Exhibit 10.7


 


SHARE PLEDGE AGREEMENT


 


THIS SHARE PLEDGE AGREEMENT
(“Agreement”) is made as of March 8, 2019 (the “Effective Date”), by each of BORQS
Hong Kong Limited, a private company limited by shares under Hong Kong law, registered with the Companies Registry under number
1151010, with its address as of the Effective Date at Office B, 21/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong
Kong (“HK Debtor”), and 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 address at PO Box 309, Ugland House, Grand
Cayman, KY1-1104, Cayman Islands (“Cayman Debtor” and, collectively with HK Debtor, “Debtor”),
and Debtor’s subsidiary, BORQS Software Solutions Private Limited, a company formed under the laws of India with company
registration number U72200KA2009PTC050460 and with its principal place of business at Prestige Al-Kareem, NO.3 Edward Road, Civil
Station, Corporation Division NO.72, Bangalore, Karnataka, INDIA 560052 (“Subsidiary”), in favor of Partners
for Growth V, L.P., a Delaware limited partnership with its principal place of business at the date hereof at 1751 Tiburon Blvd.,
Tiburon, CA 94920 (“Lender”) in respect Debtor’s Ownership Interests (as defined herein) in Subsidiary.


 


RECITALS


 


A. Lender
proposes to make certain loans to HK Debtor that are guaranteed (inter alia) by Cayman Debtor pursuant to that certain Amended
and Restated Loan and Security Agreement of even date herewith between Debtor and Lender (the “Loan Agreement”)
for the direct benefit of Debtor and the direct and indirect benefit of each of Debtor’s parent entities and subsidiaries,
including the Subsidiary, which receives direct financial support from HK Debtor and Cayman Debtor, including from proceeds of
such loans.


 


B. To
secure the “Obligations”, as defined in the Loan Agreement, Debtor has agreed, subject to receipt of necessary regulatory
approvals in accordance with the laws of India, to pledge to Lender the shares in Subsidiary’s equity, voting or non-voting,
however expressed or denominated, and all other equity interests of each Subsidiary which Debtor now legally and beneficially owns,
directly or indirectly, as initially specified in Exhibit A, or hereafter acquires an interest (the “Ownership
Interests”).


 


C. Concurrently,
Lender and Debtor are entering into a Custody Agreement with respect to Ownership Interests Debtor owns in the India Subsidiary.
Any capitalized terms used without definition herein shall have the meanings assigned to them in the Loan Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing premises and intending to be legally bound thereby, Debtor hereby agrees as follows:


 


1. Pledge
of Collateral. To secure the prompt performance of Debtor’s Obligations (as defined in the Loan Agreement), and Debtor’s
obligations hereunder, expressly subject to Section 12(g) of this Agreement, Debtor hereby transfers, assigns and pledges to Lender
and grants Lender a security interest in and to (a) 100% of its Ownership Interests in all the Subsidiary (the “Pledged
Interests”), (b) all cash, property, share dividends, share splits, securities, proceeds, and other property paid, distributed
or distributable with respect to or received on account of the Pledged Interests, and (c) except as otherwise provided in this
Agreement, all rights and privileges of Debtor with respect to each of the foregoing (collectively, the “Pledged Collateral”).


 






     


     


    

 


