Exhibit 10.12


 


 


 


 


	Date:
    March 8, 2019
	 
	 
	 
	BORQS
    International Holding Corp 
	as
    Chargor
	 
	Partners
    for Growth V, L.P. 
	as
    Lender
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	DEED
    OF CHARGE OF SHARES
	 
	(over
    all shares in the capital of 
	BORQS
    Technologies (HK) Limited)



 



     


     


    

 


THIS
DEED (this “Deed”) is made as a deed this March 8, 2019


 


BETWEEN:


 


		(1)	BORQS
                                         INTERNATIONAL HOLDING CORP, an exempted company duly incorporated and validly existing
                                         under the laws of the Cayman Islands, registered under company number 192127 with its
                                         registered address at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
                                         (the “Chargor”); and



 


		(2)	PARTNERS
                                         FOR GROWTH V, L.P., a Delaware limited partnership, with its principal place of business
                                         at 1751 Tiburon Blvd., Tiburon, CA 94920, USA (the “Lender”).



 


IT
IS AGREED as follows:


 


		1.	Definitions
                                         and Interpretation



 


		1.1.	Definitions



 


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


 


“Charged
Assets” means:


 


		(a)	the
Shares;



 


		(b)	any
                                         further shares in the Company issued to the Chargor after the date of this Deed;



 


		(c)	all
                                         stocks, shares, securities, rights, monies or other assets accruing, offered or issued
                                         at any time (whether by way of bonus, redemption, exchange, purchase, substitution, conversion,
                                         preference, option or otherwise) to or in respect of any of the Shares or the shares
                                         referred to in paragraph (b) above; and



 


		(d)	all
                                         dividends, interest and other income at any time deriving from the Shares or the shares
                                         referred to in paragraph (b) above or any asset referred to in paragraph (c) above;



 


“Company”
means BORQS Technologies (HK) Limited, a company incorporated under the laws of Hong Kong with registration number 2688549 and
registered address at Office B, 21/F., Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong;


 


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


 


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


 


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


 


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


 



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


 


“Loan
Agreement” means the California law Amended and Restated Loan and Security Agreement originally dated 30 April 2018
as amended on 17 December 2018 and as amended and restated on or about the date hereof between the Lender as lender, the Chargor
and BORQS Technologies, Inc. as guarantors and the Company and BORQS Hong Kong Limited as borrowers;


 


“Party”
means a party to this Deed;


 


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


 


“Related
Rights” means:


 


		(a)	any
                                         dividend, distribution or interest paid or payable in relation to the Shares; and



 


		(b)	any
                                         right, money or property (including any shares, stocks, debentures, bonds or other securities
                                         or investments) accruing or offered at any time in relation to the Shares by way of redemption,
                                         substitution, exchange, bonus or preference, under option rights or otherwise;



 


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


 


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


 


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


 


“Shares”
means 1 ordinary share in the share capital of the Company which represent the entire issued share capital of the Company at the
date of this Deed.


 


		1.2.	Construction



 


Any
reference in this Deed to:


 


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



 


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



 



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



 


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



 


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



 


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



 


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



 


		1.3.	Third
                                         Party Rights



 


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


 


		2.	Grant
                                         of Security



 


		2.1.	Covenant
                                         to Pay



 


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


 


		2.2.	Charge



 


As
continuing security for the payment and discharge of the Secured Obligations until such time as the Secured Obligations are fully
and utterly paid up by the Chargor to the Lender, in accordance with the provisions of the Loan Agreement, the Chargor as beneficial
owner agrees to charge and hereby charges to the Lender by way of fixed charge, all of its present and future rights, title, benefit
and interest in and to the Charged Assets.


 


		2.3.	Documents
                                         Supporting Security



 


In
furtherance of the Security created under this Deed, the Chargor shall at its own cost, deliver or procure that there shall be
delivered to the Lender the following:


 


		(a)	on
                                         the date of the execution of this Deed, valid and duly issued share certificate(s) in
                                         the name of the Chargor in respect of the Shares and any other Charged Assets then held
                                         by the Chargor to the intent that the same shall be, following an Event of Default, immediately
                                         registered in the name of the Lender (or its nominee);



 



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		(b)	on
                                         the date of the execution of this Deed, undated duly executed instrument(s) of transfer
                                         and sold note(s) in respect of the Shares and such other Charged Assets, all substantially
                                         in the form set out in Schedule 1 hereto;



