Exhibit 10.4


  


FORM
OF


NON-COMPETITION
AND NON-SOLICITATION AGREEMENT


 


THIS
NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as
of [●], 2017 by [_______________________], an individual residing in [____________] (the “Subject Party”),
in favor of and for the benefit of Pacific Special Acquisition Corp., a business company incorporated in the British Virgin
Islands with limited liability, which will be known after the consummation of the transactions contemplated by the Merger Agreement
(as defined below) as “Borqs Technologies, Inc.” (including any successor entity thereto, “Purchaser”),
Borqs International Holding Corp., a company formed under the laws of the Cayman Islands with limited liability (together
with its successors, including the Surviving Company (as defined in the Merger Agreement), the “Company”),
and each of Purchaser’s and/or the Company’s respective present and future successors and direct and indirect Subsidiaries
(collectively with Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but
not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.


 


WHEREAS,
on December 27, 2016, Purchaser and the Company entered into that certain Merger Agreement (as amended from time to time in accordance
with the terms thereof, the “Merger Agreement”), by and among (i) Purchaser, (ii) PAAC Merger Subsidiary
Limited, a company formed under the laws of the Cayman Islands with limited liability and a wholly-owned subsidiary of Purchaser
(“Merger Sub”), (iii) Zhengqi International Holding Limited, in the capacity as the Purchaser Representative
thereunder (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”),
(iv) Zhengdong Zou, in the capacity as the Seller Representative thereunder, (v) the Company and (vi) for certain limited purposes
thereunder, Zhengqi International Holding Limited, a company incorporated in the British Virgin Islands, pursuant to which, subject
to the terms and conditions thereof, Merger Sub merged with an into the Company, with the Company continuing as the surviving
company, and with the Company’s shareholders receiving equity shares of Purchaser;


 


WHEREAS,
the Company, directly and indirectly through its Subsidiaries (including the WFOE, the VIE Entities and their respective Subsidiaries),
provides software and solutions for connected devices in the Internet of Things industry, and mobile communication service as
a Mobile Virtual Network Operator (the “Business”);


 


WHEREAS,
in connection with, and as a condition to the consummation of the transactions contemplated by the Merger Agreement (the “Transactions”),
and to enable Purchaser and the Company to secure more fully the benefits of the Transactions, including the protection and maintenance
of the goodwill and confidential information of the Company and its Subsidiaries, Purchaser has required that the Subject Party
enter into this Agreement;


 


WHEREAS,
the Subject Party is entering into this Agreement in order to induce Purchaser and Merger Sub to consummate the Transactions,
pursuant to which the Subject Party will directly or indirectly receive a material benefit; and


 


WHEREAS,
the Subject Party, as a former and/or current shareholder, director, officer and/or employee of the Company or its Subsidiaries,
has contributed to the value of the Company and has obtained extensive and valuable knowledge and confidential information concerning
the business of the Company and its Subsidiaries.


 






     


     


    

 


NOW,
THEREFORE, in order to induce Purchaser to consummate the Transactions, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Subject Party hereby agrees as follows:


 


1. 
Restriction on Competition.


 


(a) 
Restriction. The Subject Party hereby agrees that during the period from the Closing until the later of (i) the four (4)
year anniversary of the Closing Date and (ii) the date on which the Subject Party is no longer a director, officer, manager, employee
or independent contractor of any Covered Party (the “Termination Date”, and such period from the Closing
until the later of clauses (i) and (ii), the “Restricted Period”), the Subject Party will not, and will
cause its Controlled Affiliates not to, without the prior written consent of Purchaser (which may be withheld in its sole discretion),
anywhere in the People’s Republic of China or in any other markets in which the Covered Parties are engaged, or are actively
contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (the “Territory”),
directly or indirectly engage in the Business (other than through a Covered Party) or own, manage, finance or control, or participate
in the ownership, management, financing or control of, or become engaged or serve as an officer, director, member, partner, employee,
agent, consultant, advisor or representative of, a business or entity (other than a Covered Party) that engages in the Business
(a “Competitor”). Notwithstanding the foregoing, the Subject Party and his or her Affiliates may own
passive investments of no more than two percent (2%) of any class of outstanding equity interests in a Competitor that is publicly
traded, so long as the Subject Party and his or her Affiliates and immediate family members are not involved in the management
or control of such Competitor (“Permitted Ownership”).


