EXHIBIT
10.29


 


	Borqs
        Technologies, Inc.

        (as
        the Chargor)

         

        BOrqs
        International HOlding Corp

        (as
        the Company)

         

        and

         

        Partners
        for growth v, L.P.

        (as
        the Agent)

         

	 
	 	 

                                                                                                                                                                                 EQUITABLE
MORTGAGE 

        over
        registered shares in a Cayman Islands exempted company

         
	 
	 
	WARNING

         

        THE
TAKING OR SENDING BY ANY PERSON OF AN ORIGINAL OF THIS DOCUMENT INTO THE CAYMAN ISLANDS MAY GIVE RISE TO THE IMPOSITION OF CAYMAN
ISLANDS STAMP DUTY

         






 


	

        www.harneys.com



  




     


     


    

 


Content


 





	1 	Interpretation	3
	2 	Principal payment obligation	6
	3  	Creation of security	6
	4  	Representations	7
	5 	Covenants	9
	6	Shares	10
	7 	When security becomes enforceable	13
	8 	Enforcement of security	13
	9	Receiver	14
	10	Powers of receiver	15
	11 	Application of proceeds	16
	12 	Expenses and indemnity	17
	13	Delegation	17
	14 	Further assurances	17
	15  	Power of attorney	18
	16  	Preservation	18
	17  	Miscellaneous	20
	18   	Notices	21
	19 	Release	22
	20   	Set off	22
	21 	Third Party Rights	22
	22  	Jurisdiction	22
	23  	Governing law	23
	SCHEDULE 1	24
	SCHEDULE 2	26







 




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THIS
MORTGAGE is dated 30 April 2018 and is made as a deed


 


BETWEEN


 


		1	Borqs
                                         Technologies, Inc., a BVI business company incorporated under the laws of the British
                                         Virgin Islands with registered number 1880410 and whose registered office is at the offices
                                         of Ritter House, Wickhams Cay II, Road Town, Tortola, British Virgin Islands (the Chargor);



 


		2	BORQS
                                         International Holding Corp, an exempted company limited by shares incorporated under
                                         the laws of the Cayman Islands with registered number 192127 whose registered office
                                         is at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand
                                         Cayman, KY1-1104, Cayman Islands (the Company); and



 


		3	Partners
                                         for Growth V, L.P., acting in its capacity as security agent for the Lenders (the
                                         Agent).



 


BACKGROUND


 


		A	The
                                         Chargor and the Company enter into this Mortgage to provide security for the continuing
                                         provision of credit facilities to the Borrower under the Loan Documents.



 


		B	It
                                         is intended that this document takes effect as a deed notwithstanding the fact that a
                                         party may only execute this document under hand.



 


IT
IS AGREED as follows:


 


		1	Interpretation



 


		1.1	Definitions



 


In
this Mortgage:


 


Borrower
means BORQS Hong Kong Limited and any other borrower under a Loan Document.


 


Business
Day means a day, other than a Saturday or a Sunday, on which banks are open for general business in the Cayman Islands,
the British Virgin Islands and the United States of America.


 


BVI
Act means the BVI Business Companies Act, 2004.


 


Companies
Law means the Companies Law (Revised) of the Cayman Islands.


 


Event
of Default means any event of default under any Loan Document.


 


Initial
Shares means the 1 ordinary share of US$0.001 par value each issued by the Company and owned by the Chargor on the date
of this Mortgage.


 


Lender
means each lender under a Loan Document, including, at the date of this Agreement, Partners
for Growth IV, L.P. and Partners for Growth V, L.P.


 






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Loan
Document means each of:


 


		(a)	the
                                         loan and security agreement dated August 15, 2016 between Partners
                                         for Growth IV, L.P. as lender and BORQS Hong Kong Limited as borrower; and



 


		(b)	the
                                         loan and security agreement dated April 30, 2018 between Partners
                                         for Growth V, L.P. as lender and BORQS Hong Kong Limited as borrower; and



 


		(c)	any
                                         other loan and security agreement designated as such by the Agent.



 


Mortgage
means this equitable share mortgage.


 


Obligations
means all present and future obligations and liabilities of any kind (whether actual or contingent and whether owed jointly
or severally as principal or surety or in any other capacity whatsoever) of any Obligor to any Lender under a Loan Document.


 


Obligor
means the Chargor, the Company, each Borrower and each other person providing security
in connection with a Loan Document.


 


Receiver
means a receiver and manager or a receiver, in each case, appointed under this Mortgage.


 


Register
of Charges means the register of charges of the Chargor maintained by the Chargor in accordance with the BVI Act.


 


Register
of Members means the register of members of the Company maintained by the Company in accordance with the Companies Law.


 


Related
Rights means the rights attached to the Shares described in Clause 3.2(b).


 


Security
Assets means all the Shares and the Related Rights.


 


Security
Interest means any mortgage, pledge, lien, charge, assignment, hypothecation or other security interest, any pre-emption
rights or options, hold back or flawed asset arrangements or any other agreement or arrangement having a similar effect.


 


Security
Period means the period beginning on the date of this Mortgage and ending on the date on which all the Obligations have
been unconditionally and irrevocably paid and discharged in full.


 


Shares
means the Initial Shares and any other shares issued by the Company owned by the Chargor or its nominee(s) from time to
time.


 


SSVB
Share Mortgage means the equitable mortgage over registered shares in the Company granted
by the Chargor to SPD Silicon Valley Bank Co., Ltd. on 15 October 2017.


 


Subordination
Agreement means, collectively, the subordination agreement dated August 15, 2016 between Partners
for Growth IV, L.P. and SPD Silicon Valley Bank Co., Ltd. and the subordination agreement dated on or about the date of
this Mortgage between the Agent and SPD Silicon Valley Bank Co., Ltd.


 


Third
Parties Law means The Contracts (Rights of Third Parties) Law (Revised).


 






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		1.2	Construction



 


		(a)	Capitalised
                                         terms defined in the Loan Documents have, unless expressly defined in this Mortgage,
                                         the same meaning in this Mortgage.