 


		(c)	on
                                         the date of the execution of this Deed duly signed but undated letters of resignation
                                         of all the directors of the Company and an undated written resolution of all the directors
                                         of the Company to accept the directors’ resignations, appoint person(s) as the
                                         Lender may nominate as new director(s) and approve the transfer of the Charged Assets,
                                         together with an authority to complete the same following an Event of Default, all in
                                         the forms set out in Schedule 1 hereto; and



 


		(d)	all
                                         other documents requested by the Lender in order to register such Charged Assets in its
                                         name or in the name of its nominee(s) or to effect a valid transfer of any Charged Assets.



 


		2.4.	Registration



 


The
Chargor shall immediately after the execution of this Deed, enter particulars of the security created pursuant to this Deed in
its register of mortgages and charges (“Register of Mortgages and Charges”) maintained at its registered office
in the Cayman Islands pursuant to section 54 of the Companies Law (2018 Revision) of the Cayman Islands, and promptly and in any
event within three (3) Business Days from and including the date of execution of this Deed, deliver or procure to be delivered
to the Lender a certified copy of the updated Register of Mortgages and Charges recording the particulars of the security created
pursuant to this Deed.


 


		2.5.	Continuing
                                         Obligations



 


The
Chargor covenants to and agrees with the Lender that it will at its own cost:


 


		(a)	deposit
                                         promptly with the Lender valid and duly issued share certificate(s) in respect of any
                                         Charged Assets and all other securities in the share capital of the Company which become
                                         subject to this Deed after the date of this Deed to the intent that the same shall be,
                                         following an Event of Default, immediately registered in the name of the Lender or its
                                         nominee, together with an undated duly executed instrument of transfer and sold note
                                         in respect thereof, all substantially in the form set out in Schedule 1 hereto
                                         and such other documents as the Lender may reasonably require for perfecting its title
                                         to the Charged Assets;



 


		(b)	procure
                                         the prompt delivery of those documents referred to in Clause 2.3(c) in respect of
                                         any directors of the Company appointed after the date of this Deed; and



 


		(c)	on
                                         demand made by the Lender following an Event of Default, procure that the Shares and
                                         such other Charged Assets as the Lender may stipulate in writing are transferred into
                                         the name of the Lender and/or its nominee(s) who shall hold the Shares upon and subject
                                         to the terms of this Deed and such transfers are registered in the books of the Company
                                         and that new share certificates in respect thereof in the name of the Lender and/or its
                                         nominee(s) are issued and delivered to the Lender.



 



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		3.	Continuing
                                         Security



 


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



 


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



 


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



 


		4.	Covenants



 


		4.1.	Negative
                                         pledge and Disposals



 


The
Chargor shall not do or agree to do any of the following without the prior written consent of the Lender:


 


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



 


		(b)	sell,
                                         transfer, lease, lend or otherwise dispose of (whether by a single transaction or a number
                                         of transactions and whether related or not) the whole or any part of its interest in
                                         any Charged Asset;



 


		(c)	take
                                         or permit the taking of any action which may result in (i) the rights attaching to any
                                         Charged Asset being altered or (ii) further securities in the Company being issued, provided
                                         that such restriction does not apply to:



 


		(A)	any
                                         alteration which is necessary for effecting any action or step permitted under the Loan
                                         Documents and which would not result in any Material Adverse Change or otherwise prejudice
                                         any right or remedy of the Lender under the Loan Documents, provided that the Chargor
                                         shall notify the Lender in writing promptly upon any such alteration; and



 


		(B)	any
                                         further issuance of securities in the Company to the Chargor permitted under the Loan
                                         Documents and provided that the Chargor shall promptly deliver to the Lender all documents
                                         referred to in Clause 2.5(a) above in relation to the newly issued shares; or



 


		(d)	vote
                                         in favour of a resolution to amend, modify or change the articles of association of the
                                         Company;



 


		(e)	unless
                                         directed in writing to do so by the Lender it shall not prove in a liquidation or winding
                                         up of the Company until all the Secured Obligations are paid in full and if directed
                                         to prove by the Lender, the Chargor shall hold all monies received by it on trust for
                                         the Lender to satisfy the Secured Obligations; or



 


		(f)	continue
                                         its existence in a jurisdiction outside of the Cayman Islands or attempt or resolve to
                                         do so.