 


(b) 
Acknowledgment. The Subject Party acknowledges and agrees, based upon the advice of legal counsel and/or the Subject Party’s
own education, experience and training, that (i) the Subject Party possesses knowledge of confidential information of the Company
and its Subsidiaries and the Business, (ii) the Subject Party’s execution of this Agreement is a material inducement to
Purchaser to consummate the Transactions and to realize the goodwill of the Company and its Subsidiaries, for which the Subject
Party and/or his or her Affiliates will receive a substantial direct or indirect financial benefit, and that Purchaser would not
have entered into the Merger Agreement or consummated the Transactions but for the Subject Party’s agreements set forth
in this Agreement; (iii) it would impair the goodwill of the Company and its Subsidiaries and reduce the value of the assets of
the Company and its Subsidiaries and cause serious and irreparable injury if the Subject Party were to use his or her ability
and knowledge by engaging in the Business in competition with a Covered Party, and/or to otherwise breach the obligations contained
herein and that the Covered Parties would not have an adequate remedy at law because of the unique nature of the Business, (iv)
the Subject Party and his or her Controlled Affiliates have no intention of engaging in the Business during the Restricted Period
other than through Permitted Ownership, (v) the relevant public policy aspects of restrictive covenants, covenants not to compete
and non-solicitation provisions have been discussed, and every effort has been made to limit the restrictions placed upon the
Subject Party to those that are reasonable and necessary to protect the Covered Parties’ legitimate interests, (vi) the
Covered Parties conduct and intend to conduct the Business everywhere in the Territory and compete with other businesses that
are or could be located in any part of the Territory, (vii) the foregoing restrictions on competition are fair and reasonable
in type of prohibited activity, geographic area covered, scope and duration, (viii) the consideration provided to the Subject
Party under this Agreement and the Merger Agreement is not illusory, and (ix) such provisions do not impose a greater restraint
than is necessary to protect the goodwill or other business interests of the Covered Parties.


 






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2. 
No Solicitation; No Disparagement.


 


(a) 
No Solicitation of Employees and Consultants. The Subject Party agrees that, during the Restricted Period, the Subject
Party and his or her Controlled Affiliates will not, without the prior written consent of Purchaser (which may be withheld in
its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in
the performance of the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage
as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce,
encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether
as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere
with the relationship between any Covered Personnel and any Covered Party; provided, however, the Subject Party
will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently solicits an
offer of employment from the Subject Party or his or her Controlled Affiliate (or other Person whom any of them is acting on behalf
of) by responding to a general advertisement or solicitation program conducted by or on behalf of the Subject Party or his or
her Controlled Affiliate (or such other Person whom any of them is acting on behalf of) that is not specifically targeted at such
Covered Personnel or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement,
“Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor
of the Covered Parties, (A) if the relevant time of determination is before the Termination Date, as of such date of determination
or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination
Date, as of the Termination Date or during the one (1) year period preceding the Termination Date.


 


(b) 
Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party
and his or her Controlled Affiliates will not, without the prior written consent of Purchaser (which may be withheld in its sole
discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of the
Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise
knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become,
a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer
with any Covered Party, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case,
with respect to or relating to the Business; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual
relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating
to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered
Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with
or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time
of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes
of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client
(or prospective customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal)
of a Covered Party, (A) if the relevant time of determination is before the Termination Date, as of such date of determination
or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination
Date, as of the Termination Date or during the one (1) year period preceding the Termination Date.


 


(c) 
Non-Disparagement. The Subject Party agrees that from and after the Closing Date until the second (2nd) anniversary
of the end of the Restricted Period, the Subject Party and its Controlled Affiliates will not, directly or indirectly engage in
any conduct that involves the making or publishing (including through electronic mail distribution or online social media) of
any written or oral statements or remarks (including the repetition or distribution of derogatory rumors, allegations, negative
reports or comments) that are disparaging, deleterious or damaging to the integrity, reputation or good will of one or more Covered
Parties or their respective management, officers, employees, independent contractors or consultants. Notwithstanding the foregoing,
subject to Section 3 below, the provisions of this Section 2(c) shall not restrict the Subject Party from providing
truthful testimony or information in response to a subpoena or investigation by a Governmental Authority or in connection with
any legal action by the Subject Party against any Covered Party under this Agreement, the Merger Agreement or any other Ancillary
Document that is asserted by the Subject Party in good faith.