 


		(b)	In
                                         this Mortgage, unless the contrary intention appears, a reference to:



 


		(i)	a
                                         reference to any asset, unless the context otherwise requires, includes
                                         any present, future or contingent asset (including properties, revenues and rights of
                                         every description) whether tangible or intangible;



 


		(ii)	an
                                         authorisation includes an authorisation, consent, approval, resolution,
                                         licence, exemption, filing and registration;



 


		(iii)	a
                                         regulation includes any regulation, rule, official directive, request or
                                         guideline (whether or not having the force of law) of any governmental body, agency,
                                         department or regulatory, self-regulatory or other authority or organisation;



 


		(iv)	Security
                                         means the security constituted by this Mortgage;



 


		(v)	tax
                                         shall be construed so as to include any tax, fund, levy, impost, duty or other
                                         charge of a similar nature (including, without limitation, any penalty or interest payable
                                         in connection with any failure to pay or any delay in paying of the same);



 


		(vi)	a
                                         provision of law is a reference to that provision as amended or re-enacted;



 


		(vii)	a
                                         Clause or a Schedule is a reference to a clause of or a schedule
                                         to this Mortgage;



 


		(viii)	a
                                         person includes its successors and assigns; and



 


		(ix)	a
                                         time of day is a reference to time in the Cayman Islands.



 


		(c)	If
                                         the Agent considers in its sole discretion that an amount paid to it under the Loan Documents
                                         is capable of being avoided or otherwise set aside on the liquidation or administration
                                         of the payer or otherwise, then that amount shall not be considered to have been irrevocably
                                         paid for the purposes of this Mortgage.



 


		(d)	References
                                         to the singular include the plural, and vice versa.



 


		(e)	The
                                         index to and headings in this Mortgage are for convenience only and are to be ignored
                                         in construing this Mortgage.



 


		1.3	Statutes



 


In
this Mortgage a reference to a statute or statutory instrument is, unless otherwise specified, a reference to the most recent
revision of the relevant statute or statutory instrument of the Cayman Islands and includes any statutory modification or re-enactment
thereof for the time being in force.


 






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		2	Principal
                                         payment obligation



 


In
consideration for the provision of credit to each Borrower under the Loan Documents and for other good and valuable consideration
the receipt of which is hereby acknowledged by each party hereto, the Chargor hereby covenants with and undertakes to the Agent
to pay and discharge as principal obligor and not merely as surety all of the Obligations as and when the same are due on the
first written demand of the Agent.


 


		3	Creation
                                         of security



 


		3.1	General



 


The
security created under this Mortgage:


 


		(a)	is
                                         created in favour of the Agent;



 


		(b)	is
                                         created over the Security Assets;



 


		(c)	is
                                         security for the irrevocable payment and satisfaction in full of all the Obligations;
                                         and



 


		(d)	is
                                         created by the Chargor as legal and beneficial owner.



 


The
Agent holds the benefit of this Mortgage on trust for the Lenders.


 


		3.2	Securities



 


		(a)	The
                                         Chargor charges by way of first equitable mortgage all of its interest in all the Shares.



 


		(b)	The
                                         Chargor charges by way of first fixed charge all of its rights, title and interest including
                                         all benefits, present and future, actual and contingent accruing in respect of:



 


		(i)	any
                                         dividend or interest paid or payable in relation to the Shares; and



 


		(ii)	any
                                         right, money or property accruing or offered at any time in relation to the Shares by
                                         way of redemption, repurchase, substitution, exchange, bonus or preference, under option
                                         rights or otherwise,



 


(the
Related Rights).


 


		3.3	Second
                                         Ranking Security



 


		(a)	Notwithstanding
                                         any other provision of this Mortgage, the security created under this Mortgage shall,
                                         until such time as the Obligations under the SSVB Share Mortgage have been unconditionally
                                         and irrevocably paid and discharged in full, be second-ranking to the security created
                                         under the SSVB Share Mortgage in accordance with the terms of the Subordination Agreement.



 






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		4	Representations



 


		4.1	Representations



 


Each
of the Chargor and the Company makes the following representations to each Lender.


 


		4.2	Status



 


		(a)	The
                                         Company is an exempted company, duly incorporated and validly existing under the laws
                                         of the Cayman Islands.



 


		(b)	The
                                         Chargor is a BVI business company, duly incorporated and validly existing under the laws
                                         of the British Virgin Islands.



 


		(c)	It
                                         has the power to own its assets and carry on its business as it is being conducted and
                                         it is in good standing.



 


		4.3	Binding
                                         obligations



 


The
obligations expressed to be assumed by it in this Mortgage are its legal, valid, binding and enforceable obligations.


 


		4.4	Non-conflict
                                         with other obligations



 


The
entry into and performance by it of, and the transactions contemplated by, this Mortgage do not and will not conflict with:


 


		(a)	any
                                         law or regulation applicable to it;



 


		(b)	its
                                         constitutional documents; or



 


		(c)	any
                                         agreement or instrument binding upon it or any of its assets.



 


		4.5	Power
                                         and authority



 


It
has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance
and delivery of, this Mortgage and the transactions contemplated by this Mortgage.


 


		4.6	Validity
                                         and admissibility in evidence



 


Subject
to the payment of stamp duty in accordance with Clause 5.4 (Taxes), all authorisations or consents required or desirable:


 


		(a)	to
                                         enable it lawfully to enter into and exercise its rights and comply with its obligations
                                         under this Mortgage; and



 


		(b)	to
                                         make this Mortgage admissible in evidence in the Cayman Islands and in the British Virgin
                                         Islands,



 


have
been obtained or effected and are in full force and effect.


 






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		4.7	Registration



 


Subject
to Clause 5.4 (Taxes) and Clause 5.5 (Filings and Registrations), it is not necessary or advisable that this Mortgage be filed,
registered, recorded or enrolled with any court, public office or other authority in any jurisdiction or that any stamp, documentary,
registration or similar tax or duty be paid on or in relation to this Mortgage.


 


		4.8	Litigation



 


No
litigation, arbitration or administrative proceeding is current, pending or, to its knowledge, threatened which might, if adversely
determined, have a material adverse effect on the business, assets, financial condition or results of operations of it, on its
ability to perform its obligations under this Mortgage or which purport to effect the legality, validity or enforceability of
this Mortgage. There has been no failure by it to make any payment resulting from a court order or judgment.