2. Certification
of Ownership Interests; Delivery of the Pledged Interests. Debtor shall procure that, to the extent not prohibited by applicable
law, all Ownership Interests shall be certificated and reflected in the books and records of Subsidiary, including any registers
of members or shareholders required to be maintained by Subsidiary, its corporate agents, or filed with any Governmental Body.
Upon demand by Lender, Debtor shall deliver to Lender (i) share certificates, certified ownership registers or such other legal
evidence of ownership as is customary and legally sufficient in India, together with, as applicable under Applicable Law (ii) an
Irrevocable Stock Power, instrument of transfer, registration of transfer or other legally sufficient evidence of the transfer
of the Pledged Interests to Lender as security hereunder, in the forms set forth as Exhibit B to be held by Lender subject
to the terms and conditions of this Agreement, provided, however, with respect to share certificates representing
Ownership Interests in the Subsidiary, Debtor shall deliver such certificates to the Custodian (and such delivery shall be deemed
to discharge Debtor’s certificate delivery obligations hereunder to Lender unless Lender otherwise so notifies Debtor in
writing. Notwithstanding any registration of the Pledged Interests in the name of Lender, Lender holds the Pledged Interests only
as security for the Obligations as described herein unless Lender acquires the Pledged Interests pursuant to Section 12 of this
Agreement. Debtor shall, and Debtor shall procure that each of its Subsidiaries, duly records the pledge of the Pledged Interests
to Lender in its books and records.


 


3. Warrants,
Rights and Share Adjustments. 


 


(a) In
the event that, during the term of this Agreement, subscription warrants or other rights or options shall be issued in respect
of the Pledged Interests, such rights, warrants and options shall be the property of Debtor and part of the Pledged Collateral
and, if exercised by Debtor, all new stock or other securities so acquired by Debtor as they relate to the Pledged Interests then
held by Debtor shall be promptly delivered to Lender (or the Custodian, as the case may be) and shall be deemed to be included
within the definition of “Pledged Interests”, to be held under the terms of this Agreement in the same manner as the
Pledged Interests.


 


(b) In
the event that, during the term of this Agreement, any share dividend, reclassification, readjustment or other changes are declared
or made in Subsidiary or additional shares of Subsidiary is issued to Debtor, all new, substituted and additional Ownership Interests
issued by reason of any such change shall be delivered to and held by Lender or recorded under the name of Lender under the terms
of this Agreement in the same manner as the Pledged Interests. In the event of substitution of such securities, Debtor and Lender
shall cooperate and execute such documents as are reasonable so as to provide for the substitution of such Pledged Collateral and,
upon such substitution, references to “Pledged Interests” in this Agreement shall be deemed to include the substituted
Ownership Interests of each Subsidiary held by Debtor as a result thereof.


 


(c) In
the in the event of any consolidation or merger involving Subsidiary and in which such Subsidiary is not the surviving Person,
the Ownership Interests of the successor Person formed by or resulting from such consolidation or merger shall be promptly delivered
to Lender and shall be deemed to be included within the definition of “Pledged Interests,” to be held under the terms
of this Agreement in the same manner as the Pledged Interests.


 






    2


     


    

 


4. Limitations
on Lender’s Obligations. It is expressly agreed by Debtor that, anything herein to the contrary notwithstanding, Lender
shall have no obligation or liability for the performance by Debtor of its rights or obligations as a shareholder of Subsidiary
by reason of or arising out of this Agreement or the granting to Lender of the security interests provided for herein or the receipt
by Lender of any payment relating hereto, nor shall Lender be required or obligated in any manner to perform or fulfill any of
the rights or obligations of Debtor in its capacity as a shareholder of Subsidiary or to make any inquiry as to the nature or the
sufficiency of any payment received by it or the sufficiency of any performance by any other party of any obligation owed to Subsidiary,
or to present or file any claim, or to take any action to collect or enforce any performance or the payment of any amounts which
may have been assigned to it or to which it may be entitled at any time or times. Lender’s sole duty with respect to the
custody, safekeeping and physical preservation of the Pledged Collateral in its possession shall be to deal with it in the same
manner as Lender deals with similar securities and property for its own account. Neither Lender nor any of its directors, officers,
employees or agents shall be liable for failure to demand, collect or realize upon any of the Pledged Collateral or for any delay
in doing so or shall be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of Debtor
or otherwise, provided that Lender shall be liable for the gross negligence and willful misconduct of its directors, officers,
employees and agents.