 



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		4.2.	Notification



 


The
Chargor shall notify the Lender within 14 days of receipt of every notice received by it in relation to the Charged Assets; and
(if required by the Lender) shall immediately provide it with a copy of that notice and either (A) comply with such notice
or (B) make such objections to it as the Lender may reasonably require or approve.


 


		4.3.	Calls



 


The
Chargor shall punctually pay, or procure the punctual payment of all calls, instalments and other payments that may become due
in respect of the Charged Assets and agrees that if the Chargor fails to do so, the Lender may, in its absolute discretion, make
such payments on its behalf. Any sums so paid by the Lender shall be repayable by the Chargor to the Lender on demand together
with interest at the Default Rate (both before and after judgment) from the date on which those payments were made by the Lender.


 


		4.4.	Compliance
                                         with laws



 


The
Chargor shall comply in all material respects with all obligations in relation to the Charged Assets under any present or future
law, regulation, order or instrument or under bye-laws, regulations or requirements of any competent authority or other approvals,
licences and consents.


 


		4.5.	Not
                                         prejudice



 


The
Chargor shall not do, cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the
value or marketability of any Charged Asset (or make any omission which has such an effect).


 


		5.	Further
                                         Assurances



 


		5.1.	Further
                                         action



 


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


 


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



 


		(b)	facilitating
                                         the realisation of any Charged Asset;



 


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



 


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



 


This
includes:


 


		(A)	the
re-execution of this Deed or such Loan Document;



 



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



 


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



 


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


 


		5.2.	Loan
                                         Documents



 


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


 


		6.	Rights
                                         and obligations in respect of Shares



 


		6.1.	Before
                                         Event of Default



 


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


 


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



 


		(b)	exercise
                                         all voting and all other rights and powers attaching to the Shares, provided that it
                                         must not do so in a manner which is prejudicial to the interests of the Lender.



 


		6.2.	Following
                                         an Event of Default



 


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


 


		6.3.	Exoneration
                                         of the Lender



 


At
any time when any Share is registered in the name of the Lender or its nominee, the Lender shall be under no duty to:


 


		(a)	ensure
                                         that any dividends, distributions or other monies payable in respect of such Share are
                                         duly and promptly paid or received by it or its nominee; or



 


		(b)	verify
                                         that the correct amounts are paid or received; or



 


		(c)	take
                                         any action in connection with the taking up of any (or any offer of any) Related Rights
                                         in respect of or in substitution for such Share.



 



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		7.	Power
                                         to remedy



 


		7.1.	Power
                                         to remedy



 


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


 


		7.2.	Mortgagee
                                         in possession



 


The
exercise of the powers of the Lender under this Clause 7 shall not render it liable as a mortgagee in possession.


 


		7.3.	Monies
                                         expended



 


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


 


		8.	Representations
                                         and Warranties



 


		8.1.	Representations
                                         and Warranties



 


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


 


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



 


		(b)	it
                                         has and will at all times have the power and authority to enter into and perform its
                                         obligations under this this Deed, and has duly authorised the execution and delivery
                                         of this Deed and no limitation on its powers will be exceeded by doing so;



 


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



 


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



 


		(e)	it
                                         has obtained all the necessary authorisations and consents to enable it to enter into
                                         this Deed and the necessary authorisations and consents will remain in full force and
                                         effect at all times during the substance of the security constituted by this Deed;



 


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



 


		(g)	the
                                         Shares are fully paid and constitute the entire issued share capital of the Company;



 



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



 


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



 


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



 


		8.2.	Times
                                         when Representations and Warranties are made



 


The
representations and warranties set out in this Clause 8 are:


 


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



 


		(b)	except
                                         for Clause 8.1(i), deemed to be repeated by the Chargor every day with reference to the
                                         facts and circumstances then existing until this Deed is discharged.



 


		8.3.	Acknowledgement
                                         of Reliance



 


The
Chargor acknowledges that the Lender has entered into this Deed in reliance upon the representations and warranties set out in
Clause 8.1.


 


		9.	Enforcement
                                         of Security



 


		9.1.	When
                                         Security becomes enforceable



 


The
Security (and any powers implied by statute) shall become immediately enforceable upon the occurrence of an Event of Default.