 


		4.9	Liquidation



 


It
has not taken any corporate action and no other steps been taken or legal proceedings been started or are (to the best of its
knowledge and belief) threatened against it for its winding-up (whether voluntary or by the courts of the Cayman Islands or the
British Virgin Islands), liquidation, dissolution, strike off, administration, reorganisation (by way of voluntary arrangement,
creditors' arrangement, scheme of arrangement or otherwise), composition, compromise, assignment or arrangement with any creditor
or for the appointment of a liquidator, provisional liquidator, receiver, administrator, administrative receiver or other similar
officer of it or any or all of its assets or revenues.


 


		4.10	Chargor
                                         Representations



 


The
Chargor makes the following representations to the Agent.


 


		4.11	Legal
                                         and beneficial ownership



 


The
Chargor is the sole absolute legal and beneficial owner of the Security Assets, free and clear of any rights or interests in favour
of third parties except for the SSVB Share Mortgage and this Mortgage.


 


		4.12	Security



 


This
Mortgage creates:


 


		(a)	until
                                         such time as the Obligations under the SSVB Share Mortgage have been unconditionally
                                         and irrevocably paid and discharged in full, a second ranking equitable mortgage over
                                         all of the Shares and a second fixed charge over the Related Rights; and



 


		(b)	after
                                         such time as the Obligations under the SSVB Share Mortgage have been unconditionally
                                         and irrevocably paid and discharged in full, a first ranking equitable mortgage over
                                         all of the Shares and a first fixed charge over the Related Rights,



 


and
is not liable to be avoided or otherwise set aside on the liquidation or administration of the Chargor or otherwise.


 






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		4.13	Shares



 


		(a)	The
                                         Shares are fully paid and non-assessable.



 


		(b)	The
                                         Shares represent 100% of the shares issued by the Company.



 


		(c)	The
                                         Company has not granted any warrants, options or other analogous rights to any person
                                         relating to shares issued by the Company.



 


		(d)	The
                                         Shares are freely transferable and no consents or approvals (including rights of pre-emption)
                                         are required in order to register a transfer of the Shares.



 


		(e)	The
                                         directors of the Company are not entitled (other than pursuant to the Company’s
                                         memorandum or articles of association, which entitlement is waived by the Company pursuant
                                         to Clause 6.9), to refuse to register any transfer of Shares comprising Security Assets
                                         into the name of the Agent or its nominee.



 


		(f)	It
                                         has not received any notice of any adverse claim by any person in respect of the ownership
                                         of any Security Asset or any interest in it, nor has any acknowledgement been given to
                                         any person in respect of any Security Asset.



 


		4.14	Times
                                         for making representations



 


		(a)	The
                                         representations set out in this Mortgage (including in this Clause 4) are made on the
                                         date of this Mortgage and are deemed to be repeated on each day of the Security Period.



 


		(b)	When
                                         a representation is repeated, it is applied to the circumstances existing at the time
                                         of repetition.



 


		4.15	Estoppel



 


Each
of the Chargor and the Company acknowledges and agrees that the representations in this Mortgage are made by way of deed, and
that they shall be estopped from subsequently arguing that any representation was untrue when made or repeated.


 


		5	Covenants



 


		5.1	Security



 


The
Chargor shall not create or permit to subsist any Security Interest on any Security Asset (except for this Security).


 


		5.2	Disposals



 


The
Chargor shall not sell, transfer, licence, lease or otherwise dispose of any Security Asset.


 


		5.3	No
                                         Amendment of Articles



 


Save
with the prior written consent of the Agent, the Chargor shall not exercise its voting rights as sole shareholder of the Company
to amend the memorandum or articles of association of the Company.


 






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		5.4	Taxes



 


		(a)	The
                                         Chargor will pay or procure for the stamping of an executed original of this Mortgage
                                         under the Stamp Duty (Revised) and deliver the same to the Agent within 20 Business Days
                                         after the date that this Mortgage is first brought into the Cayman Islands.



 


		(b)	The
                                         Chargor will pay or procure the payment when due of all present and future registration
                                         fees, other stamp duties and other similar tax which is or becomes payable in relation
                                         to this Mortgage and keep the Agent indemnified against any failure or delay in paying
                                         them.



 


		5.5	Filings
                                         and Registrations



 


Without
limiting the provisions of Clause 14 (Further assurances) or any other provisions of this Mortgage, the Chargor shall, immediately
within 10 Business Days after the date of this Mortgage provide a copy of its updated Register of Charges recording the particulars
of this Security therein pursuant to section 162 of the BVI Act


 


		6	Shares



 


		6.1	Deposit



 


		(a)	The
                                         Chargor shall, on the date of this Mortgage:



 


		(i)	deliver
                                         to the Agent an executed by undated share transfer instrument in the form set out in
                                         SCHEDULE 2 and other documents which may be requested by the Agent in order to enable
                                         the Agent or its nominees to be registered as the owner or otherwise obtain legal title
                                         to the Initial Shares; and



 


		(ii)	deliver
                                         to the Agent copies of the corporate authorisations of the Chargor and the Company required
                                         to authorise the execution of this Mortgage.



 


		(b)	The
                                         Chargor shall, immediately after the issue of any Shares other than the Initial Shares,
                                         comply with sub-paragraphs (a)(ii) above in respect of such Shares.



 


		6.2	Removal
                                         of directors



 


The
Chargor shall procure that the Company delivers:


 


		(a)	signed
                                         but undated letters of resignation from the sole director of the Company in the form
                                         set out in SCHEDULE 1, Part I; and



 


		(b)	signed
                                         and dated letters of authorisation from the sole director of the Company in the form
                                         set out in SCHEDULE 1, Part II,



 


to
the Agent on the date of this Mortgage and, where any person is appointed as a director of the Company after the date of this
Mortgage, immediately after such appointment.


