Exhibit 10.6


 


Borqs
Technologies, Inc.


(as the Chargor)


 


BOrqs
International HOlding Corp


(as the Company)


 


and


 


Partners
for growth v, L.P.


(as the Chargee)


  


	 	
         

        EQUITABLE
        MORTGAGE

         

        over registered shares in a Cayman Islands
        exempted company

         
	 


 


WARNING


 


THE TAKING OR SENDING BY ANY PERSON
OF AN ORIGINAL OF THIS DOCUMENT INTO THE 

CAYMAN ISLANDS MAY GIVE RISE TO THE IMPOSITION OF CAYMAN ISLANDS STAMP DUTY


 



 



     


     


    

 


Content


 


	1	Interpretation	1
	 	 	 
	2	Principal payment obligation	3
	 	 	 
	3	Creation of security	4
	 	 	 
	4	Representations	4
	 	 	 
	5	Covenants	7
	 	 	 
	6	Shares	8
	 	 	 
	7	When security becomes enforceable	11
	 	 	 
	8	Enforcement of security	11
	 	 	 
	9	Receiver	12
	 	 	 
	10	Powers of receiver	13
	 	 	 
	11	Application of proceeds	14
	 	 	 
	12	Expenses and indemnity	14
	 	 	 
	13	Delegation	14
	 	 	 
	14	Further assurances	15
	 	 	 
	15	Power of attorney	15
	 	 	 
	16	Preservation	16
	 	 	 
	17	Miscellaneous	17
	 	 	 
	18	Notices	19
	 	 	 
	19	Release	20
	 	 	 
	20	Set off	20
	 	 	 
	21	Third Party Rights	20
	 	 	 
	22	Jurisdiction	20
	 	 	 
	23	Governing law	21
	 	 	 
	SCHEDULE 1	22
	 	 
	SCHEDULE 2	24




 




     


     


    

 


THIS MORTGAGE is dated this
March 8, 2019 and is made as a deed


 


BETWEEN:


 


		1	Borqs Technologies, Inc., a BVI business company
incorporated under the laws of the British Virgin Islands with registered number 1880410 and whose registered office is at the
offices of Maples Corporate Services Limited, Ritter House, Kingston Chambers, PO BOX 173, Road Town, Tortola, British Virgin
Islands (the Chargor);



 


		2	BORQS International Holding Corp, an exempted company limited by shares incorporated under
the laws of the Cayman Islands with registered number 192127 with its registered office at PO Box 309, Ugland House, Grand Cayman,
KY1-1104, Cayman Islands (the Company); and



 


		3	Partners for Growth V, L.P., whose address is 1751 Tiburon Blvd., Tiburon CA, 94920 (the
Chargee).



 


BACKGROUND


 


		A	The Chargor and the Company enter into this Mortgage to provide security for the continuing provision
of credit facilities to the Borrower under the Loan Documents.



 


		B	It is intended that this document takes effect as a deed notwithstanding the fact that a party
may only execute this document under hand.



 


IT IS AGREED as follows:


 


		1	Interpretation



 


		1.1	Definitions



 


In this Mortgage:


 


Borrower means
BORQS Hong Kong Limited, BORQS Technologies (HK) Limited and any other borrower under a Loan Document.


 


Business Day means
a day, other than a Saturday or a Sunday, on which banks are open for general business in the Cayman Islands, the British Virgin
Islands and the United States of America.


 


BVI Act means
the BVI Business Companies Act, 2004.


 


Companies Law
means the Companies Law (2018 Revision) of the Cayman Islands.


 


Event of Default
means any event of default under any Loan Document.


 


Initial Shares
means the 1 ordinary share of US$0.001 par value each issued by the Company and owned by the Chargor on the date of this Mortgage.


 


Lender means
the lender under a Loan Document, being Partners for Growth V, L.P.


 


Loan Document means
each of:


 


		(a)	the amended and restated loan and security agreement dated
on or about the date hereof between (i) the Chargee (ii) BORQS Hong Kong Limited and BORQS Technologies (HK) Limited as borrowers;
and (ii) the Company and BORQS Technologies, Inc. as guarantors.



 






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		(b)	any other loan and security agreement designated as such by the Chargee.



 


Mortgage means
this equitable share mortgage.


 


Obligations means
all present and future obligations and liabilities of any kind (whether actual or contingent and whether owed jointly or severally
as principal or surety or in any other capacity whatsoever) of any Obligor to any Lender under a Loan Document.


 


Obligor means
the Chargor, the Company, each Borrower and each other person providing security in connection with a Loan Document.


 


Receiver means
a receiver and manager or a receiver, in each case, appointed under this Mortgage.


 


Register of Charges
means the register of charges of the Chargor maintained by the Chargor in accordance with the BVI Act.


 


Register of Members
means the register of members of the Company maintained by the Company in accordance with the Companies Law.


 


Related Rights
means the rights attached to the Shares described in Clause 3.2(b).


 


Security Assets
means all the Shares and the Related Rights.


 


Security Interest
means any mortgage, pledge, lien, charge, assignment, hypothecation or other security interest, any pre-emption rights or options,
hold back or flawed asset arrangements or any other agreement or arrangement having a similar effect.


 


Security Period
means the period beginning on the date of this Mortgage and ending on the date on which all the Obligations have been unconditionally
and irrevocably paid and discharged in full.


 


Shares means
the Initial Shares and any other shares issued by the Company owned by the Chargor or its nominee(s) from time to time.


 


Stamp Duty Law 
means the Stamp Duty Law (2019 Revision) of the Cayman Islands.


 


Third Parties Law
means The Contracts (Rights of Third Parties) Law, 2014 of the Cayman Islands .


 


		1.2	Construction



 


		(a)	Unless otherwise defined herein, capitalised terms used
in this Mortgage have the meaning given to such terms in the Loan Document.