 


5. Representations,
Warranties and Covenants. Debtor represents, warrants to and covenants with Lender that on the Effective Date and at all times
any Obligations are outstanding: (a) Debtor has full power and authority to enter into this Agreement; (b) any consent or approval
which is required as a condition to the validity of this Agreement has or will been obtained; (c) this Agreement constitutes the
valid and legally binding agreement of Debtor in accordance with its terms (except as enforcement may be limited by equitable principles
and by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to creditors’ rights generally) and does
not constitute a prohibited transfer under any law, statute, regulation or ordinance, including the Securities Act of 1933, as
amended or other applicable securities Legal Requirement of any other jurisdiction applicable to Debtor or Subsidiary; (d) there
is no provision of (i) any existing material mortgage, indenture, contract, subscription agreement or other agreement binding on
Debtor or affecting the Ownership Interests or (ii) any Legal Requirement applicable to Debtor or Subsidiary which would materially
conflict with or in any way prevent the execution, delivery or performance of the terms of this Agreement, except for any such
provision which has been expressly waived or with respect to which consent has been given; (e) Debtor has good title to the Pledged
Collateral and the Pledged Collateral is owned free and clear of liens and encumbrances, other than the lien created in favor of
Lender under the Loan Agreement and other Permitted Liens (as defined in the Loan Agreement; (f) there are no proceedings pending
or, to Debtor’s knowledge, threatened before any court or administrative agency which, in the reasonable opinion of Debtor,
will materially adversely affect the authority of Debtor to enter into, or the validity or enforceability of, this Agreement; (g)
Debtor will not create, incur, assume or suffer to exist any material mortgage, pledge, lien or other encumbrance of any kind,
or any security interest in any of the Pledged Collateral now owned or hereafter acquired, other than Permitted Liens, without
the prior written consent of Lender; (h) the share certificates for the shares of Subsidiary are the only certificates for such
shares and Debtor does not hold and has not applied to Subsidiary for, duplicate stock certificates with respect to the said shares;
and (i) the Pledged Interests are fully paid up and Subsidiary has no lien and will not have any lien on the Pledged Interests
for so long as any Obligations remain outstanding or unperfomed.


 


6. Other
Documents. Debtor will execute and deliver to Lender and, where required in order to effect Lender’s rights under this
Agreement, will cause each Subsidiary to execute, deliver to and procure for Lender, all assignments, endorsements, powers, hypothecations,
approvals, governmental registrations, consents and other documents reasonably required at any time and from time to time by Lender
to perfect and maintain its perfected security interest in the Pledged Collateral. Debtor shall (and shall cause each Subsidiary),
at its expense, do, make, procure and execute and deliver all acts, things, writings and assurances as Lender may at any time reasonably
request to protect, assure or enforce its rights, interests and remedies created by, provided in or emanating from this Agreement.
Debtor authorizes Lender to file financing statements covering the Pledged Collateral and containing such legends as Lender shall
deem reasonably necessary or customary in secured lending in the jurisdictions in which the Ownership Interests reside or are deemed
to reside in order to protect Lender’s security interest in the Pledged Collateral. Debtor agrees, subject to the terms of
the Loan Agreement, to pay all taxes, fees and costs (including reasonable attorneys’ fees) paid or incurred by Lender in
connection with the preparation, filing or recordation thereof. Debtor shall not file any amendments, correction statements or
termination statements concerning the Pledged Collateral without the prior written consent of Lender.


 






    3


     


    

 


7. Continued
Possession of Collateral. To the extent that Lender has possession of the Pledged Interests, Lender shall hold possession of
the Pledged Interests so long as any of the Obligations are outstanding (other than inchoate indemnification obligations). Upon
the payment in full in cash and the performance of all of the Obligations (other than inchoate indemnification obligations), Lender
shall release any remaining Pledged Interests to Debtor. Promptly after payment (or other performance) in full of the Obligations
(other than inchoate indemnification obligations), Lender shall (at its option), at Debtor’s expense, either (a) terminate
or send Debtor or its designee appropriate authority to terminate any financing statements filed in favor of Lender or other governmental
registrations with respect to the Pledged Collateral, or (b) authorize Debtor or its designee to terminate any such financing statements
or governmental registrations. To the extent that Lender has possession of the Pledged Interests, upon the payment (or other performance)
in full of the Obligations (other than inchoate indemnification obligations), Lender shall deliver to Debtor or its designee the
Pledged Interests.