 


		6.3	Changes
                                         to rights



 


Neither
the Chargor nor the Company shall take or allow the taking of any action on their behalf which may result in the rights attaching
to any of the Security Assets being altered or, save with the prior written consent of the Agent, further shares in the Company
in excess of the Initial Shares being issued (including by creating any instrument convertible into shares in the Company).


 






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		6.4	Payments
                                         on Shares



 


		(a)	The
                                         Chargor shall pay all calls or other payments due and payable in respect of any Shares.



 


		(b)	If
                                         the Chargor fails to do so, the Agent may pay the calls or other payments in respect
                                         of any Shares on behalf of the Chargor. The Chargor shall immediately on request reimburse
                                         the Agent for any payment made by the Agent under this Subclause.



 


		6.5	Other
                                         obligations in respect of Security Assets



 


		(a)	The
                                         Chargor shall comply with all conditions and obligations assumed by it in respect of
                                         the Security Assets.



 


		(b)	The
                                         Agent is not obliged to:



 


		(i)	perform
                                         any obligation of the Chargor;



 


		(ii)	make
                                         any payment;



 


		(iii)	make
                                         any enquiry as to the nature or sufficiency of any payment received by it or the Chargor;
                                         or



 


		(iv)	present
                                         or file any claim or take any other action to collect or enforce the payment of any amount
                                         to which it may be entitled under this Mortgage,



 


in
respect of any Security Asset.


 


		6.6	Voting
                                         rights



 


		(a)	Before
                                         this Security becomes enforceable, the voting rights, powers and other rights in respect
                                         of the Security Assets may be exercised by the Chargor and shall, if exercisable by the
                                         Agent, be exercised in any manner which the Chargor may direct in writing.



 


		(b)	The
                                         Chargor shall indemnify the Agent against any loss or liability incurred by the Agent
                                         as a consequence of the Agent acting in respect of the Security Assets as permitted by
                                         this Mortgage or on the direction of the Chargor.



 


		(c)	After
                                         this Security has become enforceable, the Agent may exercise (in the name of the Chargor
                                         and without any further consent or authority on the part of the Chargor) any voting rights
                                         and any powers or rights which may be exercised by the legal or beneficial owner of any
                                         Security Asset.



 






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		6.7	Dividends



 


		(a)	Before
                                         this Security becomes enforceable, the Chargor shall be entitled to receive and retain
                                         all cash dividends, interest and any other monies paid to it in respect of any Security
                                         Assets.



 


		(b)	Upon
                                         or at any time after this Security has become enforceable, all dividends, interest and
                                         other monies arising from the Security Assets shall be paid to the Agent or to such account
                                         as it shall direct for application at its discretion.



 


		6.8	Turnover



 


		(a)	If
                                         the Chargor or the Company receives or recovers any amount which, under the terms of
                                         this Mortgage, should have been paid to the Agent, it will:



 


		(i)	hold
                                         an amount of that receipt or recovery equal to the Obligations (or if less, the amount
                                         received or recovered) on trust for the Agent and promptly pay that amount to the Agent
                                         for application in accordance with the terms of this Mortgage; and



 


		(ii)	promptly
                                         pay an amount equal to the amount (if any) by which the receipt or recovery exceeds the
                                         Obligations to the Agent for application in accordance with the terms of this Mortgage.



 


		(b)	If,
                                         for any reason, any of the trusts expressed to be created in this Clause should fail
                                         or be unenforceable, the Chargor or the Company, as the case may be, will promptly pay
                                         or distribute an amount equal to that receipt or recovery to the Agent to be held on
                                         trust by the Agent for application in accordance with the terms of this Mortgage.



 


		6.9	Company
                                         obligations



 


The
Company:


 


		(a)	irrevocably
                                         waives:



 


		(i)	any
                                         first and paramount lien; and



 


		(ii)	any
                                         rights of forfeiture,



 


which
it may have, now or in the future, under its constitutional documents (including but not limited to under articles 4 and 5 of
its articles of association), in relation to the Security Assets;


 


		(b)	irrevocably
                                         consents to the transfer of the Shares pursuant to the enforcement by the Agent of any
                                         of its rights under this Mortgage and undertakes not to exercise its discretion to refuse
                                         to register the transfer of any Share pursuant to article 6.2 of its articles of association
                                         or to suspend registration under article 6.4 of its articles of association; and



 


		(c)	shall
                                         not register the transfer of any Share to any other person without the prior written
                                         consent of the Agent.



 






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		6.10	Register
                                         of Members



 


The
Company shall:


 


		(a)	Within
                                         10 Business Days after the date of this Mortgage, provide the Agent with a certified
                                         copy of the Register of Members containing the following annotation:



 


“All
the ordinary shares issued as fully paid up and registered in the name of Borqs Technologies, Inc. are mortgaged and charged in
favour of Partners for Growth V, L.P. pursuant to a share mortgage dated April __, 2018, as amended from time to time”.


 


		(b)	promptly
                                         register any transfer of title to the Shares pursuant to any enforcement by the Agent
                                         of its rights under this Mortgage.



 


		6.11	Legal
                                         Mortgage



 


At
the request of the Agent at any time prior to or after the occurrence of an Event of Default the Chargor shall promptly cause
the Security Assets or any part of them to be registered in the name of the Agent (or its nominee) thereupon to be held, as so
registered, subject to the terms of this Mortgage.


 


		7	When
                                         security becomes enforceable



 


		7.1	Event
                                         of Default



 


Subject
to the terms of the Subordination Agreement, this Security will become immediately enforceable if an Event of Default occurs and
is continuing.


 


		7.2	Discretion



 


After
this Security has become enforceable, the Agent may in its absolute discretion enforce all or any part of this Security in any
manner it sees fit including, without limitation, dating and presenting to the Company or any other person any undated documents
provided to it pursuant to Clauses 6.1 (Deposit) and 6.2 (Removal of directors) or any other provision of this Mortgage, including
to remove the then existing directors and officers (with or without cause) by dating and presenting the undated, signed letters
of resignation delivered pursuant to this Mortgage to appoint such persons as directors of the Company as it shall deem appropriate.