 


		(b)	In this Mortgage, unless the contrary intention appears, a reference to:



 


		(i)	any asset, unless the context otherwise requires,
includes any present, future or contingent asset (including properties, revenues and rights of every description) whether tangible
or intangible;



 






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		(ii)	an authorisation includes an authorisation, consent, approval, resolution, licence,
exemption, filing and registration;



 


		(iii)	a regulation includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law) of any governmental body, agency, department or regulatory, self-regulatory or other authority
or organisation;



 


		(iv)	Security means the security constituted by this Mortgage;



 


		(v)	tax shall be construed so as to include any tax, fund, levy, impost, duty or other
charge of a similar nature (including, without limitation, any penalty or interest payable in connection with any failure to pay
or any delay in paying of the same);



 


		(vi)	a provision of law is a reference to that provision as amended or re-enacted;



 


		(vii)	a Clause or a Schedule is a reference to a clause of or a schedule
to this Mortgage;



 


		(viii)	a person includes its successors and assigns; and



 


		(ix)	a time of day is a reference to time in the Cayman Islands.



 


		(c)	If the Chargee considers in its sole discretion that an
amount paid to it under the Loan Documents is capable of being avoided or otherwise set aside on the liquidation or administration
of the payer or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of this Mortgage.



 


		(d)	References to the singular include the plural, and vice versa.



 


		(e)	The index to and headings in this Mortgage are for convenience only and are to be ignored in construing
this Mortgage.



 


		1.3	Statutes



 


In this Mortgage
a reference to a statute or statutory instrument is, unless otherwise specified, a reference to the most recent revision of the
relevant statute or statutory instrument of the Cayman Islands and includes any statutory modification or re-enactment thereof
for the time being in force.


 


		2	Principal payment obligation



 


In consideration for the provision
of credit to each Borrower under the Loan Documents and for other good and valuable consideration the receipt of which is hereby
acknowledged by each party hereto, the Chargor hereby covenants with and undertakes to the Chargee to pay and discharge as principal
obligor and not merely as surety all of the Obligations as and when the same are due on the first written demand of the Chargee.


 






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		3	Creation of security



 


		3.1	General



 


The security created under
this Mortgage:


 


		(a)	is created in favour of the Chargee;



 


		(b)	is created over the Security Assets;



 


		(c)	is security for the irrevocable payment and satisfaction in full of all the Obligations; and



 


		(d)	is created by the Chargor as legal and beneficial owner.



 


The Chargee holds the
benefit of this Mortgage on trust for the Lenders.


 


		3.2	Securities



 


		(a)	The Chargor charges by way of first equitable mortgage all of its interest in all the Shares.



 


		(b)	The Chargor charges by way of first fixed charge all of its rights, title and interest including
all benefits, present and future, actual and contingent accruing in respect of:



 


		(i)	any dividend or interest paid or payable in relation to
the Shares; and



 


		(ii)	any right, money or property accruing or offered at any
time in relation to the Shares by way of redemption, repurchase, substitution, exchange, bonus or preference, under option rights
or otherwise, (the Related Rights).



 


		4	Representations



 


		4.1	Representations



 


Each of the Chargor and the
Company makes the following representations to each Lender:


 


		4.2	Status



 


		(a)	The Company is an exempted company, duly incorporated validly existing under the laws of the Cayman
Islands.



 


		(b)	The Chargor is a BVI business company, duly incorporated, validly existing under the laws of the
British Virgin Islands and has and will at all times have the necessary power and authority to own its assets and carry on its
business as it is being conducted and to enter into and perform its obligations under this Mortgage and has duly authorised the
execution and delivery of this Mortgage.



 


		(c)	It has the power to own its assets and carry on its business as it is being conducted and it is
in good standing.



 






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		4.3	Binding obligations



 


The obligations expressed to
be assumed by it in this Mortgage are its legal, valid, binding and enforceable obligations.


 


		4.4	Non-conflict with other obligations



 


The entry
into and performance by it of, and the transactions contemplated by, this Mortgage do not and will not conflict with any law or
regulation applicable to it, its constitutional documents or any agreement or instrument binding upon it or any of its assets.


 


		4.5	Power and authority



 


It has and it will at all times
have the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance
and delivery of, this Mortgage and the transactions contemplated by this Mortgage no limitation on its powers will be exceeded
by doing so.


 


		4.6	Validity and admissibility in evidence



 


Subject to the payment of stamp
duty in accordance with Clause 5.4 (Taxes), all authorisations or consents required or desirable:


 


		(a)	to enable it lawfully to enter into and exercise its rights and comply with its obligations under
this Mortgage; and



 


		(b)	to make this Mortgage admissible in evidence in the Cayman
Islands and in the British Virgin Islands, have been obtained or effected and are in full force and effect.



 


		4.7	Registration



 


		(a)	Subject to Clause 5.4 (Taxes) and Clause 5.5 (Filings and Registrations), it is not necessary or
advisable that this Mortgage be filed, registered, recorded or enrolled with any court, public office or other authority in any
jurisdiction or that any stamp, documentary, registration or similar tax or duty be paid on or in relation to this Mortgage.



 


		(b)	The execution, delivery, observance and performance of this Mortgage will not require it to obtain
any licences, consents or approvals, except any such licences, consents and approvals as have been obtained, do not conflict with
its constitutional documents and will not result in any material violation of any term of any law, statute, ordinance, rule or
regulation applicable to it, or of any judgement, decree or order applicable to it or any other agreement, instrument or obligation
to which it is a party or by which it is bound;



 


		4.8	Litigation



 


No litigation,
arbitration or administrative proceeding is current, pending or, to its knowledge, threatened which might, if adversely determined,
have a material adverse effect on the business, assets, financial condition or results of operations of it, on its ability to perform
its obligations under this Mortgage or which purport to affect the legality, validity or enforceability of this Mortgage. There
has been no failure by it to make any payment resulting from a court order or judgment.


