Exhibit 10.5





 


 


 


 


 


SHARE
PLEDGE AGREEMENT


 


between


 


BORQS
Hong Kong Limited


 


(as
pledgor)


 


 


Borqs
Communication Technology (Beijing) Ltd. (播思通讯技术(北京)有限公司)


 


(as
company)


 


 


and


 


 


PARTNERS
FOR GROWTH V, L.P.


(as
pledgee)


 


 


 


 


 


Date:
March 8, 2019


 






     


     


    

 





Table
of Contents







 





	Article	Page
	 	 
	1	Definitions and Interpretation	1
	2	Pledge	2
	3	Perfection of Pledge	3
	4	Amount of Secured
Indebtedness	4
	5	Documents to be provided
by the Pledgor	4
	6	Company’s Acknowledgement	4
	7	Representations and
Warranties	5
	8	Undertakings	6
	9	Continuing Security	7
	10 	Enforcement of Pledge	8
	11	Application of Enforcement
Proceeds	9
	12	Costs and Expenses	9
	13	Indemnity	10
	14	Power of Attorney	10
	15	Release	10
	16	Notices	10
	17	Assignment	11
	18	Governing Law and
Jurisdiction	11
	19	Miscellaneous	11
	Execution Page	13







 






     


     


    

 


This SHARE
PLEDGE AGREEMENT (this “Agreement”) is made on March 8, 2019 by and between:


 


		A	BORQS
Hong Kong Limited, a company incorporated under the law of Hong Kong with its address at Office B, 21/F, Legend Tower, 7 Shing
Yip Street, Kwun Tong, Kowloon, Hong Kong (the “Pledgor”);


 


		B	Borqs
Communication Technology (Beijing) Ltd. (播思通讯技术(北京)有限公司),
a company incorporated under the law of PRC with its registered address at Room 104, 1st Floor, 82 Building, No. 10 Jiuxianqiao
Road, Chaoyang District, Beijing and with uniform social credit code (统一社会信用代码)
91110108666251455B (the “Company”); and


 


		C	PARTNERS
    FOR GROWTH V, L.P., a company incorporated under the law of California with its address at 1751 Tiburon Blvd., Tiburon, California
    (the “Pledgee”).


 


Whereas:


 


		1	The
    Pledgor and BORQS Technologies (HK) Limited as borrowers (collectively, the “Borrowers”), BORQS
    Technologies, Inc. and BORQS International Holding Corp as guarantors and the Pledgee as lender entered into an amended and
    restated loan and security agreement dated March 8, 2019 and may enter into certain new loan agreements within two and a
    half     years     after the date of this Agreement (the “Loan Agreements“ and each a “Loan
    Agreement”),     pursuant to which the Pledgee has made and will, subject to the conditions set forth herein, make
    the Loans (as defined     below) to Borrowers;


 


		2	The
    Pledgor is the shareholder of the Company; and


 


		3	In
    consideration of the Pledgee’s grant of the Loans to the Borrowers, the Pledgor agrees to pledge the shares of the Company
    held by it in favour of the Pledgee to secure the payment and performance by the Borrowers of all of the obligations when
    due under the Loan Agreement.


 


NOW,
THEREFORE, the parties hereby agree as follows:


 


		1	Definitions
    and Interpretation


 


	 	1.1	Definitions


 


Unless
otherwise defined in this Agreement, terms defined in the Loan Agreement shall have the same meanings when used herein. In this
Agreement:


 


“Articles
of Association” means the full, latest and valid articles of association of the Company up to the date of this Agreement,
including any amendment, modification and supplement thereof from time to time hereafter.


 


“Event
of Default” has the same meaning as defined in the Loan Agreement.


 


“Loans”
means the loans provided by the Pledgee to the Borrowers in the Loan Agreement, which includes a term loan in the maximum amount
of US$3,000,000, a convertible term loan in the principal amount of US$1,000,000, a revolving line of credit facility, and any
other additional loans or credit accommodations or facilities in the future provided by the Pledgee to the Borrowers.


 






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“Pledged
Shares” means the capital contribution of US$ 80 million made by the Pledgor to the Company accounting for 100% of the
registered capital of the Company and all rights and benefits the Pledgor is legally entitled to now or hereafter as the shareholder
of the Company pursuant to the Articles of Association or the applicable laws, including but not limited to all dividends, distributions,
indemnities, payments of whatever nature and other entitlements and benefits.


