Exhibit 4.1


 


NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT SECURED BY SUCH SECURITIES.


 


BORQS
TECHNOLOGIES, INC.


 


FORM
OF WARRANT


 


	Warrant
No. [___]	Original
Issue Date: ________, 2018



 


BORQS
Technologies, Inc., a British Virgin Islands corporation (the “Company”), hereby certifies that, as partial compensation
for services, [Maxim Partners LLC] or its registered assigns (the “Holder”), is entitled to purchase from the Company
up to a total of [______ (____________)] ordinary shares, no par value (each such share, a “Warrant Share” and all
such shares, the “Warrant Shares”), at any time and from time to time beginning on _______________, 2019 and through
and including _________, 2021 (the “Expiration Date”), and subject to the following terms and conditions:


 


1.
Definitions. As used in this Warrant, the following terms shall have the respective definitions set forth in this Section
1.


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 144.


 


“Business
Day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking
institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Exercise
Price” means $[___]1, subject to adjustment in accordance with Section 9.


 


“Fundamental
Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with
or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related
transactions, provided however, that the sale by the Company of any manufacturing business segment, product line or division shall
not be deemed to be a sale of substantially all of its assets, (3) any tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for
other securities, cash or property, or (4) the Company effects any reclassification of the Ordinary Shares or any compulsory share
exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property.


 


 


 





 






1
One hundred and twenty percent (120%) of the public offering price of a share


 






     


     


    

 


“New
York Courts” means the state and federal courts sitting in the City of New York, Borough of Manhattan.


 


“Ordinary
Shares” means the ordinary shares of the Company, no par value, and any securities into which such ordinary shares
may hereafter be reclassified or for which it may be exchanged as a class. “Original Issue Date” means
the Original Issue Date first set forth on the first page of this Warrant.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Rule
144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the SEC on having substantially the same effect as such Rule.


 


“SEC”
means the Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Subsidiary”
means any “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC under the Exchange
Act.


 


“Trading
Day” means (i) a day on which the Ordinary Shares are traded or quoted on a Trading Market, or (ii) if the Ordinary
Shares are not traded or quoted on any Trading Market, a day on which the Ordinary Shares are quoted in the over-the-counter market
as reported on the applicable tier of OTC Markets LLC (or any similar organization or agency succeeding to its functions of reporting
prices); provided, that in the event that the Ordinary Shares are not traded or quoted as set forth in (i) or (ii) hereof, then
Trading Day shall mean a Business Day.


 


“Trading
Market” means whichever of the New York Stock Exchange, NYSE Amex Equities, the NASDAQ Global Select Market, the
NASDAQ Global Market, the NASDAQ Capital Market or OTC Bulletin Board on which the Ordinary Shares arelisted or quoted for trading
on the date in question.


 


“Underwriting
Agreement” means the Underwriting Agreement dated [___], 2018 between the Company and Maxim Group LLC, as Representative
of the Underwriters named on Schedule A thereto.


 


“Warrant
Shares” means the Ordinary Shares issuable upon exercise of this Warrant.


 


2.
Registration of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that
purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem
and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, absent actual notice to the contrary.


 


3.
Registration of Transfers. Subject to the limitation set forth in the last sentence of Section 4 hereof, the Company shall
register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of
Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration
or transfer, a new Warrant to purchase Ordinary Shares, in substantially the form of this Warrant (any such new Warrant, a “New
Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing
the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of
the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations
of a holder of a Warrant.


 






    2


     


    

 


4.
Exercise and Duration of Warrants. This Warrant shall be exercisable by the registered Holder at any time and from time
to time from and after ____, 2019 (unless earlier exercisable pursuant to Section 11 hereof) through and including the Expiration
Date. At 6:30 p.m., New York City time on the Expiration Date, which in accordance with FINRA Rule 5110(f)(2)(H) shall not be
more than five (5) years from ______, 2018, the portion of this Warrant not exercised prior thereto shall be and become void and
of no value. The Company may not call or redeem any portion of this Warrant without the prior written consent of the affected
Holder. This Warrant shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short
sale, derivative, put, or call transaction that would result in the effective economic disposition of this Warrant by any person
for a period of six months immediately following ___________, 2018, except that such warrant may be assigned, in whole or in part,
to any successor, officer, manager or member of such holder or to officers, managers or members of such successor or member, and
to members of the underwriting syndicate or selling group.