 






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		4.9	Liquidation



 


It has not taken any corporate
action and no other steps been taken or legal proceedings been started or are (to the best of its knowledge and belief) threatened
against it for its winding-up (whether voluntary or by the courts of the Cayman Islands or the British Virgin Islands), liquidation,
dissolution, strike off, administration, reorganisation (by way of voluntary arrangement, creditors’ arrangement, scheme of arrangement
or otherwise), composition, compromise, assignment or arrangement with any creditor or for the appointment of a liquidator, provisional
liquidator, receiver, administrator, administrative receiver or other similar officer of it or any or all of its assets or revenues.


 


		4.10	Chargor Representations



 


The Chargor makes the following
representations to the Chargee.


 


		4.11	Legal and beneficial ownership



 


The Chargor
is the sole absolute legal and beneficial owner of the Security Assets, free and clear of any security, encumbrances, trusts, equities
and claims whatsoever or rights and interests in favour of third parties (save those under this Mortgage or otherwise permitted
under the Loan Document).


 


		4.12	Security



 


This Mortgage creates a first
ranking equitable mortgage over all of the Shares and a first fixed charge over the Related Rights and is not liable to be avoided
or otherwise set aside on the liquidation or administration of the Chargor or otherwise.


 


		4.13	Shares



 


		(a)	The Shares are fully paid and non-assessable.



 


		(b)	The Shares represent 100% of the shares issued by the Company.



 


		(c)	The Company has not granted any warrants, options or other analogous rights to any person relating
to shares issued by the Company.



 


		(d)	The Shares are freely transferable and no consents or approvals (including rights of pre-emption)
are required in order to register a transfer of the Shares.



 


		(e)	The directors of the Company are not entitled (other than pursuant to the Company’s memorandum
or articles of association, which entitlement is waived by the Company pursuant to Clause 6.9), to refuse to register any transfer
of Shares comprising Security Assets into the name of the Chargee or its nominee.



 


		(f)	It has not received any notice of any adverse claim by any person in respect of the ownership of
any Security Asset or any interest in it, nor has any acknowledgement been given to any person in respect of any Security Asset.



 






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		4.14	No Trigger of Event of Default



 


The execution,
delivery, observance and performance by the Chargor of this Mortgage will not constitute an event of default or trigger any enforcement
under any security in the Chargor’s assets nor will it result in the creation of any security over or in respect of the present
or future assets of the Company.


 


		4.15	Times for making representations



 


		(a)	The representations set out in this Mortgage (including in this Clause 4) are made on the date
of this Mortgage and are deemed to be repeated on each day of the Security Period.



 


		(b)	When a representation is repeated, it is applied to the circumstances existing at the time of repetition.



 


		4.16	Estoppel



 


Each of the Chargor and the
Company acknowledges and agrees that the representations in this Mortgage are made by way of deed, and that they shall be estopped
from subsequently arguing that any representation was untrue when made or repeated.


 


		5	Covenants



 


		5.1	Security



 


The Chargor shall not create
or permit to subsist any Security Interest on any Security Asset (except for this Security).


 


		5.2	Disposals



 


The Chargor shall not sell,
transfer, licence, lease or otherwise dispose of any Security Asset.


 


		5.3	No Amendment of Articles



 


Save with the prior written
consent of the Chargee, the Chargor shall not exercise its voting rights as sole shareholder of the Company to amend the memorandum
or articles of association of the Company.


 


		5.4	Taxes



 


		(a)	The Chargor will pay or procure for the stamping of an executed original of this Mortgage under
the Stamp Duty Law and deliver the same to the Chargee within 20 Business Days after the date that this Mortgage is first brought
into the Cayman Islands.



 


		(b)	The Chargor will pay or procure the payment when due of all present and future registration fees,
other stamp duties and other similar tax which is or becomes payable in relation to this Mortgage and keep the Chargee indemnified
against any failure or delay in paying them.



 






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		5.5	Filings and Registrations



 


Without limiting the provisions
of Clause 14 (Further assurances) or any other provisions of this Mortgage, the Chargor shall, immediately within 10 Business Days
after the date of this Mortgage provide a copy of its updated Register of Charges recording the particulars of this Security therein
pursuant to section 162 of the BVI Act.


 


		6	Shares



 


		6.1	Deposit



 


		(a)	The Chargor shall, on the date of this Mortgage:



 


		(i)	deliver to the Chargee an executed but undated share transfer
instrument in the form set out in SCHEDULE 2 and other documents which may be requested by the Chargee in order to enable the
Chargee or its nominees to be registered as the owner or otherwise obtain legal title to the Initial Shares; and



 


		(ii)	deliver to the Chargee copies of the corporate authorisations
of the Chargor and the Company required to authorise the execution of this Mortgage.



 


		(b)	The Chargor shall, immediately after the issue of any Shares other than the Initial Shares, comply
with sub-paragraphs (a)(ii) above in respect of such Shares.



 


		6.2	Removal of directors



 


The Chargor shall procure that
the Company delivers:


 


		(a)	signed but undated letters of resignation from the sole director of the Company in the form set
out in SCHEDULE 1, Part I; and



 


		(b)	signed and dated letters of authorisation from the sole director of the Company in the form set
out in SCHEDULE 1, Part II, to the Chargee on the date of this Mortgage and, where any person is appointed as a director of the
Company after the date of this Mortgage, immediately after such appointment.



 


		6.3	Changes to rights



 


Neither the Chargor nor the
Company shall take or allow the taking of any action on their behalf which may result in the rights attaching to any of the Security
Assets being altered or, save with the prior written consent of the Chargee, further shares in the Company in excess of the Initial
Shares being issued (including by creating any instrument convertible into shares in the Company).


