
                                         liquidation of the Chargor or any similar event), to do or omit to do anything incidental
                                         to the matters referred to in this Clause 8.3 or to the realisation of this security
                                         or which the Chargor could do or omit to do in relation to the Charged Assets and to
                                         use the name of the Chargor for all the above purposes.



 


		9.4.	More
                                         Than One Receiver



 


If
more than one person is appointed as a Receiver under this Deed, such persons shall throughout the duration of their office (unless
the documents appointing them state otherwise) be entitled to exercise all or any of the powers conferred on a Receiver under
this Deed individually.


 


		10.	Sale of Charged Assets



 


		10.1.	Statutory
                                         Restrictions



 


No
restrictions imposed by any applicable law on any immediate or other power of sale, application of proceeds or on any other right
or on the consolidation of mortgages or other Encumbrances shall apply to this Deed, the Lender or any Receiver or to any Encumbrance
given to the Lender pursuant to this Deed.


 


		10.2.	Indemnity



 


Any
sale or other disposition by or on behalf of the Lender or any of its nominees or any Receiver under the provisions of this Deed
may be made upon such terms for the safety and protection of the purchaser or upon such terms as to indemnity as the Lender or
such Receiver may think fit.


 


		10.3.	Valid
                                         Receipt



 


Upon
any such sale or other disposition referred to in Clause 10.2 and upon any other dealing or transaction under the provisions of
this Deed, the receipt of the Lender or any Receiver for the purchase money of the property or asset sold or for any other moneys
paid to or other consideration received by the Lender or any Receiver shall effectually discharge the purchaser or person paying
or giving the same therefrom and from being concerned to see to the application or being answerable for the loss, non-application
or mis-application thereof.


 






    	Debenture	15 



     


    

 


		10.4.	Enquiries
                                         by Purchaser



 


No
purchaser or other person shall be bound or concerned to see or enquire whether the right of the Lender or any of its nominees
or agents or any Receiver to exercise any of the rights conferred by this Deed has arisen or not, or be concerned with notice
to the contrary, or with the propriety of the exercise or purported exercise of such rights.


 


		10.5.	Limitation
                                         of Liability



 


Neither
the Lender nor any Receiver shall be liable for any losses which may arise:


 


		(a)	in
                                         the exercise or non-exercise of any of their rights;



 


		(b)	by
                                         reason of any entry into possession of the Charged Assets to account as mortgagee in
                                         possession;



 


		(c)	on
                                         realisation of the Charged Assets; or



 


		(d)	as
                                         a result of any default or omission for which a mortgagee in possession may be liable,



 


except
for any loss caused by the gross negligence or wilful misconduct of the Lender or Receiver.


 


		11.	Power of Attorney



 


		11.1.	Appointment



 


For
the purpose of securing the interest of the Lender in the Charged Assets and the performance of its obligations to the Lender,
the Chargor, irrevocably, by way of security, appoints the Lender and separately each Receiver and any of their delegates or sub-delegates
severally to be its attorney (with full power to appoint substitutes and to sub-delegate including power to authorise the person
so appointed to make further appointments, in both cases, with regard to the Charged Assets) on behalf of and in the name of the
Chargor or otherwise, to execute, seal and deliver and otherwise perfect and do all such deeds, agreements, acts and things which:


 


		(l)	(before
                                         the Security becomes enforceable) the Chargor is obliged to do under this Deed, but has
                                         not done;



 


		(m)	(after
                                         the Security becomes enforceable) the Chargor is or may become obliged to do under this
                                         Deed; and/or



 


		(n)	(after
                                         the Security becomes enforceable) otherwise may be required for or deemed proper on or
                                         in connection with the full exercise of all or any of the rights conferred by this Deed
                                         on the Lender or on any Receiver and its rights to give full force and effect to the
                                         terms and conditions contained in this Deed.



 


This
power of attorney is coupled with an interest and is irrevocable and shall remain irrevocable as long as this Deed remains outstanding.


 






    	Debenture	16 



     


    

 


		11.2.	Ratification



 


The
Chargor ratifies and confirms and agrees to ratify and confirm any deed, agreement, act or thing which any attorney appointed
under this Deed may lawfully execute, seal, deliver or do.