 


“Pledge”
has the meaning given to that term in clause 2 (Pledge) of this Agreement.


 


”PRC”
means the People’s Republic of China, for the purpose of this Agreement, not including Hong Kong Special Administrative
Region, Macao Special Administrative Region and Taiwan.


 


“Registration
Authority” means the authority that is responsible for registering the share pledge, which is Beijing Administration
for Market Regulation or its local counterpart and its successor.


 


“Secured
Liabilities” means all and any monies and liabilities (whether actual or contingent and whether owed on a joint and
several basis, or in any capacity whatsoever) which are now or at any time may become payable from or by the Borrowers to the
Pledgee under the Loan Agreement and the Loans, including but not limited to principal, interest, default interest, penalty, indemnity,
damages, together with all commissions, fees, costs, and expenses which the Pledgee may incur in enforcing or obtaining payment
of any such monies and liabilities thereunder and the pledge created hereunder (including the legal fees).


 


	 	1.2	Interpretation


 


	 	(a)	The
    principles of interpretation contained in the Loan Agreement shall apply to the construction and interpretation of this Agreement
    mutatis mutandis.


 


	 	(b)	The
    expressions “Pledgee”, “Borrowers”, “Pledgor” and “Company” shall where the
    context permits include their respective agents, successors and assigns and any persons deriving title under them.


 


		2	Pledge


 


	 	2.1	As
    security for the due and punctual payment or discharge by the Borrowers of the Secured Liabilities, the Pledgor hereby pledges
    in favor of the Pledgee the Pledged Shares and all of its rights and interests in such Pledged Shares or any other rights
    or interests to which it may become entitled in relation to the Pledged Shares hereafter.


 


	 	2.2	Notwithstanding
    Clause 2.1 above, the Pledgor shall:


 


	 	(a)	remain
    liable to perform all of its obligations under the Articles of Association; and


 


	 	(b)	unless
    and until the pledge created hereunder becomes enforceable, be entitled to exercise any voting right or other rights and powers
    in connection with the Pledged Shares, provided that the exercise of such voting rights or other rights by the Pledgor shall
    not prejudice all or any part of the rights and interests of the Pledgee hereunder.


 






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	 	2.3	In
    case the value of the Pledged Shares, according to the evaluation or calculation by the Pledgee from time to time, has decreased
    and is not sufficient to cover the full amount of the Secured Liabilities, the Pledgee is entitled to require the Pledgor
    to take measures to recover the value of the Pledged Shares or provide additional security acceptable to the Pledgee.


 


		3	Perfection
    of Pledge


 


	 	3.1	Registration


 


The
Pledgor and the Company shall at its own cost:


 


	 	(a)	register
    the Pledge with the Registration Authority by submitting the documents required by the Registration Authority no later than
    seven (7) days after the date of this Agreement. The Pledgor and the Company shall do the best effort to obtain a written
    acknowledgement from the Registration Authority to certify the registration of the Pledge with the Registration Authority
    no later than fifteen (15) days after the date of the registration of Pledge; and


 


	 	(b)	the
    Pledgor shall procure that the Company shall record the Pledge on the capital contribution certificate issued by it to the
    Pledgor and the shareholder register of the Company and provide a copy of such capital contribution certificate and shareholder
    register to the Pledgee certified by the Company's legal representative and affixing the Company's chop; and


 


	 	(c)	register,
    or assist the Pledgee to register, the Pledge with the Hong Kong Companies Registry by submitting the documents required by
    the Hong Kong Companies Registry no later than thirty (30) days after the date of this Agreement, to ensure that it has an
    effective first-ranking fixed charge and floating charge over the Pledged Shares.


 


	 	3.2	Further
    Assurance 



 

The
Pledgor and the Company shall at any time upon reasonable request of the Pledgee and at its own cost take whatever action (including
but not limited to executing any documents, obtaining any approvals, carrying out notarization of this Agreement and completing
any registration, filing or recording) for the purpose of:


 


	 	(a)	creating
    and perfecting the pledge created hereunder;


 


	 	(b)	filing,
    amending and renewing the pledge hereunder in favor of the Pledgee with the any competent government agency; and


 


	 	(c)	enforcing
    this Agreement according to its terms or assisting the exercise by the Pledgee of any its rights, powers or discretion in
    respect of the pledge created hereunder.