 


		8	Enforcement
                                         of security



 


		8.1	No
                                         liability as mortgagee in possession



 


Neither
the Agent nor any Receiver will be liable, by reason of entering into possession of a Security Asset, to account as mortgagee
in possession or for any loss on realisation or for any default or omission for which a mortgagee in possession might be liable.


 






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		8.2	Protection
                                         of third parties



 


No
person (including a purchaser) dealing with the Agent or a Receiver or its or his agents will be concerned to enquire:


 


		(a)	whether
                                         the Obligations have become payable;



 


		(b)	whether
                                         any power which the Agent or a Receiver is purporting to exercise has become exercisable
                                         or is being properly exercised;



 


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



 


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



 


		8.3	Redemption
                                         of prior mortgages



 


		(a)	At
                                         any time after this Security has become enforceable, the Agent may:



 


		(i)	redeem
                                         any prior Security Interest against any Security Asset; and/or



 


		(ii)	procure
                                         the transfer of that Security Interest to itself; and/or



 


		(iii)	settle
                                         and pass the accounts of the prior mortgagee, chargee or encumbrancer; any accounts so
                                         settled and passed will be, in the absence of manifest error, conclusive and binding
                                         on the Chargor.



 


		(b)	The
                                         Chargor shall pay to the Agent, immediately on demand, the costs and expenses incurred
                                         by the Agent in connection with any such redemption and/or transfer, including the payment
                                         of any principal or interest.



 


		8.4	Contingencies



 


If
this Security is enforced at a time when no amount is due under the Loan Documents but at a time when amounts may or will become
due, the Agent may pay the proceeds of any recoveries effected by it into a suspense account or other account selected by it.


 


		9	Receiver



 


		9.1	Appointment
                                         of Receiver



 


		(a)	The
                                         Agent may appoint any one or more persons to be a Receiver of all or any part of the
                                         Security Assets if this Security has become enforceable.



 


		(b)	Any
                                         appointment under paragraph (a) above may be by deed, under seal or in writing under
                                         its hand.



 


		9.2	Removal



 


The
Agent may remove any Receiver appointed by it and may, whenever it thinks fit, appoint a new Receiver in the place of any Receiver
whose appointment may for any reason have terminated.


 


		9.3	Remuneration



 


The
Agent may fix the remuneration of any Receiver appointed by it.


 






    	 	14 



     


    




 


		9.4	Agent
                                         of the Chargor



 


		(a)	A
                                         Receiver will be deemed to be the agent of the Chargor for all purposes. The Chargor
                                         alone is responsible for the contracts, engagements, acts, omissions, defaults and losses
                                         of a Receiver and for liabilities incurred by a Receiver.



 


		(b)	No
                                         Lender will incur any liability (either to the Chargor or to any other person) by reason
                                         of the appointment of a Receiver or for any other reason.



 


		9.5	Exercise
                                         of Receiver powers by the Agent



 


To
the fullest extent allowed by law, any right, power or discretion conferred by this Mortgage (either expressly or impliedly) or
by law on a Receiver may after this Security becomes enforceable be exercised by the Agent in relation to any Security Asset without
first appointing a Receiver and notwithstanding the appointment of a Receiver.


 


		10	Powers
                                         of receiver



 


		10.1	General



 


		(a)	A
                                         Receiver has all of the rights, powers and discretions set out below in this Clause.



 


		(b)	If
                                         there is more than one Receiver holding office at the same time, each Receiver may (unless
                                         the document appointing him states otherwise) exercise all of the powers conferred on
                                         a Receiver under this Mortgage individually and to the exclusion of any other Receiver.



 


		10.2	Possession



 


A
Receiver may take immediate possession of, get in and collect any Security Asset.


 


		10.3	Employees



 


		(a)	A
                                         Receiver may appoint and discharge managers, officers, agents, accountants, servants,
                                         workmen and others for the purposes of this Mortgage upon such terms as to remuneration
                                         or otherwise as he thinks fit.



 


		(b)	A
                                         Receiver may discharge any person appointed by the Chargor.



 


		10.4	Borrow
                                         money



 


A
Receiver may raise and borrow money either unsecured or on the security of any Security Asset either in priority to this Security
or otherwise and generally on any terms and for whatever purpose which he thinks fit.


 


		10.5	Sale
                                         of assets



 


		(a)	A
                                         Receiver may sell, exchange, convert into money and realise any Security Asset by public
                                         auction or private contract and generally in any manner and on any terms which he thinks
                                         fit.



 


		(b)	The
                                         consideration for any such transaction may consist of cash, debentures or other obligations,
                                         shares, stock or other valuable consideration and any such consideration may be payable
                                         in a lump sum or by instalments spread over any period which he thinks fit.



 






    	 	15 



     


    




 


		10.6	Compromise



 


A
Receiver may settle, adjust, refer to arbitration, compromise and arrange any claim, account, dispute, question or demand with
or by any person who is or claims to be a creditor of the Chargor or relating in any way to any Security Asset.


 


		10.7	Legal
                                         actions



 


A
Receiver may bring, prosecute, enforce, defend and abandon any action, suit or proceedings in relation to any Security Asset which
he thinks fit.


 


		10.8	Receipts



 


A
Receiver may give a valid receipt for any moneys and execute any assurance or thing which may be proper or desirable for realising
any Security Asset.


 


		10.9	Delegation



 


A
Receiver may delegate his powers in accordance with this Mortgage.


 


		10.10	Other
                                         powers



 


A
Receiver may:


 


		(a)	do
                                         all other acts and things which he may consider desirable or necessary for realising
                                         any Security Asset or incidental or conducive to any of the rights, powers or discretions
                                         conferred on a Receiver under or by virtue of this Mortgage or law;



 


		(b)	exercise
                                         in relation to any Security Asset all the powers, authorities and things which he would
                                         be capable of exercising if he were the absolute beneficial owner of that Security Asset;
                                         and



 


		(c)	use
                                         the name of the Chargor for any of the above purposes.