 


		9.2.	Statutory
                                         powers



 


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


 


		9.3.	Enforcement



 


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


 



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		9.4.	Powers
                                         on Enforcement



 


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


 


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



 


		(b)	implement
                                         the resignations of the directors of the Company and appoint the Lender’s nominees
                                         in their stead and/or, if it has not already done so, effect the transfer of any and
                                         all of the Charged Assets into its name or the name(s) of its nominee(s) and/or without
                                         liability on the part of the Lender in the event of loss, act in all respects as the
                                         legal or beneficial owner of the Charged Assets and assume the management and control
                                         of the Company; and/or



 


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



 


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



 


		9.5.	Statutory
                                         Restrictions



 


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


 


		9.6.	Indemnity



 


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


 


		9.7.	Valid
                                         Receipt



 


Upon
any such sale or other disposition referred to in Clause 9.6 and upon any other dealing or transaction under the provisions of
this Deed, the receipt of the Lender or any Receiver for the purchase money of the property or asset sold or for any other moneys
paid to or other consideration received by the Lender or any Receiver shall effectually discharge the purchaser or person paying
or giving the same therefrom and from being concerned to see to the application or being answerable for the loss, non-application
or mis-application thereof.


 


		9.8.	Protection
                                         of Third Party



 


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


 


		(a)	whether
                                         the Secured Obligations have become payable;



 


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



 



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



 


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



 


		9.9.	Exercise
                                         of Rights not Foreclosure



 


If
the Lender exercises the rights conferred on it by Clause 9.4, the same shall not be treated as an absolute appropriation of or
foreclosure on the Charged Assets to the exclusion of the Chargor and in extinguishment of its interests therein, unless the Lender
otherwise notifies the Chargor (whether before or after the relevant appropriation or foreclosure has been effected), in which
latter event any such appropriation or foreclosure shall be treated as a sale of the Charged Assets at a fair market value and
the Secured Obligations shall be reduced by an equivalent amount.


 


		9.10.	Lender
                                         may purchase Charged Assets



 


In
the event of any disposal pursuant to Clause 9.4, the Lender may itself purchase the whole or any part of the Charged Assets free
from any rights of redemption on the part of the Chargor which are hereby waived and released.


 


		9.11.	No
                                         Claims against the Lender



 


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



 


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



 


		10.	Receivership



 


		10.1.	Appointment
                                         of Receiver



 


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


 


		10.2.	Receiver
                                         Agent of the Chargor



 


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


 



    11


     


    

 


		10.3.	Rights
                                         of the Receiver



 


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


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 



    12


     


    

 


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



 


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



 


		10.4.	More
                                         Than One Receiver



 


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


 


		11.	Power of Attorney



 


		11.1.	Appointment



 


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


 


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



 


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



 


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



 


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


 


		11.2.	Ratification



 


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


 



    13


     


    

 


		12.	Expenses
                                         and Indemnity



 


		12.1.	Expenses



 


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


 


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



 


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



 


		12.2.	Indemnity



 


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


 


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



 


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



 


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



 


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



 


		12.3.	Documentary
                                         Duties and Taxes



 


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


 


		12.4.	Default
                                         Interest



 


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


 



    14


     


    

 


		13.	Application of Proceeds



 


		13.1.	Order
                                         of Application



 


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


 


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



 


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



 


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



 


		13.2.	Currency
                                         Conversion



 


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


 


		13.3.	Currency
                                         Indemnity



 


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


 


		(a)	making
or filing a claim or proof;



 


		(b)	obtaining
a judgment or order; or



 


		(c)	enforcing
a judgment or order,



 


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


 


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


 



    15


     


    

 


		14.	Protection
                                         of Lender



 


		14.1.	Suspense
                                         Account



 


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


 


		14.2.	No
                                         Withholding



 


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


 


		14.3.	Claw
                                         Back



 


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


 


		14.4.	Conditional
                                         Discharge



 


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


 


		14.5.	Set-Off



 


The
Lender may at any time without notice:


 


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



 


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



 


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



 


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


 



    16


     


    

 


		15.	Trusteeship



 


The
Chargor declares that:


 


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



 


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



 


		16.	Redemption
                                         of Prior Encumbrances



 


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


 


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



 


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



 


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



 


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


 


		17.	Delegation



 


The
Lender and any Receiver may:


