EXHIBIT
10.28


 


INTELLECTUAL
PROPERTY SECURITY AGREEMENT


 


This
Intellectual Property Security Agreement (this “Agreement”) is entered into as of April 30, 2018 (the “Effective
Date”), by and between PARTNERS FOR GROWTH V, L.P. (“PFG”) and BORQS International Holding Corp, a company duly
incorporated and validly existing under and by virtue of the Laws of The Cayman Islands, registered under company number 192127
and with its registered office at P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (“Grantor”), with
reference to the following facts:


 


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


 


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


 


Grantor
agrees as follows:


 


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


 






     

     


    

 


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


 


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


 


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


 


[Signature
Page Follows]


 




    	 	2	 



     


    

   





	Address
    of Grantor:	BORQS
    International Holding Corp
	 	 	 
	P.O.
                                         Box 309


Ugland
House


Grand
Cayman KY1-1104


Cayman Islands




	By:	/s/
    Pat Sek Yuen Chan
	 	Name:	
    Pat Sek Yuen Chan
	 	Title:	Sole Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Director
	 	 	 
	Address
    of PFG:	PARTNERS
    FOR GROWTH V, L.P.
	 	 	 
	Partners
                                         for Growth V, L.P.


1660
Tiburon Blvd., Suite D


Tiburon,
California 94920




	By:  	 /s/
    Geoffrey Allan
	 	Name:	
    Geoffrey Allan
	 	Title:	Manager,
    Partners for Growth V, LLC
	 	 	Its:
    General Partner




 


 Intellectual
Property Security Agreement Signature Page


 




    	 	3	 



     


    

 


SCHEDULE
A


 

BORQS International Holding Corp


 


Trademark
Schedule


 


 


 


None
at Effective Date


 




    	 	4	 



     


    

 


SCHEDULE
B


 


BORQS
International Holding Corp


 


Patent
Schedule


 


 


 


None
at Effective Date


 




    	 	5	 



     


    

 


SCHEDULE
C


 


BORQS
International Holding Corp


 


COPYRIGHTS


 


 


 


None
at Effective Date


 




    	 	6	 



     


    

 


SCHEDULE
D


 


BORQS
International Holding Corp


 


DOMAIN
RIGHTS


 


	Domain
    Name	 	Service
    Provider Contact Detail and Account number (if any)	 	Owner
    and Registrar or Administrative Contact of Record	 	Expiry
    Date of Domain
	None
    at Effective Date	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





 






    	 	7	 



     


    

 


TRADEMARK
COLLATERAL AGREEMENT AND NOTICE


 


This
Trademark Collateral Agreement and Notice dated as of April 30, 2018 (“Trademark Agreement”), is between BORQS International
Holding Corp, a company duly incorporated and validly existing under and by virtue of the Laws of The Cayman Islands, registered
under company number 192127 and with registered office address at P.O. Box 309, Ugland House, Grand Cayman KY1-1104 (“Assignor”)
and Partners for Growth V, L.P., 1660 Tiburon Blvd., Suite D, Tiburon, California 94920 (“Assignee”) pursuant
to a Loan and Security Agreement, an Intellectual Property Security Agreement of even date herewith by and among Assignor and
Assignee (the “IP Security Agreement”) and pursuant to certain other loan documents referenced therein (collectively,
the “Loan Documents”).


 


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


 


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


 


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


 


Executed
as of the date first above written.


 





	Assignor:	 	 	Assignee:
	 	 	 	 	 
	BORQS International Holding Corp	 	PARTNERS FOR GROWTH V, L.P.
	 	 	 	 	 
	By	/s/ Pat Sek Yuen Chan	 	By	/s/ Geoffrey Allan
	Name:	Pat Sek Yuen Chan	 	Name:	Geoffrey Allan
	Title:	Sole Director	 	Title:	Manager,
        Partners for Growth V, LLC


Its General Partner





	 	              	 	 	 
	By	       	 	 	 
	Name:	 	 	 	 
	Title:	Director	 	 	 


  






    	 	8	 



     


    

 


EXHIBIT
1


 


BORQS
International Holding Corp


 


Trademark
Schedule


 


 


 


 


 


 




    	 	9	 



     


    

 


PATENT
COLLATERAL AGREEMENT AND NOTICE


 


This
Patent Collateral Agreement and Notice dated as of April 30, 2018 (“Patent Agreement”), is between BORQS International
Holding Corp, a company duly incorporated and validly existing under and by virtue of the Laws of The Cayman Islands, registered
under company number 192127 and with registered office address at P.O. Box 309, Ugland House, Grand Cayman KY1-1104 (“Assignor”)
and Partners for Growth V, L.P., 1660 Tiburon Blvd., Suite D, Tiburon, California 94920 (“Assignee”) pursuant
to a Loan and Security Agreement, an Intellectual Property Security Agreement of even date herewith by and among Assignor and
Assignee (the “IP Security Agreement”) and pursuant to certain other loan documents referenced therein (collectively,
the “Loan Documents”).