 


		11	Application
                                         of proceeds



 


Any
moneys received by the Agent or any Receiver after this Security has become enforceable shall be applied in or towards payment
of or provision for all costs and expenses incurred by the Agent or any Receiver under or in connection with this Mortgage and
of all remuneration due to any Receiver under or in connection with this Mortgage and thereafter at the discretion of the Agent.
Following the payment and discharge of the Obligations in full the surplus (if any) will be paid to the Chargor. This Clause is
subject to the payment of any claims having priority over this Security. This Clause does not prejudice the right of any Lender
to recover any shortfall from the Chargor.


 






    	 	16 



     


    




 


		12	Expenses
                                         and indemnity



 


The
Chargor shall:


 


		(a)	immediately
                                         on demand pay all costs and expenses (including legal fees) incurred in connection with
                                         this Mortgage by any Lender or any Receiver, attorney, manager, agent or other person
                                         appointed by the Agent under this Mortgage including any arising from any actual or alleged
                                         breach by any person of any law or regulation, whether relating to the environment or
                                         otherwise; and



 


		(b)	keep
                                         each of them indemnified against any failure or delay in paying those costs or expenses.



 


		13	Delegation



 


		13.1	Power
                                         of Attorney



 


The
Agent or any Receiver may delegate by power of attorney or in any other manner to any person any right, power or discretion exercisable
by it under this Mortgage.


 


		13.2	Terms



 


Any
such delegation may be made upon any terms (including power to sub-delegate) which the Agent or any Receiver may think fit.


 


		13.3	Liability



 


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


 


		14	Further
                                         assurances



 


The
Chargor shall, at its own expense, take whatever action the Agent or a Receiver may require for:


 


		(a)	creating,
                                         perfecting or protecting any security intended to be created by this Mortgage; or



 


		(b)	facilitating
                                         the realisation of any Security Asset, or the exercise of any right, power or discretion
                                         exercisable, by the Agent or any Receiver or any of its delegates or sub delegates in
                                         respect of any Security Asset.



 


This
includes:


 


		(i)	the
                                         execution of any transfer, conveyance, assignment or assurance of any property, whether
                                         to the Agent or to its nominee; or



 


		(ii)	the
                                         giving of any notice, order or direction and the making of any registration,



 


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


 






    	 	17 



     


    




 


		15	Power
                                         of attorney



 


		15.1	Appointment



 


The
Chargor hereby irrevocably appoints the Agent and any Receiver appointed hereunder (in each case with full power to appoint substitutes
and to sub-delegate) jointly and also severally to be the attorney or attorneys of the Chargor and in its name and otherwise on
its behalf to sign, seal, execute, deliver, perfect and do all deeds, instruments, acts and things which may be required (or which
the Agent or any Receiver appointed hereunder shall consider desirable) for carrying out any obligation imposed on the Chargor
by or pursuant to this Mortgage, for getting in the Security Assets, and generally for enabling the Agent and the Receiver to
exercise the respective powers conferred on them by or pursuant to this Mortgage or by law.


 


		15.2	Ratification



 


The
Chargor shall ratify and confirm all transactions and documents entered into by the Agent or such Receiver or delegate of the
Agent or such Receiver acting under the power of attorney granted under Clause 15.1.


 


		15.3	Irrevocable



 


The
power of attorney granted under Clause 15.1 is granted irrevocably and for value as part of the security constituted by this Mortgage
to secure proprietary interests of, and the performance of obligations owed to, the Agent.


 


		16	Preservation



 


		16.1	Continuing
                                         security



 


		(a)	This
                                         Security is continuing and will extend to the ultimate balance of all the Obligations,
                                         regardless of any intermediate payment or discharge in whole or in part.



 


		(b)	This
                                         Security is in addition to and is not in any way prejudiced by any other security now
                                         or subsequently held by the Agent for any of the Obligations.



 


		16.2	Tacking



 


This
Mortgage is made to secure any further advances or other facilities made available by the Lenders under the Loan Documents.


 


		16.3	New
                                         Accounts



 


		(a)	If
                                         any subsequent charge or other interest affects any Security Asset, the Agent may open
                                         a new account for the Chargor.



 


		(b)	If
                                         the Agent does not open a new account, it will nevertheless be treated as if it had done
                                         so at the time when it received or was deemed to have received notice of that charge
                                         or other account.



 


		(c)	As
                                         from that time all payments made to the Agent will be credited or be treated as having
                                         been credited to the new account and will not operate to reduce any Secured Liability.



 






    	 	18 



     


    




 


		16.4	Waiver
                                         of defences



 


The
obligations of the Chargor and the Company under this Mortgage will not be affected by any circumstance, act, omission, matter
or thing which, but for this Clause, would reduce, release or prejudice any of their obligations under this Mortgage and this
Security and whether or not known to the Chargor, the Company or a Lender including:


 


		(a)	any
                                         time, waiver or consent granted to, or composition with, an Obligor or other person;



 


		(b)	the
                                         release of an Obligor or any other person under the terms of any composition or arrangement
                                         with any creditor or an Obligor;



 


		(c)	the
                                         taking, variation, compromise, exchange, renewal or release of, refusal or neglect to
                                         perfect, take up or enforce, any rights against, or Security Interest or other rights
                                         over or relating to assets of, an Obligor or other person or any non-presentment or non-observance
                                         of any formality or other requirement in respect of any instruments or any failure to
                                         realise the full value of any Security Interest;



 


		(d)	any
                                         incapacity or lack of powers, authority or legal personality of or dissolution or change
                                         in the members or status of, an Obligor or other person;



 


		(e)	any
                                         amendment (however fundamental) or replacement of any Loan Document or other document;



 


		(f)	any
                                         change in the identity of the Agent;



 


		(g)	any
                                         right of set-off that the Chargor or the Company may have against the Agent;



 


		(h)	any
                                         unenforceability, illegality or invalidity or any obligation of any person under any
                                         Loan Document or other document; or



 


		(i)	any
                                         insolvency or similar proceedings.



 


		16.5	Immediate
                                         recourse



 


The
Chargor waives any right it may have of first requiring a Lender to proceed against or enforce any other rights or Security Interest
or claim payment from or file any proof or claim in any insolvency, administration, winding up or liquidation proceedings relating
to any Obligor or any other person before claiming from the Chargor under this Mortgage.