 


		12.	Expenses
                                         and Indemnity



 


		12.1.	Expenses



 


The
Chargor will pay the Lender, on demand, all the Lender’s and Receiver’s expenses (including legal and out-of-pocket
expenses) incurred:


 


		(a)	in
                                         connection with the negotiation, preparation and execution of this Deed and any amendment
                                         to, or waiver or consent or release of or under, this Deed; and/or



 


		(b)	in
                                         contemplation of, or in connection with, the preservation, enforcement or exercise of
                                         any rights under this Deed.



 


		12.2.	Indemnity



 


The
Chargor will indemnify the Lender and the Receiver, on demand, against all losses, actions, claims, expenses, demands and liabilities
whether in contract, tort or otherwise now or after the date of this Deed incurred by the Lender or the Receiver (except for any
losses, actions, claims, expenses, demands and liabilities caused by the gross negligence or wilful misconduct of the Lender or
the Receiver):


 


		(a)	for
                                         anything done or omitted in the exercise or purported exercise or non-exercise of the
                                         rights contained in this Deed;



 


		(b)	as
                                         a result of any breach by the Chargor of any of its covenants or other obligations to
                                         the Lender or any other person;



 


		(c)	in
                                         consequence of any payment in respect of the Secured Obligations (whether made by the
                                         Chargor or any other person) being impeached or declared void for any reason whatsoever;
                                         and/or



 


		(d)	as
                                         a result of any taxes, duties, rates or outgoings assessed upon or payable in respect
                                         of the Charged Assets or in connection with the entry into preservation, enforcement
                                         or exercise of any rights under this Deed.



 


		12.3.	Documentary
                                         Duties and Taxes



 


The
Chargor will pay all documentary stamp, registration and other duties or similar taxes, including any payable by the Lender, which
are imposed on or are payable in connection with this Deed.


 






    	Debenture	17 



     


    

 


		12.4.	Default
                                         Interest



 


The
amounts payable under this Clause 12 shall carry interest at the Default Rate after as well as before judgment from the date on
which they were incurred by the Lender or any Receiver (as the case may be) and such amounts and interest shall form part of the
Secured Obligations.


 


		13.	Application of Proceeds



 


		13.1.	Order
                                         of Application



 


All
monies received or recovered by any Receiver and/or by the Lender from the Chargor pursuant to this Deed shall, subject to any
claims ranking in priority to the Secured Obligations to the extent of such priority, be applied, in or towards discharging, in
the following order of priority:


 


		(a)	the
                                         amount of all fees and remuneration of, and all other costs, charges, expenses and liabilities
                                         incurred by the Lender and/or each Receiver in connection with or as a result of the
                                         exercise of their respective rights, including the remuneration of each Receiver, or
                                         otherwise in relation to this Deed or any other agreement entered into between the Chargor
                                         and the Lender in such order as the Lender or any Receiver may from time to time determine;



 


		(b)	all
                                         other Secured Obligations in such order as the Lender may from time to time determine;
                                         and



 


		(c)	the
                                         Chargor and/or the claims of those entitled to any surplus.



 


		13.2.	Currency
                                         Conversion



 


The
Lender and/or each Receiver may convert any monies received, recovered or realised under this Deed (including the proceeds of
any previous conversion under this Clause 13.2) from their existing currency of denomination into such other currency of denomination
as the Lender and/or any Receiver may think fit and any such conversion shall be effected at the Exchange Rate. If and to the
extent that the Chargor fails to pay any amount due on demand, the Lender and/or each Receiver may in its absolute discretion
without notice to the Chargor purchase at any time after the demand has been made so much of any currency as the Lender and/or
any Receiver considers necessary or desirable to cover the Secured Obligations at the Exchange Rate and the Chargor agrees to
indemnify the Lender and each Receiver against the full cost (including all costs, charges and expenses) paid.