 






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3. 
Confidentiality. From and after the Closing Date, the Subject Party will, and will cause its Representatives to, keep confidential
and not (except, if applicable, in the performance of the Subject Party’s duties on behalf of the Covered Parties) directly
or indirectly use, disclose, reveal, publish, transfer or provide access to, any and all Covered Party Information without the
prior written consent of Purchaser (which may be withheld in its sole discretion). As used in this Agreement, “Covered
Party Information” means all material and information relating to the business, affairs and assets of any Covered
Party, including material and information that concerns or relates to such Covered Party’s bidding and proposal, technical,
computer hardware or software, administrative, management, operational, data processing, financial, marketing, sales, human resources,
business development, planning and/or other business activities, regardless of whether such material and information is maintained
in physical, electronic, or other form, that is: (A) gathered, compiled, generated, produced or maintained by such Covered Party
through its Representatives, or provided to such Covered Party by its suppliers, service providers or customers; and (B) intended
and maintained by such Covered Party or its Representatives, suppliers, service providers or customers to be kept in confidence.
The obligations set forth in this Section 3 will not apply to any Covered Party Information where the Subject Party can
prove that such material or information: (i) is known or available through other lawful sources not bound by a confidentiality
agreement with, or other confidentiality obligation to, any Covered Party; (ii) is or becomes publicly known through no violation
of this Agreement or other non-disclosure obligation of the Subject Party or any of its Representatives; (iii) is already in the
possession of the Subject Party at the time of disclosure through lawful sources not bound by a confidentiality agreement or other
confidentiality obligation as evidenced by the Subject Party’s documents and records; or (iv) is required to be disclosed
pursuant to an order of any administrative body or court of competent jurisdiction (provided that (A) the applicable Covered Party
is given reasonable prior written notice, (B) the Subject Party cooperates (and causes its Representatives to cooperate) with
any reasonable request of any Covered Party to seek to prevent or narrow such disclosure and (C) if after compliance with clauses
(A) and (B) such disclosure is still required, the Subject Party and its Representatives only disclose such portion of the Covered
Party Information that is expressly required by such order, as it may be subsequently narrowed).


 


4. 
Representations and Warranties. The Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties
as of the date of this Agreement and as of the Closing Date, that: (a) the Subject Party has full power and capacity to execute
and deliver, and to perform all of the Subject Party’s obligations under, this Agreement; and (b) neither the execution
and delivery of this Agreement nor the performance of the Subject Party’s obligations hereunder will result directly or
indirectly in a violation or breach of any agreement or obligation by which the Subject Party is a party or otherwise bound. By
entering into this Agreement, the Subject Party certifies and acknowledges that the Subject Party has carefully read all of the
provisions of this Agreement, and that the Subject Party voluntarily and knowingly enters into this Agreement.


 


5. 
Remedies. The covenants and undertakings of the Subject Party contained in this Agreement relate to matters which are of a
special, unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury
to the Covered Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated.
The Subject Party agrees that, in the event of any breach or threatened breach by the Subject Party of any covenant or obligation
contained in this Agreement, each applicable Covered Party will be entitled to obtain the following remedies (in addition to,
and not in lieu of, any other remedy at law or in equity or pursuant to the Merger Agreement or the other Ancillary Documents
that may be available to the Covered Parties, including monetary damages), and a court of competent jurisdiction may award: (i)
an injunction, restraining order or other equitable relief restraining or preventing such breach or threatened breach, without
the necessity of proving actual damages or posting bond or security, which the Subject Party expressly waives; and (ii) recovery
of the Covered Party’s attorneys’ fees and costs incurred in enforcing the Covered Party’s rights under this
Agreement. The Subject Party hereby consents to the award of any of the above remedies to the applicable Covered Party in connection
with any such breach or threatened breach. The Subject Party hereby acknowledges and agrees that in the event of any breach of
this Agreement, any value attributed or allocated to this Agreement (or any other non-competition agreement with the Subject Party)
under or in connection with the Merger Agreement shall not be considered a measure of, or a limit on, the damages of the Covered
Parties.