 


		16.6	Non-competition



 


Until
the end of the Security Period, neither the Chargor nor the Company will exercise any rights which they may have by reason of
performance of their obligations under this Mortgage:


 


		(a)	to
                                         be indemnified by an Obligor;



 


		(b)	to
                                         claim any contribution from any guarantor of an Obligor’s obligations; and/or



 


		(c)	to
                                         take the benefit of (in whole or in part and whether by subrogation or otherwise) of
                                         any right of a Lender under this Mortgage or of any other guarantee or Security Interest
                                         taken pursuant to, or in connection with, the Loan Document by the any Lender.



 






    	 	19 



     


    




 


		16.7	Reinstatement



 


		(a)	Where
                                         any discharge (whether in respect of the obligations of any Obligor, any security for
                                         such obligations or otherwise) is made in whole or in part or any arrangement is made
                                         on the faith of any payment, security or other disposition which is avoided or must be
                                         repaid on insolvency, administration, liquidation or otherwise without limitation, the
                                         liability of the Chargor or the Compny under this Mortgage shall continue as if there
                                         had been no such discharge or arrangement.



 


		(b)	The
                                         Agent shall be entitled to concede or compromise any claim that any such payment, security
                                         or other disposition is liable to avoidance or repayment.



 


		17	Miscellaneous



 


		17.1	Waivers
                                         and remedies cumulative



 


		(a)	The
                                         rights of the Agent under this Mortgage:



 


		(i)	may
                                         be exercised as often as necessary;



 


		(ii)	are
                                         cumulative and not exclusive of its rights under general law; and



 


		(iii)	may
                                         be waived only in writing and specifically.



 


		(b)	Delay
                                         in exercising or non-exercise of any such right is not a waiver of that right.



 


		17.2	Transfers



 


		(a)	Neither
                                         the Chargor nor the Company may assign or otherwise transfer any of their rights and/or
                                         obligations under this Mortgage.



 


		(b)	The
                                         Agent may assign, transfer, novate or dispose of all or any part of its rights and/or
                                         obligations under this Mortgage.



 


		17.3	Severability



 


If
a provision of this Mortgage is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:


 


		(a)	the
                                         validity or enforceability in that jurisdiction of any other provision of this Mortgage;
                                         or



 


		(b)	the
                                         validity or enforceability in any other jurisdiction of that or any other provision of
                                         this Mortgage.



 


		17.4	Amendments



 


This
Mortgage may only be amended by an instrument in writing signed by each party to this Mortgage.


 


		17.5	Waiver



 


		(a)	No
                                         waiver of any right or rights arising under this Mortgage shall be effective unless such
                                         waiver is in writing and signed by the party whose rights are being waived.



 


		(b)	No
                                         waiver by a party of a failure by the other party to perform any provision of this Mortgage
                                         shall operate or be construed as a waiver in respect of any other failure whether of
                                         a like or different character.



 






    	 	20 



     


    




 


		17.6	Counterparts



 


This
Mortgage may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts
were on a single copy of this Mortgage.


 


		17.7	Certificate



 


A
certificate of the Agent as to any amount due from an Obligor in respect of the Obligations or any of them shall, in the absence
of manifest error, be prima facie evidence of such amount as against the Chargor or the Company.


 


		17.8	Language



 


All
documents and notices provided or given in connection with this Mortgage shall be:


 


		(a)	in
                                         English; or



 


		(b)	if
                                         not in English, accompanied by a certified English translation and, in this case, the
                                         English translation shall prevail unless the document is a statutory or other official
                                         document.



 


		17.9	Payments



 


All
payments made by the Chargor and the Company under this Mortgage shall be made free of any deductions or withholding (whether
in respect of tax or otherwise). If the Chargor or the Company is compelled by law to make such deductions, it shall pay such
additional amounts as to ensure that the net amount received by the Agent would be the same as if no such deductions had been
made.


 


		18	Notices



 


Each
party’s address for notices is as set out below:1


 


Chargor


 


Borqs
Technologies, Inc.


Tower
A, Building B23


Universal
Business Park


No.
10 Jiuxiangqiao Road


Chaoyang
District, Beijing 100015, China


Attn:
Pat Chan, CEO


Facsimile
No.: 86-10-5975-6363


Telephone
No: 86-10-5975-6336


Email:
pat.chan@borqs.com


 


Company





 


Borqs
International Holding Corp.


Tower
A, Building B23


Universal
Business Park


No.
10 Jiuxiangqiao Road


Chaoyang
District, Beijing 100015, China


Attn:
Pat Chan, CEO


Facsimile
No.: 86-10-5975-6363


Telephone
No: 86-10-5975-6336


Email:
pat.chan@borqs.com


 





 






		1	Parties
to provide notice details.



 






    	 	21 



     


    




 


Agent


 


Partners
for Growth V, L.P.


Address:
1660 Tiburon Blvd., Suite D, Tiburon, CA 94920


Facsimile
no: +1-415-781-0510


Electronic
mail address: notices@pfgrowth.com


For
the attention of: Geoff Allen / Tracy Pappas


 


With
a copy (not constituting notice) to:


 


Greenspan
Law Office


620
Laguna Rd, Mill Valley, CA 94941


Email:
ben@greenspan-law.com


 


 


		19	Release



 


At
the end of the Security Period, the Agent shall, at the request and cost of the Chargor, take whatever action is necessary to
release the Security Assets from this Security.


 


		20	Set
                                         off



 


A
Lender may set off any matured obligation due from the Chargor or the Company under this Mortgage (to the extent beneficially
owned by that Lender) against any matured obligation owed by that Lender to the Chargor or the Company, regardless of the place
of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert
either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.


 


		21	Third
                                         Party Rights



 


		(a)	Subject
                                         to paragraph (b), a person who is not a party to this Mortgage has no right under the
                                         Third Parties Law to enforce any provision of this Mortgage in its own right.



 


		(b)	A
                                         Receiver may enforce any provision of this Mortgage conferring a right on it.



 


		22	Jurisdiction



 


		22.1	Submission



 


For
the benefit of the Lenders, the Chargor and the Company each agree that the courts of the Cayman Islands have jurisdiction to
hear and determine any action, suit or proceeding, and settle any disputes, in connection with this Mortgage and accordingly submit
to the jurisdiction of the Cayman Islands courts.