 


8. Covenants.



 


(a) Debtor.
Debtor agrees that, so long as this Agreement is in effect, Debtor will not, without Lender’s prior written consent or
as otherwise expressly permitted by the Loan Agreement, withdraw, sell, assign, transfer, pledge or otherwise encumber the Pledged
Collateral or any part thereof. If Debtor at any time becomes entitled to receive any shares or other property (other than cash)
as additions to, in substitution of or in exchange for any of the Pledged Collateral, Debtor shall accept the same as Lender’s
agent, shall promptly notify Lender and upon request of Lender deliver the same to Lender (or the Custodian, as appropriate) in
the exact form received, with all necessary transfer instruments or stock powers, to be held as further security for the Obligations;
provided that so long as no Event of Default has occurred and is continuing, Debtor shall be entitled to receive and retain any
and all cash distributions and dividends and other cash otherwise received with respect to, or otherwise in connection with, the
Pledged Collateral. Debtor shall procure and use its best commercial efforts in assisting Lender to secure the approval of the
Reserve Bank of India (to the satisfaction of Lender) for giving effect to the pledge created under this Agreement.


 


(b) Subsidiary.
While any Obligations remain outstanding and unperformed, Subsidiary: (i) shall comply with the provisions of the Loan Documents
and shall take no action which is inconsistent with the provisions of the Loan Documents; (ii) shall not, without the prior written
approval of Lender, permit the transfer or otherwise disposal of any shares or securities that are pledged and/or undertaken to
not be disposed or encumbered under the finance documents, or any legal or beneficial interest in relation thereto; (iii) shall
permit Lender to freely transfer the pledged shares pursuant to any enforcement by Lender in accordance with the terms of the Loan
Documents, and the Board of Directors of Subsidiary shall register any transfer of pledged securities effected as a result of the
enforcement of any of the rights of Lenders in accordance with the terms of this Agreement and the Deed of Undertaking; (iv) shall
not borrow any monies prior to procuring Lender’s consent; (v) shall not issue any equity or any securities or other instruments
that are convertible into equity, unless such equity or convertible securities or instruments are issued to the holders of the
Pledged Interests and all indicia of such equity (such as share certificates) are delivered to Lender as custodian and otherwise
pursuant to the Loan Documents, and Subsidiary shall reflect the interest of Lender in its books and records pertaining to such
securities; (vi) except as otherwise approved by Lender in writing, Subsidiary shall not amend or modify its articles in any manner
which would be inconsistent with the provisions of any of the Loan Documents or which will result in a change of ownership or change
of control of Subsidiary; (vii) except as otherwise approved by Lender in writing Subsidiary shall not make pay or declare any
Dividends except in accordance with the Financing Documents; and (viii) within fifteen (15) Business Days from the Effective Date,
Subsidiary shall amend its Constitutional Documents (including articles of association) in form and substance acceptable to Lender
to reflect the covenants and restrictions set forth in clauses (ii) through (vii), inclusive.