 






    	Debenture	18 



     


    

 


		13.3.	Currency
                                         Indemnity



 


If
the currency of a sum due from the Chargor under this Deed (the “contractual currency”) or a sum due from the
Chargor under any judgment or order relating to this Deed in the contractual currency is converted from the contractual currency
into another currency for the purpose of:


 


		(a)	making
                                         or filing a claim or proof;



 


		(b)	obtaining
                                         a judgment or order; or



 


		(c)	enforcing
                                         a judgment or order,



 


the
Chargor will indemnify the Lender against any loss or liability incurred as a result of any difference between (i) the rate of
exchange used to convert the sum in question from the contractual currency into the other currency and (ii) the rate or rates
of exchange at which the Lender, in the ordinary course of business, can purchase the contractual currency with the other currency
on receipt of a sum paid to it in full or part satisfaction of that claim, proof, judgment or order.


 


Any
amount due from the Chargor under this Clause 13.3 will be a separate and independent debt and will not be affected by judgment
being obtained for any other sum due under or in respect of this Deed. The term “rate of exchange” in this
Clause 13.3 includes any premium and exchange costs payable in connection with the purchase of the contractual currency with the
other currency.


 


		14.	Protection
                                         of Lender



 


		14.1.	Suspense
                                         Account



 


Any
moneys paid to or received by the Lender in respect of the Secured Obligations or under this Deed may be applied in or towards
satisfaction of the Secured Obligations or placed to the credit of such account as the Lender may determine with a view to preserving
its rights to prove for the whole of the Secured Obligations.


 


		14.2.	No
                                         Withholding



 


Payments
by the Chargor shall be made to the Lender as specified by the Lender without any set-off, counterclaim, withholding or condition
of any kind except that, if the Chargor is compelled by law to make such withholding, the sum payable by the Chargor shall be
increased so that the amount actually received by the Lender is the amount it would have received if there had been no withholding.


 


		14.3.	Claw
                                         Back



 


If
the Lender considers that an amount paid by the Chargor or any other person is capable of being avoided or otherwise set aside
(on the liquidation of the Chargor or otherwise) then that amount shall not be considered to have been paid for the purposes of
this Deed. Furthermore, the Lender may in its absolute discretion concede or compromise any claim that any payment, security or
other disposition is liable to be avoided, reduced or repaid.


 


		14.4.	Conditional
                                         Discharge



 


Any
release, discharge or settlement under this Deed shall be conditional upon no payment or discharge in respect of the Secured Obligations
by the Chargor or any other person being avoided, reduced or repaid for any reason and the Lender shall be entitled to enforce
this Deed if such condition is not fulfilled as if such release, discharge or settlement had not occurred.


 






    	Debenture	19 



     


    

 


		14.5.	Set-Off



 


The
Lender may at any time without notice:


 


		(a)	combine
                                         or consolidate all or any of the Chargor’s accounts with the Lender;



 


		(b)	apply
                                         any credit balance to which the Chargor is entitled on any account with the Lender or
                                         any other moneys owing to the Chargor in or towards satisfaction of the Secured Obligations;
                                         or



 


		(c)	in
                                         the absolute discretion of the Lender, refuse to permit the withdrawal or utilisation
                                         of any deposit or moneys for such period as the Lender may consider appropriate (notwithstanding
                                         the terms of the deposit or moneys and whether or not any Secured Obligation has become
                                         due).



 


For
these purposes, the Lender is authorised to purchase, at the Exchange Rate, such other currencies as may be necessary to effect
such application with the monies standing to the credit of such account.


 


		15.	Trusteeship



 


The
Chargor declares that:


 


		(a)	as
                                         and when the security created by this Deed shall become enforceable, it will hold all
                                         the Charged Assets (subject to the Chargor’s right of redemption) upon trust to
                                         convey, assign, transfer or otherwise dispose of or deal with the same in such manner
                                         and to such person as the Lender shall direct; and



 


		(b)	it
                                         shall be lawful for the Lender to appoint new trustees of the Charged Assets from time
                                         to time in place of the Chargor or in place of any trustee appointed under this power.



 


		16.	Redemption
                                         of Prior Encumbrances



 


On
or at any time after the Security has become enforceable, the Lender may:


 


		(a)	redeem
                                         any prior Encumbrance against the Charged Assets;



 


	 	(b)	procure the transfer of that Encumbrance
    to itself; and/or




 


		(c)	settle
                                         and pass the accounts of the prior mortgagee, chargee or encumbrancer; any accounts so
                                         settled and passed shall be conclusive and binding on the Chargor;



 


and
all principal moneys, interest, costs, charges and expenses of and incidental to any such redemption and/or transfer shall be
paid by the Chargor to the Lender on demand.