 


5.
Delivery of Warrant Shares.


 


(a)
To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant
Shares represented by this Warrant is being exercised. Upon delivery of the Exercise Notice (in the form attached hereto) to the
Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of the Exercise
Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder (provided, that, in lieu of the
payment of the Exercise Price, the Holder may have notified the Company in its Exercise Notice that such exercise was made pursuant
to a Cashless Exercise (as defined in Section 11 hereof)), the Company shall promptly (but in no event later than five Trading
Days) after the Date of Exercise (as defined herein)) issue and deliver to the Holder, a certificate for the Warrant Shares issuable
upon such exercise. The Company shall, upon request of the Holder and subsequent to the date on which a registration statement
covering the resale of the Warrant Shares, if any, has been declared effective by the SEC, use its reasonable best efforts to
deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation
performing similar functions, if available, provided, that, the Company may, but will not be required to change its transfer agent
if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust Corporation. A “Date
of Exercise” means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the Warrant
Exercise Log attached to it), appropriately completed and duly signed and (ii) payment of the Exercise Price for the number of
Warrant Shares so indicated by the Holder to be purchased.


 


(b)
If by the fifth Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in
the manner required pursuant to Section 5(a), then the Holder will have the right to rescind such exercise.


 


(c)
The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision
hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment,
limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company
or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which
might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely
deliver certificates representing Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 


6.
Charges, Taxes and Expenses. Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without
charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in
respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however,
that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration
of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for
all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise
hereof.


 






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7.
Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be
issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant,
but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity (which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances
shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the
Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver
such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 


8.
Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate
of its authorized but unissued and otherwise unreserved Ordinary Shares, solely for the purpose of enabling it to issue Warrant
Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other
than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares
so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms
hereof, be duly and validly authorized, issued and fully paid and nonassessable.


 


9.
Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject
to adjustment from time to time as set forth in this Section 9.


 


(a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on
its Ordinary Shares or otherwise makes a distribution on any class of capital stock that is payable in Ordinary Shares, (ii) subdivides
outstanding Ordinary Shares into a larger number of shares, or (iii) combines outstanding shares of Ordinary Shares into a smaller
number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of Ordinary Shares outstanding immediately before such event and of which the denominator shall be the number of Ordinary
Shares outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective
immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution, and
any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date
of such subdivision or combination.


 


(b) Fundamental
Transactions. If, at any time while this Warrant is outstanding there is a Fundamental Transaction, then the Holder shall
have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property
as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been,
immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in
full of this Warrant (the “Alternate Consideration”). For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one share of Ordinary Shares in such Fundamental Transaction, and the Company shall
apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any
different components of the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the
Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. At the
Holder’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall
issue to the Holder a new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and
evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise
thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any
such successor or surviving entity to comply with the provisions of this paragraph (b) and insuring that the Warrant (or any
such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.


 


(c)
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9, the number
of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that
after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same
as the aggregate Exercise Price in effect immediately prior to such adjustment.


 






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(d) Calculations.
All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable. The
number of Ordinary Shares outstanding at any given time shall not include shares owned or held by or for the account of the
Company, and the disposition of any such shares shall be considered an issue or sale of Ordinary Shares.


 


(e)
Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will
promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment,
including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable
upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail
the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate
to the Holder and to the Company’s Transfer Agent.


 


(f)
Notice of Corporate Events. If the Company (i) declares a dividend or any other distribution of cash, securities or other
property in respect of its Ordinary Shares , including without limitation any granting of rights or warrants to subscribe for
or purchase any capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating
or solicits shareholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or
winding up of the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms
and conditions of such transaction (but only to the extent such disclosure would not result in the dissemination of material,
non-public information to the Holder) at least 10 calendar days prior to the applicable record or effective date on which a Person
would need to hold Ordinary Shares in order to participate in or vote with respect to such transaction, and the Company will take
all steps reasonably necessary in order to give the Holder the practical opportunity to exercise this Warrant prior to such time
so as to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or
any defect therein shall not affect the validity of the corporate action required to be described in such notice.


 


10. Payment
of Exercise Price. The Holder shall pay the Exercise Price by delivering immediately available funds if the Holder did
not notify the Company in the Exercise Notice that the exercise was made pursuant to a Cashless Exercise as further
described in Section 11 hereof.