 






    4


     


    

 


9. Care
of Collateral. Debtor shall have all risk of loss of the Pledged Collateral. Lender shall have no liability or duty, absent
gross negligence or intentional misconduct, either before or after the occurrence of an Event of Default, on account of loss of
or damage to, or to collect or enforce any of its rights against, the Pledged Collateral, to collect any income accruing on the
Pledged Collateral, or to preserve rights against other parties. If Lender actually receives any notices requiring action with
respect to Pledged Collateral in Lender’s possession, Lender shall take reasonable steps to forward such notices to Debtor.
Debtor is responsible for responding to notices concerning the Pledged Collateral, voting the Pledged Collateral, and exercising
rights and options, calls and conversions of the Pledged Collateral. Except as aforesaid, Lender’s sole responsibility shall
be to take such action as is reasonably requested by Debtor in writing, however, Lender is not responsible to take any action that,
in Lender’s reasonable judgment, would adversely affect (other than de minimis) the value of the Pledged Collateral as security
for the Obligations. While Lender is not required to take certain actions, if action is needed, in Lender’s reasonable discretion,
to preserve and maintain its lien on the Pledged Collateral, Debtor authorizes Lender to take such actions, but Lender is not obligated
to do so.


 


10. Assignment
of Collateral. In addition to all other rights available to it under applicable laws or otherwise, should Lender assign or
transfer the loans extended to Debtor under the Loan Agreement, Lender shall have the right to assign therewith Lender’s
rights in any of the Pledged Collateral, and, subject to applicable law, any assignee or transferee shall have the rights of Lender
hereunder with respect to the Pledged Collateral so assigned or transferred, and Lender shall be thereafter relieved from all duties
with respect to any such Pledged Collateral to the extent of such assignment or transfer.


 


11. Event
of Default. The occurrence of any one or more of the following events shall constitute an event of default (an “Event
of Default”) under this Agreement: (a) an Event of Default under and as defined in the Loan Agreement shall have occurred;
(b) any amendment to or termination of a financing statement naming Debtor as debtor and Lender as secured party, or any correction
statement with respect thereto, is filed in any jurisdiction by Debtor without the prior consent of Lender prior to the payment
in full in cash and the performance of all of the Obligations (other than inchoate indemnification obligations), if such amendment
or termination or correction statement would, in Lender’s reasonable business judgment, have an adverse effect on Lender
as a secured party with respect to the Pledged Collateral secured thereby, (c) any registration or other recording of Lender’s
security interest, lien or transfer or assignment for security is amended or terminated without Lender’s prior written consent,
prior to the payment in full in cash and the performance of all of the Obligations (other than inchoate indemnification obligations),
if such amendment or termination would, in Lender’s reasonable business judgment, have an adverse effect on Lender as a secured
party with respect to the Collateral secured thereby; or (d) the breach of any material provision of this Agreement by Debtor or
the failure by Debtor or Subsidiary to observe or perform (or the failure of Debtor to procure the performance by Subsidiary) of
any of the material provisions of this Agreement, following written notice thereof (to the extent that Lender would have knowledge
of such breach) and the greater of ten (10) calendar days or the applicable cure period specified in the Loan Agreement in which
to cure such breach or failure; provided, however, that if such failure is reasonably susceptible of cure but cannot by its nature
be cured within such ten (10) day period or cannot, after diligent attempts by Debtor, be cured within such ten (10) calendar day
period, and such default is likely to be cured within a reasonable time, then Debtor shall have an additional period (which shall
not in any case exceed thirty (30) calendar days) to cure such failure; provided, however, that Debtor’s right to such additional
cure periods shall be conditioned upon (i) Debtor having provided Lender prompt notice of such failure, together with details as
to the steps taken and proposed to be taken to cure such failure, (ii) Debtor’s undertaking to cure such failure within such
additional cure periods, and (iii) Debtor providing to Lender its factual basis for believing such failure will be cured within
such additional periods, and subject to Debtor’s compliance with the foregoing clauses (i) through (iii), the failure during
such period to cure the default shall not be deemed an Event of Default hereunder.