 






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6. 
Survival of Obligations. The expiration of the Restricted Period will not relieve the Subject Party of any obligation or liability
arising from any breach by the Subject Party of this Agreement during the Restricted Period. Each Subject Party further agrees
that the time period during which the covenants contained in Section 1 and Section 2 of this Agreement will be effective
will be computed by excluding from such computation any time during which the Subject Party is in violation of any provision of
such Sections.


 


7. 
Miscellaneous.


 


(a) 
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt,
(iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3)
Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case
to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):


 


	 

                                                                                                                                  If
        to Purchaser (or any other Covered Party), to:

         

        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

         

        and

         

        Zhengqi
        International Holding Limited

        855 Pudong South Road

        The World Plaza, 27th Floor

        Pudong, Shanghai 200120, China

        Attn: Yaqi (Sophie) Feng, COO

        Facsimile No.: 86-21-8012-9882

        Telephone No: 86-21-8012-9878

        Email: fengyq@tpyzq.com

         
	 

                                                                                                                                  with
        copies (that will not constitute notice) to: 

         

        Fenwick
        & West LLP

        801 California Street

        Mountain View, CA 94041

        Attention: Eva Wang

        Facsimile No.: (650) 938-5200

        Telephone No.: (650) 335-7878

        Email: ewang@fenwick.com

         

        and

         

        Ellenoff
        Grossman & Schole LLP

        1345 Avenue of the Americas, 11th Floor

        New York, New York 10105

        Attn: Douglas Ellenoff, Esq.

        Stuart Neuhauser, Esq.

        Facsimile No.: (212) 370-7889

        Telephone No.: (212) 370-1300

        Email: ellenoff@egsllp.com

        sneuhauser@egsllp.com

	 

                                                                                                     If to the Subject Party, to:
 the address below the Subject Party’s name on the signature page to this Agreement.

                                                                                 



 






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(b) 
Integration and Non-Exclusivity. This Agreement, the Merger Agreement and the other Ancillary Documents contain the entire
agreement between the Subject Party and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing,
the rights and remedies of the Covered Parties under this Agreement are not exclusive of or limited by any other rights or remedies
which they may have, whether at law, in equity, by contract or otherwise, all of which will be cumulative (and not alternative).
Without limiting the generality of the foregoing, the rights and remedies of the Covered Parties, and the obligations and liabilities
of the Subject Party, under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities
(i) under the laws of unfair competition, misappropriation of trade secrets, or other requirements of statutory or common law,
or any applicable rules and regulations and (ii) otherwise conferred by contract, including the Merger Agreement and any other
written agreement between the Subject Party and any of the Covered Parties. Nothing in the Merger Agreement will limit any of
the obligations, liabilities, rights or remedies of the Subject Party or the Covered Parties under this Agreement, nor will any
breach of the Merger Agreement or any other agreement between the Subject Party and any of the Covered Parties limit or otherwise
affect any right or remedy of the Covered Parties under this Agreement. If any term or condition of any other agreement between
the Subject Party and any of the Covered Parties conflicts or is inconsistent with the terms and conditions of this Agreement,
the more restrictive terms will control as to the Subject Party.


 


(c) 
Severability; Reformation. Each provision of this Agreement is separable from every other provision of this Agreement.
If any provision of this Agreement is found or held to be invalid, illegal or unenforceable, in whole or in part, by a court of
competent jurisdiction, then (i) such provision will be deemed amended to conform to applicable laws so as to be valid, legal
and enforceable to the fullest possible extent, (ii) the invalidity, illegality or unenforceability of such provision will not
affect the validity, legality or enforceability of such provision under any other circumstances or in any other jurisdiction,
and (iii) the invalidity, illegality or unenforceability of such provision will not affect the validity, legality or enforceability
of the remainder of such provision or the validity, legality or enforceability of any other provision of this Agreement. The Subject
Party and the Covered Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision
that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable
provision. Without limiting the foregoing, if any court of competent jurisdiction determines that any part hereof is unenforceable
because of the duration, geographic area covered, scope of such provision, or otherwise, such court will have the power to reduce
the duration, geographic area covered or scope of such provision, as the case may be, and, in its reduced form, such provision
will then be enforceable. The Subject Party will, at a Covered Party’s request, join such Covered Party in requesting that
such court take such action.