 






    	Debenture	20 



     


    

 


		17.	Delegation



 


The
Lender and any Receiver may:


 


		(a)	delegate
                                         by power of attorney or in any other manner to any person any right exercisable by them
                                         under this Deed on such terms (including power to sub-delegate) as the Lender or any
                                         Receiver (as the case may be) sees fit; and/or



 


		(b)	employ
                                         agents, managers, employees, advisers and others on such terms as the Lender or any Receiver
                                         (as the case may be) sees fit for the purposes of this Deed.



 


Neither
the Lender nor any Receiver will in any way be liable or responsible to the Chargor for any loss or liability arising from any
act, default, omission or misconduct on the part of any such delegate or sub-delegate.


 


		18.	No
                                         Waiver



 


No
failure or delay by the Lender or any Receiver to exercise any right under this Deed or otherwise will operate as a waiver of
that right or any other right, nor will any single or partial exercise of any such right preclude any other or further exercise
of that right or the exercise of any other right.


 


		19.	Remedies
                                         Cumulative



 


The
rights of the parties or any Receiver under this Deed are cumulative and do not exclude or restrict any other rights.


 


		20.	Assignment



 


		20.1.	Successors
                                         and Permitted Assigns



 


This
Deed shall be binding upon and enure to the benefit of each party to this Deed and its successors in title and permitted assigns.


 


		20.2.	Assignment
                                         by the Chargor



 


The
Chargor shall not be entitled to assign or transfer any of its rights, benefits or obligations under this Deed without the prior
written consent of the Lender.


 


		20.3.	Assignment
                                         by the Lender



 


The
Lender may assign all or any of its rights under this Deed to any person in accordance with the terms of Section 8.14 (Benefit
of Agreement) of the Loan Agreement.


 


		21.	Notices



 


		21.1.	In
                                         Writing and Methods of Delivery



 


Any
notice, demand or other communication under this Deed shall be sent in accordance with Section 8.5 (Notices) of the Loan Agreement.


 






    	Debenture	21 



     


    

 


		21.1.	Deemed
                                         Giving of Notice and Receipt



 


Any
such notice, demand or other communication shall be deemed effective in such manner and at such time specified under Section 8.5
(Notices) of the Loan Agreement.


 


		22.	Severance



 


If
any provision of this Deed is not or ceases to be legal, valid, binding and enforceable under the law of any jurisdiction, neither
the legality, validity, binding effect or enforceability of the remaining provisions under that law nor the legality, validity,
binding effect or enforceability of that provision under the law of any other jurisdiction shall be affected.


 


		23.	Counterparts



 


This
Deed may be executed in any number of counterparts and by different parties on separate counterparts, each of which is an original
but, together, they constitute one and the same agreement.


 


		24.	Amendments



 


No
amendment to this Deed will be effective unless in writing and executed by all the Parties.


 


		25.	Governing Law and Jurisdiction



 


		25.1.	Governing
                                         Law



 


This
Deed is governed by and will be construed in accordance with Hong Kong Law.


 


		25.2.	Hong
                                         Kong Jurisdiction



 


The
parties submit to the non-exclusive jurisdiction of the Hong Kong courts and each party waives any objection to proceedings in
Hong Kong on the grounds of venue or inconvenient forum.


 


		25.3.	Waiver
                                         of Sovereign Immunity



 


To
the extent that the Chargor may, in any jurisdiction, be entitled to claim for itself or its assets immunity from suit, execution,
attachment (whether in aid of execution, before judgement or otherwise) or other legal process and to the extent that in any such
jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), the Chargor irrevocably agrees
not to claim and irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.


 


	25.	Process Agent




 


The
service of any process connected with proceedings in the Hong Kong courts and relating to this Deed will be deemed to have been
validly served on the Chargor if it is received by the Borrower at its registered address or the address specified in Section
8.5 (Notices) of the Loan Agreement and service will be deemed to have been acknowledged by the Chargor if it is acknowledged
by the Borrower.