 






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		4	Amount
    of Secured Indebtedness


 


The
amount of indebtedness secured by this Pledge is US$ 25,000,000 (equivalent to RMB 175,000,000). The aforesaid amount of secured
indebtedness is for registration purpose only, and this Clause 4 shall be subject to any other provisions in this Agreement.


 


		5	Documents
    to be provided by the Pledgor


 


Unless
explicitly waived by the Pledgee in writing, the Pledgor shall procure the receipt by the Pledgee of all the following documents
in form and substance satisfactory to the Pledgee before the advance date under the Loan Agreement (or such other time as agreed
by the Pledgee):


 


	 	(a)	the
    documents in respect of the Pledgor and this Agreement which are specified in the Loan Agreement as conditions precedent for
    the advance;


 


	 	(b)	certified
    true copies of all incorporation and constitutional documents of the Company, including but not limited to:


 


	 	(i)	the
    current Articles of Association (including any amendment and supplement thereto); and


 


	 	(ii)	the
    current and effective business license of the Company.


 


	 	(c)	original
    shareholders’ resolution of the Pledgor approving the execution and performance of this Agreement and the authorization
    to the relevant authorized signatory, together with the specimen signature of such authorized signatory;


 


	 	(d)	supporting
    documents evidencing that the Pledgor has paid up the capital contributed by it in accordance with the Articles of Association;


 


	 	(e)	registration
    certificate evidencing that the pledge hereunder has been registered with the Registration Authority; and


 


	 	(f)	other
    documents which may be reasonably required by the Pledgee from time to time.


 


		6	Company’s
    Acknowledgement


 


The
Company by its execution of this Agreement acknowledges the Pledge by the Pledgor contained herein. The Company further agrees
that, to the extent permitted by applicable law, it will from time to time do or permit to be done every act or thing which the
Pledgee may reasonably require for the purpose of perfecting the Pledge hereunder or enforcing the rights herein contained and
will not do anything which may adversely affect the interest of the Pledgee in this Agreement. In particular, the Company agrees
that, upon the occurrence and during the continuance of an event of default, all sums from time to time payable by it to the Pledgor
in respect of or in connection with the share interests shall be paid to the Pledgee to the extent permitted by law.


 






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		7	Representations
    and Warranties


 


	 	7.1	The
    Pledgor hereby represents and warrants to the Pledgee that:


 


	 	(a)	it
    is a legal entity duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has the
    power to own its assets and carry on its business as it is being conducted;


 


	 	(b)	the
    Company is a company duly incorporated and validly existing under the PRC law and has the power to own its assets and carry
    on its business as it is being conducted;


 


	 	(c)	it
    has full right and power to enter into this Agreement and perform its obligations hereunder, and has taken or obtained all
    necessary corporate internal action and other action to authorize the execution and performance of this Agreement;


 


	 	(d)	it
    has obtained all the authorizations, approvals, consents, registrations and filings as required in connection with the execution,
    validity and enforcement of this Agreement from the governmental agencies, other organizations, except that it shall obtain
    and complete such approval, registration and filing as provided in Clause 3 hereof;


 


	 	(e)	neither
    the execution of this Agreement nor the performance of its obligations hereunder by the Pledgor will contravene (i) any applicable
    laws; (ii) its constitutional documents or (iii) the Articles of Association; or (iv) any document which is binding upon it
    or any of its assets;


 


	 	(f)	no
    litigation, arbitration or administrative proceeding are current, pending or, to its knowledge, threatening against it or
    any of its assets which might, if adversely determined, have a material adverse effect on its ability to perform any of its
    obligations under this Agreement;


 


	 	(g)	the
    Pledged Shares are free from any other pledge or security (except the pledge created hereunder) and subject to no attachment,
    seize or any other limitations;


 


	 	(h)	except
    for the pledge created hereunder, it has not entered into any document to or cause to transfer, donate and/or in any other
    ways dispose of all or any part of the Pledged Shares and any rights or interests related thereto;


 


	 	(i)	it
    has paid up the capital contributed by it in accordance with the Articles of Association;


 


	 	(j)	all
    information, documents and materials provided by the Pledgor to the Pledgee in connection with this Agreement and the Pledged
    Shares is true and correct in any respect as at the date it is provided or as at the date (if any) at which it is stated;
    and


 






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	 	(k)	the
    payment obligations of the Pledgor hereunder constitute its direct and unsubordinated obligations and rank at least pari passu
    with its all present or future unsecured and unsubordinated payment obligations, except for obligations mandatorily preferred
    by law applying to companies generally.