 






    5


     


    

 


12. Remedies.
Subject to Section 12(g):


 


(a) Upon
the occurrence and during the continuance of an Event of Default hereunder, Lender may, at its option, proceed to enforce this
Agreement and in connection therewith may (i) declare all or any part of the unpaid Loan, together with all accrued and unpaid
interest thereon, to be immediately due and payable, (ii) retain or sell all or any portion of the Pledged Collateral and apply
such Pledged Collateral or the proceeds thereof against the Loan up to the limits expressly provided herein, (iii) exercise any
remedies available to it under the Loan Documents and (iv) otherwise exercise all of the rights and remedies of a secured party
under the Code and under other applicable laws. Without limiting the foregoing, upon the occurrence and during the continuance
of an Event of Default, Lender shall have the right (i) to transfer the whole or any part of the Pledged Collateral into
the name of Lender or its nominee, (ii) to notify any person obligated on any of the Pledged Collateral to make payment directly
to Lender or its nominee of any amounts due or to become due thereon and (iii) to vote the Pledged Collateral.


 


(b) Any
written notice of the sale, disposition or other intended action by Lender with respect to the Pledged Collateral which is sent
by certified mail, return receipt requested or by overnight courier to Debtor at Debtor’s address specified in the introductory
paragraph hereof, or such other address of Debtor as Debtor may from time to time provide in writing to Lender, at least ten (10)
days prior to such sale, disposition or action, shall constitute reasonable notice to Debtor, unless applicable law requires a
longer period. However, this provision shall not be construed to impose any obligation on Lender to notify Debtor of Lender’s
intent to sell, dispose of or take other action with respect to the Pledged Collateral, except to the extent applicable law requires
such notice or notice is otherwise expressly required herein.


 


(c) Debtor
recognizes that Lender may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions
contained in the Securities Act of 1933, as amended, or applicable state or provincial securities laws, but may be compelled to
resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire
all or a part of the Pledged Collateral for their own account, for investment and not with a view to the distribution or resale
thereof. Debtor acknowledges and agrees that any private sale so made may be at prices and on other terms less favorable to the
seller than if such Pledged Collateral were sold at public sale, and that Lender has no obligation to delay the sale of such Pledged
Collateral for the period of time necessary to permit registration of such Pledged Collateral for public sale under any securities
laws. Debtor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a
commercially reasonable manner. If any consent, approval or authorization of any federal, state, provincial, municipal or other
governmental department, agency or authority should be necessary to effect any sale or other disposition of the Pledged Collateral,
or any partial sale or other disposition of the Pledged Collateral, Debtor will execute all such applications and other instruments
as may be required in connection with securing any such consent, approval or authorization, and will otherwise use its best commercial
efforts to secure the same.


 






    6


     


    

 


(d) All
costs and expenses, including, without limitation, attorneys’ fees and expenses, incurred by or on behalf of Lender in connection
with the taking, holding, preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of the
Pledged Collateral, and when overdue and representing an Event of Default, at the election of Lender in its sole discretion, together
with interest thereon at a per annum rate of interest which is equal to the then highest rate of interest charged on the Obligations
during an Event of Default under the Loan Agreement from the earlier of the date paid or demanded until repaid in full (the “Liquidation
Costs”), shall be paid by Debtor to Lender on demand and shall constitute and become a part of the Obligations secured
hereby. Any retained Pledged Collateral and any proceeds of sale or other disposition of the Pledged Collateral (up to the limits
expressly set forth above) will be applied by Lender to the payment of the Liquidation Costs, and the balance of such proceeds
(if any) will be applied by Lender toward the payment of the Obligations (whether then due or not) in such order and manner of
application as Lender may from time to time in its sole discretion determine. Except as may be otherwise specifically provided
in this Agreement, all Pledged Collateral and proceeds of Pledged Collateral coming into Lender’s possession may be applied
by Lender to any of the Obligations, whether matured or unmatured, as Lender shall determine in its sole discretion. Lender may
defer the application of non-cash proceeds of Pledged Collateral to the Obligations until cash proceeds are actually received by
Lender.