 


		6.4	Payments on Shares



 


		(a)	The Chargor shall pay all calls or other payments due and payable in respect of any Shares.



 


		(b)	If the Chargor fails to do so, the Chargee may pay the calls or other payments in respect of any
Shares on behalf of the Chargor. The Chargor shall immediately on request reimburse the Chargee for any payment made by the Chargee
under this Subclause.



 






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		6.5	Other obligations in respect of Security Assets



 


		(a)	The Chargor shall comply with all conditions and obligations assumed by it in respect of the Security
Assets.



 


		(b)	The Chargee is not obliged to:



 


		(i)	perform any obligation of the Chargor;



 


		(ii)	make any payment;



 


		(iii)	make any enquiry as to the nature or sufficiency of any payment received by it or the Chargor;
or



 


		(iv)	present or file any claim or take any other action to collect
or enforce the payment of any amount to which it may be entitled under this Mortgage, in respect of any Security Asset.



 


		6.6	Voting rights



 


		(a)	Before this Security becomes enforceable, the voting rights, powers and other rights in respect
of the Security Assets may be exercised by the Chargor and shall, if exercisable by the Chargee, be exercised in any manner which
the Chargor may direct in writing.



 


		(b)	The Chargor shall indemnify the Chargee against any loss or liability incurred by the Chargee as
a consequence of the Chargee acting in respect of the Security Assets as permitted by this Mortgage or on the direction of the
Chargor.



 


		(c)	After this Security has become enforceable, the Chargee may exercise (in the name of the Chargor
and without any further consent or authority on the part of the Chargor) any voting rights and any powers or rights which may be
exercised by the legal or beneficial owner of any Security Asset.



 


		6.7	Dividends



 


		(a)	Before this Security becomes enforceable, the Chargor shall be entitled to receive and retain all
cash dividends, interest and any other monies paid to it in respect of any Security Assets.



 


		(b)	Upon or at any time after this Security has become enforceable, all dividends, interest and other
monies arising from the Security Assets shall be paid to the Chargee or to such account as it shall direct for application at its
discretion.



 


		6.8	Turnover



 


		(a)	If the Chargor or the Company receives or recovers any amount which, under the terms of this Mortgage,
should have been paid to the Chargee, it will:



 


		(i)	hold an amount of that receipt or recovery equal to the
Obligations (or if less, the amount received or recovered) on trust for the Chargee and promptly pay that amount to the Chargee
for application in accordance with the terms of this Mortgage; and



 






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		(ii)	promptly pay an amount equal to the amount (if any) by
which the receipt or recovery exceeds the Obligations to the Chargee for application in accordance with the terms of this Mortgage.



 


		(b)	If, for any reason, any of the trusts expressed to be created in this Clause should fail or be
unenforceable, the Chargor or the Company, as the case may be, will promptly pay or distribute an amount equal to that receipt
or recovery to the Chargee to be held on trust by the Chargee for application in accordance with the terms of this Mortgage.



 


		6.9	Company obligations



 


The Company:


 


		(a)	irrevocably waives:



 


		(i)	any first and paramount lien; and



 


		(ii)	any rights of forfeiture,



 


which it may have, now or in
the future, under its constitutional documents (including but not limited to under articles 4 and 5 of its articles of association),
in relation to the Security Assets;


 


		(b)	irrevocably consents to the transfer of the Shares pursuant to the enforcement by the Chargee of
any of its rights under this Mortgage and undertakes not to exercise its discretion to refuse to register the transfer of any Share
pursuant to article 6.2 of its articles of association or to suspend registration under article 6.4 of its articles of association;
and



 


		(c)	shall not register the transfer of any Share to any other person without the prior written consent
of the Chargee.



 


		6.10	Register of Members



 


The Company shall:


 


		(a)	Within 10 Business Days after the date of this Mortgage, provide the Chargee with a certified copy
of the Register of Members containing the following annotation:



 


“All the ordinary shares
issued as fully paid up and registered in the name of Borqs Technologies, Inc. are mortgaged and charged in favour of Partners
for Growth V, L.P. pursuant to a share mortgage dated __, 2019, as amended from time to time”.


 


		(b)	promptly register any transfer of title to the Shares pursuant to any enforcement by the Chargee
of its rights under this Mortgage.



 






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		6.11	Legal Mortgage



 


At the request of the Chargee
at any time prior to or after the occurrence of an Event of Default the Chargor shall promptly cause the Security Assets or any
part of them to be registered in the name of the Chargee (or its nominee) thereupon to be held, as so registered, subject to the
terms of this Mortgage.


 


		7	When security becomes enforceable



 


		7.1	Event of Default



 


Subject to the terms of the
Subordination Agreement, this Security will become immediately enforceable if an Event of Default occurs and is continuing.


 


		7.2	Discretion



 


After this Security has become
enforceable, the Chargee may in its absolute discretion enforce all or any part of this Security in any manner it sees fit including,
without limitation, dating and presenting to the Company or any other person any undated documents provided to it pursuant to Clauses
6.1 (Deposit) and 6.2 (Removal of directors) or any other provision of this Mortgage, including to remove the then existing directors
and officers (with or without cause) by dating and presenting the undated, signed letters of resignation delivered pursuant to
this Mortgage to appoint such persons as directors of the Company as it shall deem appropriate.


 


		8	Enforcement of security



 


		8.1	No liability as mortgagee in possession



 


Neither the Chargee nor any
Receiver will be liable, by reason of entering into possession of a Security Asset, to account as mortgagee in possession or for
any loss on realisation or for any default or omission for which a mortgagee in possession might be liable.