 


(d) 
Amendment; Waiver. This Agreement may not be amended or modified in any respect, except by a written agreement executed
by the Subject Party, Purchaser and the Purchaser Representative (or their respective permitted successors or assigns). No waiver
will be effective unless it is expressly set forth in a written instrument executed by the waiving party (and if such waiving
party is a Covered Party, the Purchaser Representative) and any such waiver will have no effect except in the specific instance
in which it is given. Any delay or omission by a party in exercising its rights under this Agreement, or failure to insist upon
strict compliance with any term, covenant, or condition of this Agreement will not be deemed a waiver of such term, covenant,
condition or right, nor will any waiver or relinquishment of any right or power under this Agreement at any time or times be deemed
a waiver or relinquishment of such right or power at any other time or times.


 






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(e) 
Dispute Resolution. Any dispute, difference, controversy or claim arising in connection with or related or incidental to,
or question occurring under, this Agreement or the subject matter hereof (other than applications for a temporary restraining
order, preliminary injunction, permanent injunction or other equitable relief or application for enforcement of a resolution under
this Section 7(e)) (a “Dispute”) shall be governed by this Section 7(e). A party must,
in the first instance, provide written notice of any Disputes to the other parties subject to such Dispute, which notice must
provide a reasonably detailed description of the matters subject to the Dispute. Any Dispute that is not resolved may at any time
after the delivery of such notice immediately be referred to and finally resolved by arbitration pursuant to the then-existing
Expedited Procedures of the Commercial Arbitration Rules (the “AAA Procedures”) of the American Arbitration
Association (the “AAA”). Any party involved in such Dispute may submit the Dispute to the AAA to commence
the proceedings after the Resolution Period. To the extent that the AAA Procedures and this Agreement are in conflict, the terms
of this Agreement shall control. The arbitration shall be conducted by one arbitrator nominated by the AAA promptly (but in any
event within five (5) Business Days) after the submission of the Dispute to the AAA and reasonably acceptable to each party subject
to the Dispute, which arbitrator shall be a commercial lawyer with substantial experience arbitrating disputes under acquisition
agreements. The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event within
five (5) Business Days) after his or her nomination and acceptance by the parties subject to the Dispute. The proceedings shall
be streamlined and efficient. The arbitrator shall decide the Dispute in accordance with the substantive law of the State of New
York. Time is of the essence. Each party shall submit a proposal for resolution of the Dispute to the arbitrator within twenty
(20) days after confirmation of the appointment of the arbitrator. The arbitrator shall have the power to order any party to do,
or to refrain from doing, anything consistent with this Agreement, the Ancillary Documents and applicable Law, including to perform
its contractual obligation(s); provided, that the arbitrator shall be limited to ordering pursuant to the foregoing power
(and, for the avoidance of doubt, shall order) the relevant party (or parties, as applicable) to comply with only one or the other
of the proposals. The arbitrator's award shall be in writing and shall include a reasonable explanation of the arbitrator's reason(s)
for selecting one or the other proposal. The seat of arbitration shall be in New York County, State of New York. The language
of the arbitration shall be English.


 


(f) 
Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of
the State of New York without regard to the conflict of laws principles thereof. Subject to Section 7(e), all Actions arising
out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York,
New York (or in any court in which appeal from such courts may be taken) (the “Specified Courts”). Subject
to Section 7(e), each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose
of any Action arising out of or relating to this Agreement brought by any party hereto, (b) irrevocably waives, and agrees not
to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction
of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an
inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may
not be enforced in or by any Specified Court and (c) waives any bond, surety or other security that might be required of any other
party with respect thereto. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by Law or in equity. Each party irrevocably consents to
the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions
contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party
at the applicable address set forth in Section 7(a). Nothing in this Section 7(f) shall affect the right of any
party to serve legal process in any other manner permitted by Law.


 






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(g) 
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7(g). ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION 7(g) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT
TO TRIAL BY JURY.