 


(e) Each
right, power and remedy of Lender as provided for in this Agreement, now or hereafter existing at law or in equity or by statute
or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for in
this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the
exercise by Lender of any one or more such rights, powers or remedies shall not preclude the simultaneous or later exercise by
Lender of any or all such other rights, powers or remedies.


 


(f) No
failure or delay by Lender to insist upon the strict performance of any term, condition, covenant or agreement of this Agreement,
or to exercise any right, power or remedy consequent upon a breach thereof, shall constitute or be deemed to constitute a waiver
of any such term, condition, covenant or agreement or of any such breach, or preclude Lender from exercising any such right, power
or remedy at any later time or times.


 


(g) The
rights of Lender to exercise remedies hereunder with respect to Subsidiary that would, under the laws of India, constitute a “transfer”
of the Ownership Interests of Debtor in Subsidiary shall not be exercised by Lender until such time as it has received the registration
or approval of the transfer (for security) of such Ownership Interests from the Reserve Bank of India; provided, however, the custody
of the share certificates representing such Ownership Interests with Lender is not intended by the parties to effect a transfer
of such Ownership Interests.


 


13. Voting
Rights. Unless an Event of Default has occurred and is continuing, Debtor shall be permitted to exercise all voting and shareholder
rights with respect to the Pledged Interests; provided, however, that no vote shall be cast or shareholder right exercised or other
action taken which, in Lender’s reasonable judgment, would be reasonably likely to impair the Pledged Collateral or which
would be inconsistent with or result in any violation of any provision of the Loan Documents, including, without limitation, dissolution.
Lender shall reasonably cooperate with Debtor in helping Debtor exercise its voting and shareholder rights with respect to the
Pledged Interests consistent with this Section 13; provided, however, that such cooperation by Lender (or any lack thereof) shall
have no impact on the limitations on Lender’s obligations established by Section 4 above. In support of the conditionally-exercisable
voting rights granted to Lender hereunder, as permitted and customary under Applicable Law, Debtor hereby shall execute and deliver
the Proxies appended hereto as Exhibits C and D.


 






    7


     


    

 


14. Debtor
Waivers. To the extent not prohibited by applicable law, Debtor waives any right to require Lender to (a) proceed against Subsidiary,
any guarantor or any other person; (b) proceed against or exhaust any security held from Subsidiary, if any; (c) marshal any assets
of Subsidiary; or (d) pursue any other remedy in Lender's power whatsoever. Following the occurrence and during the continuance
of an Event of Default, Lender may, at its election, exercise, decline or fail to exercise any right or remedy it may have against
Subsidiary or any security held by Lender, including without limitation the right to foreclose upon any such security by judicial
or no judicial sale, without affecting or impairing in any way the liability of Debtor hereunder. To the extent not prohibited
by applicable law, Debtor waives (i) any defense arising by reason of any disability or other defense of Subsidiary or by reason
of the cessation from any cause whatsoever of the liability of Subsidiary, (ii) any setoff, defense or counterclaim that Subsidiary
may have against Lender, (iii) until payment in full of the Obligations, any right of subrogation or reimbursement, contribution
or other rights against Subsidiary, and Debtor waives any right to enforce any remedy that Lender now has or may hereafter have
against Subsidiary, (iv) any defense arising out of the absence, impairment or loss of any right of reimbursement or subrogation
or any other rights against Subsidiary, and (v) all presentment, demand for performance, notice of nonperformance, protest, notice
of protest, notice of dishonor, notice of acceptance of this Agreement, notice of any default, notice of payment and nonpayment
whenever occurring, notice of release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel
paper, and guarantees at any time held by Lender on which Debtor may in any way be liable, and notice of the existence, creation,
or incurring of new or additional indebtedness.