 


		8.2	Protection of third parties



 


No person (including a purchaser)
dealing with the Chargee or a Receiver or its or his agents will be concerned to enquire:


 


		(a)	whether the Obligations have become payable;



 


		(b)	whether any power which the Chargee or a Receiver is purporting to exercise has become exercisable
or is being properly exercised;



 


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



 


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



 


		8.3	Redemption of prior mortgages



 


		(a)	At any time after this Security has become enforceable, the Chargee may:



 


		(i)	redeem any prior Security Interest against any Security
Asset; and/or



 


		(ii)	procure the transfer of that Security Interest to itself;
and/or



 






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		(iii)	settle and pass the accounts of the prior mortgagee, chargee
or encumbrancer; any accounts so settled and passed will be, in the absence of manifest error, conclusive and binding on the Chargor.



 


		(b)	The Chargor shall pay to the Chargee, immediately on demand, the costs and expenses incurred by
the Chargee in connection with any such redemption and/or transfer, including the payment of any principal or interest.



 


		8.4	Contingencies



 


If this Security is enforced
at a time when no amount is due under the Loan Documents but at a time when amounts may or will become due, the Chargee may pay
the proceeds of any recoveries effected by it into a suspense account or other account selected by it.


 


		9	Receiver



 


		9.1	Appointment of Receiver



 


		(a)	The Chargee may appoint any one or more persons to be a Receiver of all or any part of the Security
Assets if this Security has become enforceable.



 


		(b)	Any appointment under paragraph (a) above may be by deed, under seal or in writing under its hand.



 


		9.2	Removal



 


The Chargee may remove any
Receiver appointed by it and may, whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose appointment
may for any reason have terminated.


 


		9.3	Remuneration



 


The Chargee may fix the remuneration
of any Receiver appointed by it.


 


		9.4	Agent of the Chargor



 


		(a)	A Receiver will be deemed to be the agent of the Chargor for all purposes. The Chargor alone is
responsible for the contracts, engagements, acts, omissions, defaults and losses of a Receiver and for liabilities incurred by
a Receiver.



 


		(b)	No Lender will incur any liability (either to the Chargor or to any other person) by reason of
the appointment of a Receiver or for any other reason.



 


		9.5	Exercise of Receiver powers by the Chargee



 


To the fullest extent allowed
by law, any right, power or discretion conferred by this Mortgage (either expressly or impliedly) or by law on a Receiver may after
this Security becomes enforceable be exercised by the Chargee in relation to any Security Asset without first appointing a Receiver
and notwithstanding the appointment of a Receiver.


 






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		10	Powers of receiver



 


		10.1	General



 


		(a)	A Receiver has all of the rights, powers and discretions set out below in this Clause.



 


		(b)	If there is more than one Receiver holding office at the same time, each Receiver may (unless the
document appointing him states otherwise) exercise all of the powers conferred on a Receiver under this Mortgage individually and
to the exclusion of any other Receiver.



 


		10.2	Possession



 


A Receiver may take immediate
possession of, get in and collect any Security Asset.


 


		10.3	Employees



 


		(a)	A Receiver may appoint and discharge managers, officers, agents, accountants, servants, workmen
and others for the purposes of this Mortgage upon such terms as to remuneration or otherwise as he thinks fit.



 


		(b)	A Receiver may discharge any person appointed by the Chargor.



 


		10.4	Borrow money



 


A Receiver may raise and borrow
money either unsecured or on the security of any Security Asset either in priority to this Security or otherwise and generally
on any terms and for whatever purpose which he thinks fit.


 


		10.5	Sale of assets



 


		(a)	A Receiver may sell, exchange, convert into money and realise any Security Asset by public auction
or private contract and generally in any manner and on any terms which he thinks fit.



 


		(b)	The consideration for any such transaction may consist of cash, debentures or other obligations,
shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread
over any period which he thinks fit.



 


		10.6	Compromise



 


A Receiver may settle, adjust,
refer to arbitration, compromise and arrange any claim, account, dispute, question or demand with or by any person who is or claims
to be a creditor of the Chargor or relating in any way to any Security Asset.


 


		10.7	Legal actions



 


A Receiver may bring, prosecute,
enforce, defend and abandon any action, suit or proceedings in relation to any Security Asset which he thinks fit.


 






    13


     


    

 


		10.8	Receipts



 


A Receiver may give a valid
receipt for any moneys and execute any assurance or thing which may be proper or desirable for realising any Security Asset.


 


		10.9	Delegation



 


A Receiver may delegate his
powers in accordance with this Mortgage.


 


		10.10	Other powers



 


A Receiver may:


 


		(a)	do all other acts and things which he may consider desirable or necessary for realising any Security
Asset or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this
Mortgage or law;



 


		(b)	exercise in relation to any Security Asset all the powers, authorities and things which he would
be capable of exercising if he were the absolute beneficial owner of that Security Asset; and



 


		(c)	use the name of the Chargor for any of the above purposes.



 


		11	Application of proceeds



 


Any moneys received by the
Chargee or any Receiver after this Security has become enforceable shall be applied in or towards payment of or provision for all
costs and expenses incurred by the Chargee or any Receiver under or in connection with this Mortgage and of all remuneration due
to any Receiver under or in connection with this Mortgage and thereafter at the discretion of the Chargee. Following the payment
and discharge of the Obligations in full the surplus (if any) will be paid to the Chargor. This Clause is subject to the payment
of any claims having priority over this Security. This Clause does not prejudice the right of any Lender to recover any shortfall
from the Chargor.


 


		12	Expenses and indemnity



 


The Chargor shall:


 


		(a)	immediately on demand pay all costs and expenses (including legal fees) incurred in connection
with this Mortgage by any Lender or any Receiver, attorney, manager, agent or other person appointed by the Chargee under this
Mortgage including any arising from any actual or alleged breach by any person of any law or regulation, whether relating to the
environment or otherwise; and



 


		(b)	keep each of them indemnified against any failure or delay in paying those costs or expenses.