 


	 	7.2	The
    Company hereby represents and warrants to the Pledgee throughout the continuance of this Agreement and so long as the Secured
    Liabilities or any part thereof remains owing that:


 


	 	(a)	the
    Pledgor is the only legal and beneficial owner of the share interests in the Company; and


 


	 	(b)	there
    is no security interest of any kind over the share interests (except as created under or pursuant to this Agreement).


 


	 	7.3	The
    Pledgor and the Company also represents and warrants to the Pledgee that the foregoing representations and warranties will
    be true and accurate throughout the continuance of this Agreement with reference to the facts and circumstances subsisting
    from time to time.


 


	 	7.4	The
    Pledgor and the Company acknowledges that the Pledgee has entered into this Agreement in reliance upon the representations
    and warranties contained in this Clause 7.


 


	 	8	Undertakings


 


	 	8.1	The
    Pledgor undertakes to the Pledgee that it shall:


 


	 	(a)	promptly
    inform the Pledgee of any event that may affect any rights of the Pledgee hereunder or any litigation, arbitration and administrative
    proceedings in connection with the Pledgor or the Pledged Shares;


 


	 	(b)	ensure
    the Pledged Shares or any part thereof free from any seize, attachment, supervision or from being involved in any litigation
    and judicial or administrative enforcement or limitation;


 


	 	(c)	provide
    and/or procure the Company to provide all necessary assistance and support requested by the Pledgee and carry out all related
    formalities in relation to the enforcement;


 


	 	(d)	duly
    observe and perform all the obligations on its part under the Articles of Association;


 


	 	(e)	procure
    that the Company shall at all times comply with its obligations under Clause 6 (Company’s Acknowledgement);


 


	 	(f)	strictly
    comply with the provisions of the PRC laws relating to the Pledge Shares, and fulfill all necessary formalities required for
    the pledge created hereunder (including but not limited to the approval, filing, registration stipulated under Clause 3 hereof);


 






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	 	(g)	take
    all necessary steps to keep the Articles of Association and other constitutional documents of the Company in full force and
    effect and preserve or protect the interests of the Pledgor and the Pledgee under the Articles of Association and such other
    constitutional documents; and


 


	 	(h)	promptly
    on request by the Pledgee, supply to the Pledgee any other information in connection with this Agreement or the Company as
    the Pledgee may request.


 


	 	8.2	The
    Pledgor also undertakes with the Pledgee that, during the continuance of this Agreement, unless the Pledgee otherwise consents,
    the Pledgor shall not:


 


	 	(a)	permit
    or agree to make any amendment to the Articles of Association and other constitutional documents of the Company which may
    adversely affect any interest of the Pledgee;


 


	 	(b)	create
    any pledge or any other security interest (except the pledge created hereunder) over the Pledged Shares or any part thereof
    or any affiliated rights thereof;


 


	 	(c)	dispose
    of the Pledged Shares or any part thereof or any affiliated rights thereto by way of sale, grant as gift, conversion into
    price, transfer or exchange;


 


	 	(d)	take
    or permit any other person to take any action that may reduce the value of the Pledged Shares in any respect;or


 


	 	(e)	do
    or cause or permit to be done anything which may prejudice the Pledgee’s rights hereunder.


 


	 	8.3	The
    Company undertakes to the Pledgee that it shall:


 


	 	(a)	promptly
    inform the Pledgee of any event that may affect any rights of the Pledgee hereunder or any litigation, arbitration and administrative
    proceedings in connection with the Company or the Pledged Shares;


 


	 	(b)	provide
    all necessary assistance and support requested by the Pledgee and carry out all related formalities in relation to the enforcement;


 


	 	(c)	strictly
    comply with the provisions of the PRC laws relating to the Pledged Shares, and fulfill all necessary formalities required
    for the Pledge created hereunder (including but not limited to the filing, registration stipulated under Clause 3 hereof);


 


	 	(d)	promptly
    on request by the Pledgee, supply to the Pledgee any other information in connection with this Agreement or the Company as
    the Pledgee may request.