 


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


 


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


 


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


 


Executed
as of the date first above written.


 





	Assignor:	 	 	Assignee:
	 	 	 	 	 
	BORQS International Holding Corp	 	PARTNERS FOR GROWTH V, L.P.
	 	 	 	 	 
	By	/s/ Pat
    Sek Yuen Chan	 	By	/s/ Geoffrey Allan
	Name:	Pat Sek Yuen Chan	 	Name:	Geoffrey Allan
	Title:	Sole Director	 	Title:	Manager,
        Partners for Growth V, LLC


Its General Partner





	 	 	 	 	 
	By	       	 	 	 
	Name:	 	 	 	 
	Title:	Director	 	 	 



  



    	 	10	 



     


    

 


EXHIBIT
1


 


BORQS
International Holding Corp


 


Patent
Schedule


 


 


 


 


 




    	 	11	 



     


    

  


COPYRIGHT
COLLATERAL AGREEMENT AND NOTICE


 


This
Copyright Collateral Agreement and Notice dated as of April 30, 2018 (“Copyright Agreement”), is between BORQS International
Holding Corp, a company duly incorporated and validly existing under and by virtue of the Laws of The Cayman Islands, registered
under company number 192127 and with registered office address at P.O. Box 309, Ugland House, Grand Cayman KY1-1104 (“Assignor”)
and Partners for Growth V, L.P., 1660 Tiburon Blvd., Suite D, Tiburon, California 94920 (“Assignee”) pursuant
to a Loan and Security Agreement, an Intellectual Property Security Agreement of even date herewith by and among Assignor and
Assignee (the “IP Security Agreement”) and pursuant to certain other loan documents referenced therein (collectively,
the “Loan Documents”).


 


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


 


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


 


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


 


Executed
as of the date first above written.


 





	Assignor:	 	 	Assignee:
	 	 	 	 	 
	BORQS International Holding Corp	 	PARTNERS FOR GROWTH V, L.P.
	 	 	 	 	 
	By	/s/ Pat
    Sek Yuen Chan	 	By	/s/ Geoffrey Allan
	Name:	Pat Sek Yuen Chan	 	Name:	Geoffrey Allan
	Title:	Sole Director	 	Title:	Manager,
        Partners for Growth V, LLC


Its General Partner





	 	 	 	 	 
	By	       	 	 	 
	Name:	 	 	 	 
	Title:	Director	 	 	 


 



    	 	12	 



     


    

 


EXHIBIT
1





BORQS
International Holding Corp


 

COPYRIGHT SCHEDULE


 


 


 


 


 




    	 	13	 



     


    

 


DOMAIN
RIGHTS COLLATERAL AGREEMENT AND NOTICE


 


This
Domain Rights Collateral Agreement and Notice dated as of April 30, 2018 (“Domain Agreement”), is between BORQS International
Holding Corp, a company duly incorporated and validly existing under and by virtue of the Laws of The Cayman Islands, registered
under company number 192127 and with registered office address at P.O. Box 309, Ugland House, Grand Cayman KY1-1104 (“Assignor”)
and Partners for Growth V, L.P., 1660 Tiburon Blvd., Suite D, Tiburon, California 94920 (“Assignee”) pursuant
to a Loan and Security Agreement, an Intellectual Property Security Agreement of even date herewith by and among Assignor and
Assignee (the “IP Security Agreement”) and pursuant to certain other loan documents referenced therein (collectively,
the “Loan Documents”).


 


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


 


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


 


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


 


Executed
as of the date first above written.


   





	Assignor:	 	 	Assignee:
	 	 	 	 	 
	BORQS International Holding Corp	 	PARTNERS FOR GROWTH V, L.P.
	 	 	 	 	 
	By	/s/
    Pat Sek Yuen Chan	 	By	/s/ Geoffrey Allan
	Name:	Pat Sek Yuen Chan	 	Name:	Geoffrey Allan
	Title:	Sole Director	 	Title:	Manager,
        Partners for Growth V, LLC


Its General Partner





	 	 	 	 	 
	By	       	 	 	 
	Name:	 	 	 	 
	Title:	Director	 	 	 





 




    	 	14	 



     


    

 


EXHIBIT
1


 


BORQS
International Holding Corp


 


DOMAIN
RIGHTS




 


 


 


 


 


 


15