 


		13	Delegation



 


		13.1	Power of Attorney



 


The Chargee or any Receiver
may delegate by power of attorney or in any other manner to any person any right, power or discretion exercisable by it under this
Mortgage.


 






    14


     


    

 


		13.2	Terms



 


Any such delegation may be
made upon any terms (including power to sub-delegate) which the Chargee or any Receiver may think fit.


 


		13.3	Liability



 


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


 


		14	Further assurances



 


The Chargor shall, at its own
expense, take whatever action the Chargee or a Receiver may require for:


 


		(a)	creating, perfecting or protecting any security intended to be created by this Mortgage; or



 


		(b)	facilitating the realisation of any Security Asset, or the exercise of any right, power or discretion
exercisable, by the Chargee or any Receiver or any of its delegates or sub delegates in respect of any Security Asset.



 


This includes:


 


		(i)	the execution of any transfer, conveyance, assignment or
assurance of any property, whether to the Chargee or to its nominee; or



 


		(ii)	the giving of any notice, order or direction and the making
of any registration, which, in any such case, the Chargee may think expedient.



 


		15	Power of attorney



 


		15.1	Appointment



 


The
Chargor hereby irrevocably appoints the Chargee and any Receiver appointed hereunder (in each case with full power to appoint substitutes
and to sub-delegate) jointly and also severally to be the attorney or attorneys of the Chargor and in its name and otherwise on
its behalf to sign, seal, execute, deliver, perfect and do all deeds, instruments, acts and things which may be required (or which
the Chargee or any Receiver appointed hereunder shall consider desirable) for carrying out any obligation imposed on the Chargor
by or pursuant to this Mortgage, for getting in the Security Assets, and generally for enabling the Chargee and the Receiver to
exercise the respective powers conferred on them by or pursuant to this Mortgage or by law.


 


		15.2	Ratification



 


The
Chargor shall ratify and confirm all transactions and documents entered into by the Chargee or such Receiver or delegate of the
Chargee or such Receiver acting under the power of attorney granted under Clause 15.1.


 






    15


     


    

 


		15.3	Irrevocable



 


The
power of attorney granted under Clause 15.1 is granted irrevocably and for value as part of the security constituted by this Mortgage
to secure proprietary interests of, and the performance of obligations owed to, the Chargee.


 


		16	Preservation



 


		16.1	Continuing security



 


		(a)	This Security is continuing and will extend to the ultimate balance of all the Obligations, regardless
of any intermediate payment or discharge in whole or in part.



 


		(b)	This Security is in addition to and shall not merge with or otherwise prejudice or affect any other
security now or subsequently held by the Chargee for any of the Obligations.



 


		16.2	Tacking



 


This Mortgage is made to secure
any further advances or other facilities made available by the Lenders under the Loan Documents.


 


		16.3	New Accounts



 


		(a)	If any subsequent charge or other interest affects any Security Asset, the Chargee may open a new
account for the Chargor.



 


		(b)	If the Chargee does not open a new account, it will nevertheless be treated as if it had done so
at the time when it received or was deemed to have received notice of that charge or other account.



 


		(c)	As from that time all payments made to the Chargee will be credited or be treated as having been
credited to the new account and will not operate to reduce any Secured Liability.



 


		16.4	Waiver of defences



 


The obligations of the Chargor
and the Company under this Mortgage will not be affected by any circumstance, act, omission, matter or thing which, but for this
Clause, would reduce, release or prejudice any of their obligations under this Mortgage and this Security and whether or not known
to the Chargor, the Company or a Lender including:


 


		(a)	any time, waiver or consent granted to, or composition with, an Obligor or other person;



 


		(b)	the release of an Obligor or any other person under the terms of any composition or arrangement
with any creditor or an Obligor;



 


		(c)	the taking, variation, compromise, exchange, renewal or release of, refusal or neglect to perfect,
take up or enforce, any rights against, or Security Interest or other rights over or relating to assets of, an Obligor or other
person or any non-presentment or non-observance of any formality or other requirement in respect of any instruments or any failure
to realise the full value of any Security Interest;



 






    16


     


    

 


		(d)	any incapacity or lack of powers, authority or legal personality of or dissolution or change in
the members or status of, an Obligor or other person;



 


		(e)	any amendment (however fundamental) or replacement of any Loan Document or other document;



 


		(f)	any change in the identity of the Chargee;



 


		(g)	any right of set-off that the Chargor or the Company may have against the Chargee;



 


		(h)	any unenforceability, illegality or invalidity or any obligation of any person under any Loan Document
or other document; or



 


		(i)	any insolvency or similar proceedings.



 


		16.5	Immediate recourse



 


The Chargor waives any right
it may have of first requiring a Lender to proceed against or enforce any other rights or Security Interest or claim payment from
or file any proof or claim in any insolvency, administration, winding up or liquidation proceedings relating to any Obligor or
any other person before claiming from the Chargor under this Mortgage.


 


		16.6	Non-competition



 


Until the end of the Security
Period, neither the Chargor nor the Company will exercise any rights which they may have by reason of performance of their obligations
under this Mortgage:


 


		(a)	to be indemnified by an Obligor;



 


		(b)	to claim any contribution from any guarantor of an Obligor’s obligations; and/or



 


		(c)	to take the benefit of (in whole or in part and whether by subrogation or otherwise) of any right
of a Lender under this Mortgage or of any other guarantee or Security Interest taken pursuant to, or in connection with, the Loan
Document by the any Lender.



 


		16.7	Reinstatement



 


		(a)	Where any discharge (whether in respect of the obligations of any Obligor, any security for such
obligations or otherwise) is made in whole or in part or any arrangement is made on the faith of any payment, security or other
disposition which is avoided or must be repaid on insolvency, administration, liquidation or otherwise without limitation, the
liability of the Chargor or the Compny under this Mortgage shall continue as if there had been no such discharge or arrangement.