 


		9	Continuing
    Security


 


	 	9.1	The
    pledge created hereunder shall be a continuing security and will extend to the ultimate balance of the Secured Liabilities,
    regardless of any intermediate payment or discharge in whole or in part.


 






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	 	9.2	If
    any discharge or arrangement is made in whole or in part on the faith of any payment, security or other disposition which
    is avoided or must be restored on insolvency, liquidation, judicial management or otherwise without limitation, the liability
    of the Pledgor hereunder will continue or be reinstated as if the discharge or arrangement had not occurred.


 


	 	9.3	Neither
    the pledge created hereunder nor any remedy of the Pledgee in respect thereof shall be prejudiced by:


 


	 	(a)	the
    granting of any time or indulgence to the Pledgor or any other person;


 


	 	(b)	any
    variation or modification of the Loan Agreement or any other documents referred to therein;


 


	 	(c)	any
    incapacity, lack of power, authority or legal personality of or dissolution or change in the members or status of any person;


 


	 	(d)	any
    insolvency or similar proceedings;


 


	 	(e)	any
    unenforceability, illegality, invalidity or non-provability of any obligation of any person under the Loan Agreement or any
    other document or security to the extent permitted under the applicable laws;


 


	 	(f)	any
    release of any person under the terms of any composition or arrangement; or


 


	 	(g)	any
    other act, matter or thing whatsoever which, but for this Clause, might impair or discharge the rights of the Pledgee under
    this Agreement.


 


	 	9.4	To
    the extent as permitted by the applicable laws, the Pledgor waives any right it may have of first requiring the Pledgee to
    proceed against or enforce any other rights or security or claim payment from any person before exercising any of its rights
    under this Agreement.


 


	 	9.5	This
    Agreement and the pledge created hereunder is in addition to and not in any way prejudiced by any other security now or subsequently
    held by the Pledgee.


 


		10	Enforcement
    of Pledge


 


	 	10.1	The
    pledge created hereunder will become immediately enforceable if an event of default under the Loan Agreement occurs and/or
    is outstanding.


 


	 	10.2	After
    the pledge created hereunder has become enforceable, the Pledgee shall be entitled to immediately enforce and exercise all
    the powers and remedies it may have as pledgee of the Pledged Shares when it thinks fit (either in its own name or delegate
    any other person or in the name of the Pledgor), which shall include without limitation (the Pledgee will inform the Pledgor
    of any such measures taken):


 


	 	(a)	recover
    and collect all payments payable under or in respect of the Pledged Shares;


 






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	 	(b)	sell
    and convert into money all or any part of the Pledged Shares, by public auction or private contract, with all such powers
    in that respect as are conferred by PRC laws;


 


	 	(c)	take
    over or institute all such proceedings in connection with all or any of the Pledged Shares as the Pledgee in its absolute
    discretion thinks fit and to discharge, compound, release or compromise any claim in respect of the Pledged Shares;


 


	 	(d)	bring,
    take, defend, compromise, submit to arbitration or discontinue any actions, suits or proceedings whatsoever, in relation to
    the Pledged Shares;


 


	 	(e)	exercise
    any right the Pledgor is entitled to in respect of the Pledged Shares under the Articles of Association and/or other constitutional
    documents of the Company; and/or


 


	 	(f)	execute
    and do all such acts, deeds and things as the Pledgee may consider reasonably necessary or proper for or in relation to any
    of the above purposes.


 


	 	11	Application
    of Enforcement Proceeds



 

All
monies received by the Pledgee in the disposal of the Pledged Shares shall be applied in the following order of priority:


 


	 	(a)	in
    payment or satisfaction of all costs incurred by the Pledgee in the enforcement of the pledge created hereunder;


 


	 	(b)	in
    payment or satisfaction of all other outstanding Secured Liabilities; and


 


	 	(c)	the
    remaining balance (if any) shall be paid to the Pledgor or other person entitled thereto.