 


11. Cashless
Exercise. If at any time after a date that is three months after the date of the Underwriting Agreement, there is no
effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the
Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless
exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by
dividing [(A-B) (X)] by (A), where:


 


(A)
= the VWAP on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless
exercise,” as set forth in the applicable Notice of Exercise;


 


(B)
= the Exercise Price of this Warrant, as adjusted hereunder; and


 


(X)
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant
if such exercise were by means of a cash exercise rather than a cashless exercise.


 


If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period
of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares.  The Company agrees not
to take any position contrary to this Section 11.


 






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“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest
preceding date) on the Trading Market on which the Ordinary Shares arethen listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading
Market, the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX
as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary
Shares are then reported in the “Pink Sheets” published by OTC Markets, Inc. (or a similar organization or agency
succeeding to its functions of reporting prices), the most recent bid price per share of the Ordinary Shares so reported, or (d)
in all other cases, the fair market value of a share of Ordinary Shares as determined by an independent appraiser selected in
good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.


 


Notwithstanding
anything herein to the contrary, on the Expiration Date, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 11.


 


12. Limitations
on Exercise. Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired
by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to
insure that, following such exercise (or other issuance), the total number of Ordinary Shares then beneficially owned by
such Holder and its Affiliates and any other Persons whose beneficial ownership of Ordinary Shares would be aggregated with
the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of issued and
outstanding Ordinary Shares (including for such purpose the shares of Ordinary Shares issuable upon such exercise). For such
purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. This provision shall not restrict the number of Ordinary Shares which a Holder may
receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may
receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. This restriction may not be
waived. Notwithstanding anything to the contrary contained in this Warrant, (a) no term of this Section may be waived by any
party, nor amended such that the threshold percentage of ownership would be directly or indirectly increased, (b) this
restriction runs with the Warrant and may not be modified or waived by any subsequent holder hereof and (c) any attempted
waiver, modification or amendment of this Section will be void ab initio.


 


13.
Demand Registration Rights. The Company hereby grants to the Holder a one-time demand registration right for three (3) years
from the Original Issuance Date with respect to the Warrant Shares at the Company’s expense.


 


14.
“Piggy-Back” Registration Rights. The Holder shall have the right, for a period of three (3) years from
the Original Issue Date, to include the Ordinary Shares underlying the Warrants (the “Registrable Securities”) as
part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated
by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form); provided, however, that
if, solely in connection with any primary underwritten public offering for the account of the Company, the managing
underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Ordinary Shares underlying
the Warrants which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing
or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated
to include in such registration statement only such limited portion of the Registrable Securities with respect to which the
Holder requested inclusion hereunder as the underwriter(s) shall reasonably permit. Any exclusion of Registrable Securities
shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable
Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable
Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to
inclusion of such securities in such registration statement or are not entitled to pro rata inclusion with the Registrable
Securities. The Holders shall be entitled to unlimited piggy-back registration rights pursuant to this Section 12(b). Any
holder of Registrable Securities may elect to withdraw such Holder’s request for inclusion of Registrable Securities in
any piggy-back registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of
the registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making
a demand pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the
effectiveness of the registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
by the Holders of Registrable Securities in connection with such piggy-back registration as provided in this Section 13. The
Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to this Section 13,
including the reasonable and documented expenses of a single legal counsel selected by the Holders to represent them in
connection with the sale of the Registrable Securities, but the Holders shall pay any and all underwriting commissions or
brokerage fees related to the Registrable Securities. In the event of such a proposed registration, the Company shall
furnish the then Holders of outstanding Registrable Securities with not less than fifteen (15) days written notice prior to
the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each
registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the
Holder. The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by
giving written notice, within ten (10) days of the receipt of the Company’s notice of its intention to file a
registration statement. The Company shall use its commercially reasonable efforts to cause any registration statement filed
pursuant to the piggyback right granted under this Section 13 to remain effective for a period of at least nine (9)
consecutive months from the date that the Holders of the Registrable Securities covered by such registration statement are
first given the opportunity to sell all of such securities.


 






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15. No
Fractional Shares. No fractional Ordinary Shares will be issued in connection with any exercise of this Warrant. In lieu
of any fractional shares which would, otherwise be issuable, the Company shall pay cash equal to the product of such
fraction multiplied by the closing price of one Warrant Share as reported by the applicable Trading Market on the date of
exercise.