 


(h) 
Successors and Assigns; Third Party Beneficiaries. This Agreement will be binding upon the Subject Party and the Subject
Party’s estate, successors and assigns, and will inure to the benefit of the Covered Parties, and their respective successors
and assigns. Each Covered Party may freely assign any or all of its rights under this Agreement, at any time, in whole or in part,
to any Person which acquires, in one or more transactions, at least a majority of the equity securities (whether by equity sale,
merger or otherwise) of such Covered Party or all or substantially all of the assets of such Covered Party and its Subsidiaries,
taken as a whole, without obtaining the consent or approval of the Subject Party. The Subject Party agrees that the obligations
of the Subject Party under this Agreement are personal and will not be assigned by the Subject Party. Each of the Covered Parties
are express third party beneficiaries of this Agreement and will be considered parties under and for purposes of this Agreement.


 


(i)  
Purchaser Representative Authorized to Act on Behalf of Covered Parties. The parties acknowledge and agree that the Purchaser
Representative is authorized and shall have the sole right to act on behalf of Purchaser and the other Covered Parties under this
Agreement, including the right to enforce Purchaser’s rights and remedies under this Agreement. Without limiting the foregoing,
in the event that the Subject Party serves as a director, officer, employee or other authorized agent of a Covered Party, the
Subject Party shall have no authority, express or implied, to act or make any determination on behalf of a Covered Party in connection
with this Agreement or any dispute or Action with respect hereto.


 


(j)  
Construction. The Subject Party acknowledges that the Subject Party has been represented by counsel, or had the opportunity
to be represented by counsel of the Subject Party’s choice. Any rule of construction to the effect that ambiguities are
to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. Neither
the drafting history nor the negotiating history of this Agreement will be used or referred to in connection with the construction
or interpretation of this Agreement. The headings and subheadings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement. In this Agreement: (i) the words “include,”
“includes” and “including” when used herein shall be deemed in each case to be followed by the words “without
limitation”; (ii) the definitions contained herein are applicable to the singular as well as the plural forms of such terms;
(iii) whenever required by the context, any pronoun shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns, pronouns and verbs shall include the plural and vice versa; (iv) the words “herein,” “hereto,”
and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole
and not to any particular Section or other subdivision of this Agreement; (v) the word “if” and other words of similar
import when used herein shall be deemed in each case to be followed by the phrase “and only if”; (vi) the term “or”
means “and/or”; and (vii) any agreement or instrument defined or referred to herein or in any agreement or instrument
that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including
by waiver or consent and references to all attachments thereto and instruments incorporated therein.


 






    	 	8	 



     


    

 


(k) 
Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one
and the same agreement. A photocopy, faxed, scanned and/or emailed copy of this Agreement or any signature page to this Agreement,
shall have the same validity and enforceability as an originally signed copy.


 


(l)  
Effectiveness. This Agreement shall be binding upon the Subject Party upon the Subject Party’s execution and delivery
of this Agreement, but this Agreement shall only become effective upon the consummation of the Transactions. In the event that
the Merger Agreement is validly terminated in accordance with its terms prior to the consummation of the Transactions, this Agreement
shall automatically terminate and become null and void, and the parties shall have no obligations hereunder.


 


 


 


 


 


 


 


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 






    	 	9	 



     


    

 


IN
WITNESS WHEREOF, the undersigned has duly executed and delivered this Non-Competition and Non-Solicitation Agreement as of the
date first written above.


 


	 	Subject
    Party:
	 	 
	 	Signature:_______________________________________    
	 	Print
    Name:
	 	 
	 	Address
    for Notice:
	 	 
	 	Address:
__________________________________________
	 	__________________________________________________
	 	 __________________________________________________
	 	Facsimile
No.: ______________________________________
	 	Telephone
No.: _____________________________________
	 	Email:
_____________________________________________




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


{Signature
Page to Non-Competition Agreement}


 



     


     


    

 


Acknowledged
and accepted as of the date first written above:


 


	Purchaser:
    	 	 
	 	 	 
	PACIFIC SPECIAL ACQUISITION CORP.	 
	 	 	 
	By:	                                  	 
	Name:  	 	 
	Title:	 	 
	 	 	 
	Company:	 	 
	 	 	 
	BORQS INTERNATIONAL HOLDING CORP.	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	The Purchaser Representative:	 
	 	 	 
	ZHENGQI INTERNATIONAL HOLDING LIMITED, solely in its capacity as the Purchaser Representative hereunder	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 




 


 


 


 


 


 


 


 


 


 


 


 


 


 


{Signature
Page to Non-Competition Agreement}