 


	 	12	Costs
    and Expenses



 

The
Pledgor shall from time to time forthwith on demand pay to or reimburse the Pledgee for:


 


	 	(a)	all
    costs and charges reasonably incurred by the Pledgee in connection with the preparation, execution, performance and perfection
    of this Agreement, any other documents required in connection herewith and any amendment to or extension of, or the giving
    of any consent or waiver in connection with this Agreement; and


 


	 	(b)	all
    costs, charges and expenses (including legal and other fees and all other out-of-pocket expenses)incurred by the Pledgee in
    exercising any of its rights or powers hereunder or in suing for or seeking to recover any sums due and outstanding hereunder
    or otherwise preserving or enforcing its rights hereunder or in defending any claims brought against it in respect of this
    Agreement or releasing this Agreement upon payment of all monies hereby secured.


 






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		13	Indemnity


 


	 	13.1	The
    Pledgor shall indemnify the Pledgee against all demonstrated losses, liabilities, damages, taxes (if any), costs and expenses
    incurred by it and the Company in the execution or performance of this Agreement and against all actions, proceedings, claims,
    demands, costs, charges and expenses which may be incurred, sustained or arise in respect of the non-performance or non-observance
    of any of the undertakings and agreements on the part of the Pledgor and the Company herein contained, except as a result
    of any fraud, willful misconduct or gross negligence of the Pledgee.


 


	 	13.2	All
    sums due and payable by the Pledgor or the Company under this Agreement shall be paid in full without set-off or counterclaim
    or any restriction or condition and free and clear of any tax or other deductions or withholdings of any nature. If the Pledgor
    or the Company or any other person is required by any law or regulation to make any deduction or withholding (on account of
    tax or otherwise) from any payment for the account of the Pledgee, the Pledgor or the Company shall, together with such payment,
    pay such additional amount as will ensure that the Pledgee receives (free and clear of any tax or other deductions or withholdings)
    the full amount which it would have received if no such deduction or withholding had been required. The Pledgor or the Company
    shall promptly upon payment forward to the Pledgee copies of official receipts or other evidence showing that the full amount
    of any such deduction or withholding has been paid over to the relevant taxation or other authority.


 


	14	Power
    of Attorney



 

The
Pledgee may delegate by power of attorney or in any other manner to any person any right, power or discretion exercisable by it
under this Agreement. The person so delegated shall present to the Pledgor or the Company such power of attorney while enforcing
any right hereunder. Any such delegation may be made upon any terms which the Pledgee may think fit. The Pledgor and the Company
ratifies whatever action taken by any attorney under its appointment under this Clause 14.


	15	Release


 


Upon
the full payment or discharge of the Secured Liabilities, the Pledgee shall, at the request and cost of the Pledgor, take all
actions necessary to release the Pledged Shares from the pledge created by this Agreement.


 


	16	Notices


 


	 	16.1	Any
    communication in connection with this Agreement must be in writing and, unless otherwise stated, may be given:


 


	 	(a)	in
    person, by post or fax; or


 


	 	(b)	by
    e-mail or other electronic communication, for the purpose hereof, an electronic communication will be treated as being in
    writing;


 


and
may be deemed as received, if delivered in person, on the date when it is left at its address; if by post, on the third(3rd) day
following the day of posting; or if sent by fax or electronic communication, on the day of dispatch.


 






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	 	16.2	The
    contact details of the Pledgor, the Company and the Pledgee are listed in the execution page of this Agreement respectively.


 


	 	16.3	Any
    party may change its contact details by giving five (5) days' prior notice to the other party.


 


	17	Assignment


 


	 	17.1	In
    case that the Pledgee assigns to any third party all or any part of its rights and/or obligations under the Loan Agreement,
    the pledge hereunder and all or any part of the Pledgee’s rights hereunder may be assigned to such third party without
    the Pledgor's or the Company’s consent. The Pledgor and the Company shall continue to perform all the obligations hereunder
    and assist the Pledgee and assignee in completing all process related to such assignment and executing all relevant documents
    required by the Pledgee and/or the assignee.


 


	 	17.2	The
    Pledgor and the Company shall not assign or transfer any of its rights and obligations hereunder without the Pledgee’s
    written consent.