 


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



 


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



 


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


 


		18.	No
                                         Waiver



 


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


 


		19.	Remedies
                                         Cumulative



 


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


 



    17


     


    

 


		20.	Assignment



 


		20.1.	Successors
                                         and Permitted Assigns



 


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


 


		20.2.	Assignment
                                         by the Chargor



 


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


 


		20.3.	Assignment
                                         by the Lender



 


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


 


		21.	Notices



 


		21.1.	In
                                         Writing and Methods of Delivery



 


Any
notice, demand or other communication under this Deed shall be sent in accordance with Section 8.5 (Notices) of the Loan Agreement,
provided that for purposes of this Deed, any notice, demand or other communication may also be sent to the registered office of
Chargor as set forth on page 1 of this Deed.


 


		21.1.	Deemed
                                         Giving of Notice and Receipt



 


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


 


		22.	Severance



 


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


 


		23.	Counterparts



 


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


 


		24.	Amendments



 


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


 


		25.	Governing Law and Jurisdiction



 


		25.1.	Governing
                                         Law



 


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


 



    18


     


    

 


		25.2.	Hong
                                         Kong Jurisdiction



 


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


 


		25.3.	Waiver
                                         of Sovereign Immunity



 


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


 


		25.	Process
Agent



 


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


 




    19


     


    

 


schedule
1


 


Part
1


Authority


 


To:
Partners For Growth V, L.P. (the “Lender”)


Date:
[●] 2019


Dear
Sirs,


 


BORQS
TECHNOLOGIES (HK) LIMITED (the “Company”)


 


We
refer to the deed of charge of shares dated [●] 2019 (as may be amended from time to time, the “Share Charge”)
by BORQS International Holding Corp and the Lender.


 


The
undersigned irrevocably authorises the Lender or any of its directors or duly authorised officers, to complete, date and put into
effect and/or otherwise use the following at any time after the Share Charge has become enforceable pursuant to its terms as the
Lender considers fit in the Lender’s absolute discretion:


 


(a)
       the annexed signed resignation letter and acknowledgment;


 


		(b)	the
                                         attached signed instrument(s) of transfer and signed sold notes by the Chargor; and



 


		(c)	the
                                         attached signed written resolutions of all directors of the Company.



 


IN
WITNESS of which this Authority has been executed by the undersigned as a deed and has been delivered.


 


	SIGNED,
    SEALED AND DELIVERED 

    by [◆]                             	)

    )

    )

    )

    )


 




    20


     


    

 


Part
2


Resignation
of Directors


 


		To:	The
Board of Directors



 


BORQS
TECHNOLOGIES (HK) LIMITED


 


Date:
____________


Dear
Sirs,


 


BORQS
TECHNOLOGIES (HK) LIMITED (“Company”)


 


I,
________________________ [Name of Director], hereby tender my unconditional and irrevocable resignation as director of
the Company effective as of today’s date.


 


I
confirm that I have no claim against the Company for fees, compensation for loss of office or otherwise and that there is no outstanding
agreement or arrangement under which the Company or any of its subsidiaries or associated company has or would have any obligation
to me or under which I would derive any benefit in my capacity as the director of the Company.


 


Yours
faithfully,


 


	SIGNED,
    SEALED AND DELIVERED 

    by [◆]	)

    )

    )

     

     
	 	 

 

 

 

 


 


 


 






[on
Duplicate Copy]


 


		To:	Registrar
of Companies



 


Certificate


pursuant
to Section 464(3)


Companies
Ordinance


 


I
hereby confirm that the original copy of this letter was left at the Registered Office of the Company on                  .


 


	Signed:	            	 
	 	      [Name of Director]	 




 




    21


     


    

 


Part
3


Resolutions


BORQS TECHNOLOGIES (HK) LIMITED


(“Company”)


 


Written
Resolutions of the Sole Director of the Company in accordance with


the
Company’s Articles of Association


 





 



 


		1.	Transfer
of Shares



 


That
the following transfer(s) be approved, subject to stamping, and that the original share certificate(s) be cancelled and new share
certificate(s) be issued in favour of the transferee(s) and such transfer(s) be registered and entered in the Register of Members
of the Company:


 


	 	Transferor	 	Transferee(s)	 	No. of Share(s)
	 	 	 	 	 	 
	 	[◆]	 	 	 	[◆]


 


		2.	Waiver
of Rights of Refusal



 


That
any rights of refusal which we may have under the constitutional documents of the Company for the transfer of shares referred
to in paragraph 1 above or otherwise are hereby waived by us.