 


16. Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice)
shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number specified in this Section prior to 6:30 p.m. (New
York City time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number specified in this Section on a day that is not a Trading Day or later than
6:30 p.m. (New York City time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally
recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.
The addresses for such communications shall be: (i) if to the Company, to Building B23-A, Universal Business Park, No. 10
Jiuxianqiao Road, Chaoyang District, Beijing, China 100015, Attn: Chief Executive Officer, or to Facsimile No.:
[____________] (or such other address as the Company shall indicate in writing in accordance with this Section), or (ii) if
to the Holder, to the address or facsimile number appearing on the Warrant Register or such other address or facsimile number
as the Holder may provide to the Company in accordance with this Section.


 


17. Warrant
Agent. The Company shall serve as warrant agent under this Warrant. Upon 10 days’ notice to the Holder, the Company
may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or
any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any
corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders
services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant
agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to
the Holder at the Holder’s last address as shown on the Warrant Register.


 


18. Miscellaneous.


 


(a)
This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject
to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder
any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed
by the Company and the Holder and their successors and assigns.


 






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(b)
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and
construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and
defense of this Warrant and the transactions herein contemplated (“Proceedings”) (whether brought against a party
hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each party
hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any
New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby
irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any
and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the transactions
contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant, then the
prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such Proceeding.


 


(c)
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.


 


(d)
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and
the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially
reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(e)
Prior to exercise of this Warrant, the Holder hereof shall not, by reason of being a Holder, be entitled to any rights of a shareholder
with respect to the Warrant Shares.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK,


 


SIGNATURE
PAGE FOLLOWS]


 






    8


     


    

 





IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated
above.


 


	 	BORQS TECHNOLOGIES, INC.
	 	 
	 	By	 
	 		Name:
	 		Title:




 


[Signature
Page to Warrant]


 









     


     


    

 


EXERCISE
NOTICE


BORQS
TECHNOLOGIES, INC.


WARRANT
DATED ________


 


The
undersigned Holder hereby irrevocably elects to purchase _____ Ordinary Shares pursuant to the above referenced Warrant. Capitalized
terms used herein and not otherwise defined have the respective meanings set forth in the Warrant.


 


		(1)	The
                                         undersigned Holder hereby exercises its right to purchase _____ Warrant Shares pursuant
                                         to the Warrant.



 


		(2)	The
                                         holder intends that payment of the Exercise Price shall be made as:



 


_____
a “Cash Exercise” with respect to _____ Warrant Shares; and/or


 


_____
a “Cashless Exercise” with respect to _____ Warrant Shares.


 


		(3)	Pursuant
                                         to this Exercise Notice, the Company shall deliver to the holder _____ Warrant Shares
                                         in accordance with the terms of the Warrant.



 


		(4)	By
                                         its delivery of this Exercise Notice, the undersigned represents and warrants to the
                                         Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially
                                         own in excess of the number of Ordinary Shares (determined in accordance with Section
                                         13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 12
                                         of this Warrant to which this notice relates.



 


	Dated:
    _________________________, __________	Name of Holder:
	 	 	 
	 	(Print) 	
	 	 	 
	 	By:	
	 	 	Name
	 	 	Title
	 	 	(Signature
    must conform in all respects to name of holder as specified on the face of the Warrant)


 






     


     


    

 


Warrant
Shares Exercise Log


 


	Date
	 	 	Number of Warrant Shares Available to be Exercised	 	 	Number of Warrant Shares Exercised
	 	 	Number of Warrant Shares Remaining to be Exercised
	 	 	 	 	 	 	 	 	 	 









 






     


     


    

 


BORQS
TECHNOLOGIES, INC.


WARRANT
DATED ________


WARRANT
NO. [___]


 


FORM
OF ASSIGNMENT


 


[To
be completed and signed only upon transfer of Warrant]


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____ the right represented by the above-captioned Warrant
to purchase _____ Ordinary Shares to which such Warrant relates and appoints _____ attorney to transfer said right on the books
of the Company with full power of substitution in the premises.


 


	Dated:
    __________________, __________	 	
	 	 	(Signature
    must conform in all respects to name of holder as specified on the face of the Warrant)
	 	 	 
	 	 	
	 	 	

                                                                                Address of Transferee:

	 	 	 
	 	 	 
	 	 	 
	 	 	
	 	 	 
	In
    the presence of