 


	18	Governing
    Law and Jurisdiction


 


This
Agreement shall be governed by and construed in accordance with the laws of the PRC. If any disputes arise hereunder or in connection
with this Agreement, the parties hereto agree to submit such disputes to the competent People’s Court at the domicile of
the Company.


 


	19	Miscellaneous


 


	 	19.1	Severability


 


If
a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity
or enforceability in that jurisdiction of any other provision of this Agreement, nor shall it affect the validity or enforceability
in other jurisdictions of that or any other provision of this Agreement.


 


	 	19.2	Waiver


 


No
failure or delay by the Pledgee in exercising any right, power or remedy hereunder shall impair such right, power or remedy or
operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the
exercise of any other right, power or remedy. The rights, powers and remedies herein provided are cumulative and do not exclude
any other rights, powers and remedies provided by law.


 






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	 	19.3	Information
    Disclosure


 


The
Pledgor and the Company consents and acknowledges that the Pledgee is entitled to disclose and transfer from time to time all
information in connection with the Pledgor and the Company (including personal data) provided to the Pledgee by the Pledgor or
the Company or otherwise known to the Pledgee to:


 


	 	(a)	the
    Pledgee’s staff, accountants, auditors, internal and external legal counsel;


 


	 	(b)	any
    agent, contractor or service providers that provide administrative, information technology, offshoring or other services to
    the Pledgee in connection with the operation of the business; or


 


	 	(c)	any
    actual or proposed assignee, transferee, participant or sub-participant of the Pledgee under or in connection with the Loan
    Agreement.



 

The
Pledgor and the Company further consents to the disclosure of any of their information by the Pledgee if required or permitted
to do so by any applicable law, court order or any regulatory authority in any jurisdiction.


 


	 	19.4	Amendment


 


Any
amendment to this Agreement shall only be made in writing by the Pledgee, the Company and the Pledgor.


 


	 	19.5	Language


 


This
Agreement shall be prepared and executed in Chinese and English. If there is any inconsistency between the Chinese version and
the English version, the Chinese version shall prevail.


 


	 	19.6	Counterparts


 


This
Agreement may be executed in any number of counterparts and all of those counterparts taken together shall be deemed to constitute
one and the same instrument.


 


	 	19.7	Effectiveness


 


This
Agreement shall become effective upon the execution hereof by all parties hereto. The Pledge created by this Agreement shall be
duly established upon registration of the Pledge with the Registration Authority in accordance with this Agreement.


 


In
Witness whereof the parties have duly executed
this Agreement on the day and year first above written.


 






    12


     


    







 


Execution
Page


 


BORQS
Hong Kong Limited


 


(as
Pledgor)


 


Address:
Office B, 21/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong


 


Fax:
+86-10-5975-6363


 


Tel.:
+86-10-5975 6336


 


attention:
Anthony K. Chan





 


SIGNED
BY: /s/ Anthony K. Chan                         


 


Name:
Anthony K. Chan


 


Title:
Senior Vice President Corporate Finance & Chief Financial Officer


 






    13


     


    

 


Execution
Page


 


Borqs
Communication Technology (Beijing) Ltd. (播思通讯技术(北京)有限公司)


 


(as
Company)


 


Address:
Tower A, Building B23, Universal Business Park, No. 10 Jiuxianqiao Road, Chaoyang District, Beijing 100015, China


 


Fax:
+86-10-5975-6363


 


Tel.:
+86-10-5975 6336


 


attention:
Anthony K. Chan





 


SIGNED
BY: /s/ Anthony K. Chan                         
  Company chop___________________


 


Name:
Anthony K. Chan


 


Title:
Senior Vice President Corporate Finance & Chief Financial Officer


 






    14


     


    




 


Execution
Page


 


PARTNERS
FOR GROWTH V, L.P.


 


(as
Pledgee)


 


Address:
1751 Tiburon Blvd., Tiburon, CA 94920


 


Fax:
+1 (415) 781-0510


 


Tel.:
+1 (415) 912-5898


 


attention:
Andrew Kahn





 


SIGNED
BY: /s/ Geoffrey Allan                   


 


Name: Geoffrey Allan


 


Title:
Manager, Partners for Growth V, LLC, managing member of Partners for Growth V, L.P.


 


 


15