 


		3.	Waiver
of Lien



 


That
any lien on any share of the Company under the constitutional documents of the Company or otherwise is hereby waived by each of
us.


 


		4.	Appointment
of Director(s)



 


That
the following person(s) be appointed as Director(s) of the Company with immediate effect:


 


		5.	Resignation
of Director(s)



 


That
the unconditional and irrevocable resignation of each of the following Director(s) of the Company be accepted with immediate effect.


 


Dated:
________________


 


[signed
by Directors]


 


	 	 	 	 
	[Name of Director]	 	[Name of Director]	 


 




    22


     


    

 


Part
4


Instrument
of Transfer


 


	 	 

        BORQS
        TECHNOLOGIES (HK) LIMITED

         
	 


 


We,
BORQS INTERNATIONAL HOLDING CORP, a company duly organized and existing under and by virtue of the Laws of The Cayman Islands,
registered under company number 192127 and with registered office address at PO Box 309, Ugland House, Grand Cayman, KY1-1104,
Cayman Islands (Transferor),


 


for
good and valuable consideration


 


paid
to us by ______________________________________________________________________ (Transferee),


 


do
hereby transfer to the said Transferee the ___ ordinary share(s) standing in our name in the Register of


 


BORQS
TECHNOLOGIES (HK) LIMITED


 


to
hold unto the said Transferee his/its Executors, Administrators or Assigns, subject to the several conditions upon which we hold
the same at the time of execution hereof.


 


And
we the said Transferee do hereby agree to take the said share subject to the same conditions.


 


Witness
to our hands


 


	Witness to the signature(s)
    of 	 	 
	 	 	 
	Witness
    signature	 	 
	 	 	 
	Witness
    name	 	 
	 	 	 
	 	 	 
	 	 	(Transferor)
    
	Witness
    address	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Place of execution 
	 	 	 
	Place
    of execution 	 	 
	 	 	 
	Witness to the signature(s)
    of 	 	 
	 	 	 
	Witness
    signature	 	 
	 	 	 
	Witness
    name 	 	 
	 	 	 
	 	 	 
	 	 	 
	Witness
    address	 	(Transferee)
	 	 	 
	 	 	 
	 	 	 
	 	 	Place
    of execution
	 	 	 
	Place
    of execution 	 	 



 



    23


     


    

 


Part
5


Bought
and Sold Notes


 


	 	SOLD
    NOTE	 


 


	Buyer	 
	Address	 
	Occupation 	 


 


Name
of company in which the share(s) to be transferred -


 


BORQS
TECHNOLOGIES (HK) LIMITED


 


	Number of share(s)	 	 	 	 
	Consideration received 	 


 


	 	(Seller)	For and on behalf of 

BORQS
    INTERNATIONAL HOLDING CORP
	 	 	 
	 	 	        
	 	 	Director


 


Dated



 


 






 


	 	BOUGHT
    NOTE	 


 


 


	Seller	BORQS
    International Holding Corp
	Address	PO
    Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
	Occupation 	Corporation


 


Name
of company in which the share(s) to be transferred -


 


BORQS
TECHNOLOGIES (HK) LIMITED


 


	Number
    of share(s)	 
	Consideration
    paid 	 


 


	 	(Buyer)	 
	 	 	 
	 	 	       
	 	 	Director


 


Dated



 




    24


     


    

 


IN
WITNESS of which this Deed has been duly executed by the Chargor as a deed and duly executed by the Lender on the day and
year first above written.


 


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


 


Acting
by: /s/ Pat Sek Yuen
Chan


 


Name: Pat Sek Yuen
Chan


Title:
Director


 


in
the presence of :


 


/s/ Anthony Chan


 






Witness
name:Anthony Chan


Witness
Address


Witness
occupation: CFO


 


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


 


Acting
by: /s/ Geoffrey Allan


 


Name: Geoffrey Allan


Title:
Manager, Partners for Growth V, LLC, its managing member


 


in
the presence of :


 


/s/ Amy Spencer


 






Witness
name: Amy Spencer


Witness
Address


Witness
occupation: Executive Director


 


 


25