 


		(b)	The Chargee shall be entitled to concede or compromise any claim that any such payment, security
or other disposition is liable to avoidance or repayment.



 


		17	Miscellaneous



 


		17.1	Waivers and remedies cumulative



 


		(a)	The rights of the Chargee under this Mortgage:



 






    17


     


    

 


		(i)	may be exercised as often as necessary;



 


		(ii)	are cumulative and not exclusive of its rights under general
law; and



 


		(iii)	may be waived only in writing and specifically.



 


		(b)	Delay in exercising or non-exercise of any such right is not a waiver of that right.



 


		17.2	Transfers



 


		(a)	Neither the Chargor nor the Company may assign or otherwise transfer any of their rights and/or
obligations under this Mortgage.



 


		(b)	The Chargee may assign, transfer, novate or dispose of all or any part of its rights and/or obligations
under this Mortgage.



 


		17.3	Severability



 


If a provision of this Mortgage
is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:


 


		(a)	the validity or enforceability in that jurisdiction of any other provision of this Mortgage; or



 


		(b)	the validity or enforceability in any other jurisdiction of that or any other provision of this
Mortgage.



 


		17.4	Amendments



 


This Mortgage may only be amended
by an instrument in writing signed by each party to this Mortgage.


 


		17.5	Waiver



 


		(a)	No waiver of any right or rights arising under this Mortgage shall be effective unless such waiver
is in writing and signed by the party whose rights are being waived.



 


		(b)	No waiver by a party of a failure by the other party to perform any provision of this Mortgage
shall operate or be construed as a waiver in respect of any other failure whether of a like or different character.



 


		17.6	Counterparts



 


This Mortgage may be executed
in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this
Mortgage.


 


		17.7	Certificate



 


A certificate of the Chargee
as to any amount due from an Obligor in respect of the Obligations or any of them shall, in the absence of manifest error, be prima
facie evidence of such amount as against the Chargor or the Company.


 






    18


     


    

 


		17.8	Language



 


All documents and notices provided
or given in connection with this Mortgage shall be:


 


		(a)	in English; or



 


		(b)	if not in English, accompanied by a certified English translation and, in this case, the English
translation shall prevail unless the document is a statutory or other official document.



 


		17.9	Payments



 


All payments made by the Chargor
and the Company under this Mortgage shall be made free of any deductions or withholding (whether in respect of tax or otherwise).
If the Chargor or the Company is compelled by law to make such deductions, it shall pay such additional amounts as to ensure that
the net amount received by the Chargee would be the same as if no such deductions had been made.


 


		18	Notices



 


Each party’s address
for notices is as set out below:


 


Chargor


Borqs Technologies, Inc.


Tower A, Building B23


Universal Business Park


No. 10 Jiuxiangqiao Road


Chaoyang District, Beijing
100015, China


Attn: Pat Chan, CEO


Facsimile No.: 86-10-5975-6363


Telephone No: 86-10-5975-6336


Email: pat.chan@borqs.com


 


Company


Borqs International Holding
Corp.


Tower A, Building B23


Universal Business Park


No. 10 Jiuxiangqiao Road


Chaoyang District, Beijing
100015, China


Attn: Pat Chan, CEO


Facsimile No.: 86-10-5975-6363


Telephone No: 86-10-5975-6336


Email: pat.chan@borqs.com


 


AND TO :


 


Borqs International Holding
Corp.


c/o Maples Corporate Services
Limited


PO Box 309


Ugland House


Grand Cayman, KY1-1104


Cayman Islands


 






    19


     


    

 


Chargee


Partners for Growth V, L.P.


Address: 1751 Tiburon Blvd.,
Tiburon, CA 94920


Facsimile no: +1-415-781-0510


Electronic mail address:
notices@pfgrowth.com


For the attention of: Geoff
Allen / Tracy Pappas


 


With a copy (not constituting
notice) to:


 


Greenspan Law Office


620 Laguna Rd, Mill Valley,
CA 94941


Email: ben@greenspan-law.com


 


		19	Release



 


At the end of the Security
Period, the Chargee shall, at the request and cost of the Chargor, take whatever action is necessary to release the Security Assets
from this Security.


 


		20	Set off



 


A Lender may set off any matured
obligation due from the Chargor or the Company under this Mortgage (to the extent beneficially owned by that Lender) against any
matured obligation owed by that Lender to the Chargor or the Company, regardless of the place of payment, booking branch or currency
of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate
of exchange in its usual course of business for the purpose of the set-off.


 


		21	Third Party Rights



 


		(a)	Subject to paragraph (b), a person who is not a party to this Mortgage has no right under the Third
Parties Law to enforce any provision of this Mortgage in its own right.



 


		(b)	A Receiver may enforce any provision of this Mortgage conferring a right on it.



 


		22	Jurisdiction



 


		22.1	Submission



 


For the benefit of the Lenders,
the Chargor and the Company each agree that the courts of the Cayman Islands have jurisdiction to hear and determine any action,
suit or proceeding, and settle any disputes, in connection with this Mortgage and accordingly submit to the jurisdiction of the
Cayman Islands courts.


 


		22.2	Forum convenience and enforcement abroad



 


Each of the Chargor and the
Company:


 


		(a)	waive any objection which they may have to the Cayman Islands courts on the grounds of inconvenient
forum or otherwise as regards proceedings in connection with this Mortgage, and agree not to argue before any court or tribunal
that such courts are an inappropriate or inconvenient forum; and



 






    20


     


    

 


		(b)	agree that a judgment or order of such courts in connection with this is conclusive and binding
on each of them and may be enforced in the courts of any other jurisdiction.