 






    	 	22 



     


    




 


		22.2	Forum
                                         convenience and enforcement abroad



 


Each
of the Chargor and the Company:


 


		(a)	waive
                                         any objection which they may have to the Cayman Islands courts on the grounds of inconvenient
                                         forum or otherwise as regards proceedings in connection with this Mortgage, and agree
                                         not to argue before any court or tribunal that such courts are an inappropriate or inconvenient
                                         forum; and



 


		(b)	agree
                                         that a judgment or order of such courts in connection with this is conclusive and binding
                                         on each of them and may be enforced in the courts of any other jurisdiction.



 


		22.3	Non-exclusivity



 


Nothing
in this Clause 21 limits the right of the Agent to bring proceedings against the the Chargor or the Company in connection with
this Mortgage or the Obligations:


 


		(a)	in
                                         any other court of competent jurisdiction; or



 


		(b)	concurrently
                                         in more than one jurisdiction, to the extent permitted by law.



 


		22.4	Agent
                                         for Service of Process



 


Without
prejudice to the Agent’s rights to serve notice in any other manner permitted by law, the Chargor hereby irrevocably appoints
the Company as its agent for service of process in relation to any proceedings before the Cayman Islands courts in connection
with this Mortgage and agrees that failure by the Company to notify the Chargor shall not invalidate any proceedings concerned.


 


		22.5	Security
                                         for costs



 


To
the extent that the Chargor or the Company may, in any suit, action or proceeding brought in a court in any jurisdiction arising
out of or in connection with this Mortgage or the Obligations be entitled to the benefit of any provision of law requiring any
Lender in such suit, action or proceeding to post security for the costs of the Chargor or the Company, or to post a bond or take
similar action, the Chargor or the Company hereby irrevocably waive any such benefit, in each case to the fullest extent now or
hereafter permitted under the laws of such jurisdiction.


 


		23	Governing
                                         law



 


This
Mortgage is governed by Cayman Islands law.


 


This
Mortgage has been entered into on the date stated on the first page of this Mortgage.


 




    	 	23 



     


    

 


SCHEDULE
1 


 


Part
I - Form of Directors’ Letter of Resignation





 


Date:
[●]


 


P.O.
Box 309, Ugland House, Grand Cayman, KY1-1104


 


For
the attention of the Board of Directors of the Company / Maples Corporate Services Limited





 


Dear
Sirs


 


Resignation
as a director of BORQS International Holding Corp (the Company)


 


I
hereby resign with immediate effect as a director of the Company.


 


I
confirm that I have no claims against the Company for compensation in relation to my loss of office or otherwise, but to the extent
that I may have any such claim, I hereby irrevocably waive the same.


 


Yours
faithfully





 





	/s/ Pat Sek Yuen Chan	 
	Pat Sek Yuen Chan	 










 




    	 	24 



     


    




 


Part
II - Form of Directors’ Letter of Authority





 


Date:
[●]





 


Partners
for Growth V, L.P. (the Agent)


1660
Tiburon Blvd., Suite D


Tiburon,
CA 94920


For
the attention of: Geoff Allen / Tracy Pappas


Dear
Sir


 


Resignation
letter - directorship of Borqs International Holdings Corp (the Company)


 


Please
find enclosed a signed but undated letter from me resigning my position as a director of the Company.


 


I
hereby irrevocably authorise you, whenever an Event of Default has occurred and is continuing for the purpose of the equitable
share mortgage dated April __, 2018 made between the Chargor, the Company and the Agent (the Mortgage), to date
the letter and send it to the Company’s registered office thereby terminating my directorship of the Company without compensation
for loss of office. I acknowledge and agree that your discretion to act in this regard is to be exercised solely in your interests
as Agent under the Mortgage.


 


I
confirm that you may delegate the authority conferred by this letter to any of your successors and assigns as Agent in relation
to the Mortgage.


 


Yours
faithfully


 


	/s/ Pat Sek Yuen Chan	 
	Pat Sek Yuen Chan	 







 




    	 	25 



     


    

 


SCHEDULE
2 


 


Form
of Share Transfer


 


BORQS
International Holding Corp


(the
Company)





 


SHARE
TRANSFER


 


We,
Borqs Technologies, Inc. (the Transferor), for good and valuable consideration received by us from _______________________
(the Transferee), do hereby:


 


		(1)	transfer
                                         to the Transferee _________ shares of US$0.001 par value each standing in our name in
                                         the Register of Members of the Company, free of any liens, encumbrances or other restrictions
                                         thereon; and



 


		(2)	consent
                                         that our name remains on the Register of Members of the Company until such time as the
                                         Company enters the Transferee's name in the Register of Members of the Company.



 


This
Share Transfer is governed by Cayman Islands law.





 





	/s/ Pat Sek Yuen Chan	 
	SIGNED BY	 







 


Name:
Pat Sek Yuen Chan


A
duly authorised director acting for and on behalf of


Borqs
Technologies, Inc.


 




    	 	26 



     


    

 


EXECUTION
PAGE


 


The
parties have executed this agreement on the day and year first above written


 


Chargor


 





	Executed and delivered as a deed by 	)	 
	Borqs Technologies, Inc.	)	/s/ Pat Sek Yuen Chan
	acting by its duly authorised director	)	(Director)




 


 


	Executed
    and delivered as a deed by	)	 
	Borqs
    Technologies, Inc.	)	
	acting
    by its duly authorised director	)	(Director)






 


Company


 


	Executed
    and delivered as a deed by	)	 
	BORQS
    International Holding Corp	)	 
	acting
    by its duly authorised director	)	 
	 	 	(Director)



 


Agent


 


	Executed
    and delivered as a deed by	)	 
	Partners
    for Growth V, L.P.	)	 
	acting
    by its duly authorised signatory	)	 /s/
    Geoffrey Allan
	 	 	Authorised
    Signatory
	 	 	Geoffrey Allan
	 	 	Manager, Partners for Growth, LLC

                                                                                Its General Partner




 


 


27