 






    	Debenture	22 



     


    

 





SCHEDULE
1


 


Asset
Information


 


		(a)	Offices
                                         / locations where movable assets are held



 


Borqs
Hong Kong Limited


Office
B, 21/F., Legend Tower, 7 Shing Yip Street


Kwun
Tong, Kowloon, Hong Kong


 


Borqs
Beijing Ltd.


Tower
A, Building B23, Universal Business Park


No.
10 Jiuxianqiao Road, Chaoyang District


Beijing
100015, China


 


Borqs
Software Solutions Private Limited


Prestige
Al-Kareem, NO.3 Edward Road, Civil Station


Corporation
Division NO.72


Bangalore,
Karnataka, INDIA 560052


 


		(b)	Intellectual
                                         Property Rights



 


As
listed on Schedules A, B, C and D attached to the


Borqs
Cayman – Intellectual Property Security Agreement


 


		(c)	Shares



 


100%
of all the shares of Borqs Hong Kong Limited


and


9,999
out of 10,000 shares of Borqs Software Solutions Private Limited


 


		(d)	Bank
                                         Accounts



 


Silicon
Valley Bank


Account
number 3300710352


 






    	Debenture	23 



     


    

 





SCHEDULE
2


 


Form
of Notice


 


To:
[insert account bank]


 


Date:


 


Dear
Sirs,


 


NOTICE
OF CHARGE 


 


We
hereby give you notice that we have charged to Partners For Growth V, L.P. (the “Lender”) all our rights,
title and interest in our bank account[s] held with you with account number[s] [●] (including any renewal or redesignation
thereof) (the “Accounts[s]”) and all monies standing to the credit of the Account from time to time under a
deed of debenture dated April __, 2018 (the “Debenture”).


 


We
hereby irrevocably and unconditionally instruct you that, with effect from the service of a notice by or on behalf of the Lender
on you notifying you that an event of default has occurred under the Debenture: (i) any then existing payment instructions affecting
the Account[s] shall immediately and automatically be terminated and payments and communications in respect of the Account[s]
should be made to the Lender and (ii) all rights, title and interest in the Account[s] shall vest in the Lender.


 


This
letter is governed by the laws of Hong Kong.


 


Please
acknowledge receipt of this notice by signing the acknowledgement enclosed and returning it to us with a copy to the Lender:


 


PARTNERS
FOR GROWTH V, L.P.


1660
Tiburon Blvd., Suite D


Tiburon,
CA 94920 USA


 


Yours
faithfully,


 


__________________


For
and on behalf of [●]


 


Form
of Acknowledgement


 


To:
[Chargor]


Copy
to: PARTNERS FOR GROWTH V, L.P.


 


We
acknowledge receipt of the Notice of Charge dated [●] 2016 and confirm that we will comply with the terms set out in the
Notice of Charge. We further confirm that, following receipt of the notice of an event of default as set out in the Notice of
Charge we will not act in relation to the Account[s] except as instructed by the Lender or any persons authorised by the Lender
and we shall send all statements and other notices in relation to the Account[s] to the Lender.


 


__________________


For
and on behalf of [insert account bank]


 






    	Debenture	24 



     


    

 





IN
WITNESS of which this Deed has been duly executed by the Chargor as a deed and duly executed by the Lender.


 


	EXECUTED
    and DELIVERED	)
	as
    a DEED by BORQS INTERNATIONAL HOLDING CORP	)



 


	Acting by:	/s/
    Pat Sek Yuen Chan 	 









 


Name:
 Pat Sek Yuen Chan


Title: CEO


 


in
the presence of :


 


/s/ Anthony K. Chan


 






Witness
name:  Anthony K. Chan


Witness
occupation: CFO


 





	EXECUTED
    and DELIVERED	)
	as a DEED
    by PARTNERS FOR GROWTH V, L.P.	)



  


	Acting
                                         by:	/s/
    Geoffrey Allan	 






 


Name: Geoffrey Allan


Title:
Manager, Partners for Growth V, LLC, its General Partner


 


	Witnessed
                                         by:	/s/
    Amy Spencer	 






 


Name: Amy
Spencer


Title: Exhibition
Director


 


 





 






Witness
name:


Witness
occupation:


 


 





	Debenture		25