 


		22.3	Non-exclusivity



 


Nothing in this Clause 21 limits
the right of the Chargee to bring proceedings against the the Chargor or the Company in connection with this Mortgage or the Obligations:


 


		(a)	in any other court of competent jurisdiction; or



 


		(b)	concurrently in more than one jurisdiction, to the extent permitted by law.



 


		22.4	Agent for Service of Process



 


Without prejudice to the Chargee’s
rights to serve notice in any other manner permitted by law, the Chargor hereby irrevocably appoints the Company as its agent for
service of process in relation to any proceedings before the Cayman Islands courts in connection with this Mortgage and agrees
that failure by the Company to notify the Chargor shall not invalidate any proceedings concerned.


 


		22.5	Security for costs



 


To the extent that the Chargor
or the Company may, in any suit, action or proceeding brought in a court in any jurisdiction arising out of or in connection with
this Mortgage or the Obligations be entitled to the benefit of any provision of law requiring any Lender in such suit, action or
proceeding to post security for the costs of the Chargor or the Company, or to post a bond or take similar action, the Chargor
or the Company hereby irrevocably waive any such benefit, in each case to the fullest extent now or hereafter permitted under the
laws of such jurisdiction.


 


		23	Governing law



 


		23.1	This Mortgage is governed
by Cayman Islands law.



 


		23.2	The Chargor irrevocably
agrees for the exclusive benefit of the Chargee that the courts of the Cayman Islands shall have jurisdiction to hear and determine
any suit, action or proceeding and to settle any dispute which may arise out of or in connection with this Mortgage and for such
purposes irrevocably submits to the jurisdiction of such courts.



 


		23.3	Nothing contained in
this Clause shall limit the right of the Chargee to take proceedings which may arise out of or in connection with this Mortgage
in any other court of competent jurisdiction nor shall the taking of any such proceedings in one or more jurisdictions preclude
the taking of proceedings in any other jurisdiction whether concurrently or not (unless precluded by applicable law).



 


This Mortgage has been entered into on
the date stated on the first page of this Mortgage.


 




    21


     


    

SCHEDULE
1


 


Part I - Form of Directors’ Letter
of Resignation


 


Date: _____________________________________P.O.
Box 309, Ugland House, Grand Cayman, KY1-1104


 


For the attention of the Board of Directors
of the Company


 


Dear Sirs


 


Resignation as a director of BORQS International
Holding Corp (the Company)


 


I hereby resign with immediate effect as
a director of the Company.


 


I confirm that I have no claims against
the Company for compensation in relation to my loss of office or otherwise, but to the extent that I may have any such claim, I
hereby irrevocably waive the same.


 


Yours faithfully


 


	 	 
	Pat Sek Yuen Chan	 




 




    22


     


    

 


Part II - Form of Directors’ Letter
of Authority


 


Date: ______________________


 


Partners for Growth V, L.P. (the Chargee)


1751 Tiburon Blvd.,


Tiburon, CA 94920


For the attention of: Geoff Allen / Tracy
Pappas


 


Dear Sir


 


Resignation letter - directorship of
Borqs International Holdings Corp (the Company)


 


Please find enclosed a signed but undated
letter from me resigning my position as a director of the Company.


 


I hereby irrevocably authorise you, whenever
an Event of Default has occurred and is continuing for the purpose of the equitable share mortgage dated __------------------,
2019 made between the Chargor, the Company and the Chargee (the Mortgage), to date the letter and send it to the
Company’s registered office thereby terminating my directorship of the Company without compensation for loss of office. I
acknowledge and agree that your discretion to act in this regard is to be exercised solely in your interests as Chargee under the
Mortgage.


 


I confirm that you may delegate the authority
conferred by this letter to any of your successors and assigns as Chargee in relation to the Mortgage.


 


Yours faithfully


 


	 	 
	Pat Sek Yuen Chan	 


 




    23


     


    

 


SCHEDULE
2


 


Form of Share Transfer


 


BORQS International Holding Corp


(the Company)


 


SHARE TRANSFER


 


We, Borqs Technologies, Inc. (the
Transferor), for good and valuable consideration received by us from _______________________ (the Transferee),
do hereby:


 


		(1)	transfer to the Transferee _________ shares of US$0.001
par value each standing in our name in the Register of Members of the Company, free of any liens, encumbrances or other restrictions
thereon; and



 


		(2)	consent that our name remains on the Register of Members
of the Company until such time as the Company enters the Transferee’s name in the Register of Members of the Company.



 


This Share Transfer is governed by Cayman
Islands law.


 


 


	 	 
	SIGNED BY	 


 


Name: Pat Sek Yuen Chan


A duly authorised director acting for and
on behalf of


Borqs Technologies, Inc.


 




    24


     


    

 


EXECUTION PAGE


 


The parties have executed and this Deed
on the day and year first above written


 


	Chargor	 	 
	 	 	 
	EXECUTED and DELIVERED as a deed by 	)	 
	Borqs Technologies, Inc.	)	/s/ Pat Sek Yuen
Chan
	acting by its duly authorised director	)	(Director)


In the presence of:


 


	/s/ Anthony K. Chan	 


 


Name of Witness: Anthony K. Chan


 


Address of Witness:


 


Company


 


	EXECUTED and DELIVERED as a deed by 	)	 
	BORQS International Holding Corp	)	/s/ Pat Sek Yuen
Chan
	acting by its duly authorised director	)	(Director)


 


	Chargee	 	 
	 	 	 
	EXECUTED and DELIVERED as a deed by 	)	 
	Partners for Growth V, L.P.	)	/s/ Geoffrey Allan
	acting by its duly authorised signatory	)	Authorised Signatory


In the presence of:


 


	/s/ Amy Spencer	 



 


Name of Witness: Amy Spencer


 


Address of Witness:




 


 


25