 


15. Power
of Attorney. Debtor hereby grants Lender an irrevocable power of attorney, coupled with an interest, with full power of substitution
and full power and authority to: (i) prepare, execute and deliver on behalf of Debtor any and all such instruments, assignments,
stock or bond powers, financing statements, certificates and other documents as Lender deems reasonably necessary in order to perfect
and protect its interests in the Pledged Collateral, (ii) upon the occurrence and during the continuance of an Event of Default,
execute on behalf of Debtor any and all such instruments, assignments, stock or bond powers, financing statements, certificates
and other documents as Lender deems reasonably necessary in order to perfect and protect its interests in the Pledged Collateral,
(iii) upon the occurrence and during the continuance of an Event of Default, endorse Debtor’s name on requests to other secured
parties of Debtor for accountings, confirmations of collateral and confirmations of statements of account, and (iii) upon the occurrence
and during the continuance of an Event of Default, without any advance notice, but with prompt advice to Debtor, (A) to liquidate
any Pledged Collateral and apply the proceeds thereof directly to the Obligations, (B) to transfer ownership of any Pledged Collateral
to an account designated by Lender and (C) to take such other actions with respect to the Pledged Collateral as Lender, in its
sole discretion, shall deem necessary or appropriate in order to protect its interest in the Pledged Collateral. This power of
attorney is made pursuant to this Agreement, is coupled with an interest and may not be revoked or cancelled before all of the
Obligations have been paid or otherwise satisfied (other than inchoate indemnification obligations).


 


16. Insolvency
of Debtor. If Debtor becomes insolvent or is adjudicated bankrupt or files a petition for reorganization, arrangement, composition
or similar relief or is the subject of any other Insolvency Proceeding (as defined in the Loan Agreement) under any present or
future provision of the United States Bankruptcy Code, the Hong Kong Legal Requirements relating to insolvency (including but not
limited to Companies Ordinance (Cap 32), the Companies (Winding Up) Rules (Cap 32H) and the Bankruptcy Ordinance (Cap 6) or equivalent
Legal Requirements in any other jurisdiction, or if such a petition is filed involuntarily against any Debtor, and in any such
proceeding part or all of any Indebtedness or Obligations under the Loan Agreement are terminated or rejected or any obligation
of Debtor is modified or abrogated, or if Debtor's Obligations are otherwise avoided for insolvency, bankruptcy or any similar
reason, Debtor irrevocably agrees that its liability hereunder shall not thereby be affected or modified and such liability shall
continue in full force and effect as if no such action or proceeding had occurred. This Agreement shall continue to be effective
or be reinstated, as the case may be, if any payment on the Obligations is required to be returned by Lender upon the insolvency,
bankruptcy or reorganization of Debtor, or otherwise, as though such payment had not been made.


 






    8


     


    

 


17. Governing
Law; Venue; Service. This Agreement and all acts and transactions hereunder and all rights and obligations of Lender and Debtor
shall be governed by the laws of the State of California, provided that Debtor and Subsidiary obligations hereunder may be perfected
under the laws of the jurisdiction of Debtor and Subsidiary. As a material part of the consideration to Lender to enter into this
Agreement, Debtor (i) agrees that all actions and proceedings relating directly or indirectly to this Agreement shall, at Lender's
option, be litigated in courts located within California, and that the exclusive venue therefor shall be Santa Clara County; (ii)
consents to the jurisdiction and venue of any such court and consents to service of process in any such action or proceeding by
personal delivery or any other method permitted by law; (iii) irrevocably agrees that service upon it at its principal business
address as specified in the Loan Agreement shall constitute valid and effective service upon Debtor and Subsidiary for all matters
arising out of this Agreement; and (iv) waives any and all rights Debtor may have to object to the jurisdiction of any such court,
or to transfer or change the venue of any such action or proceeding. Without limiting the foregoing, certain Loan Documents creating
Lender security interests and Lender’s perfection and/or registration of the same may specify a governing law other than
California law and may specify a jurisdiction for enforcement of security interests or other actions in connection with such other
Loan Documents. In such cases, the terms of such other Loan Documents shall be construed as supplemental to the terms of this Section
and Lender rights thereunder may be exercised on the terms set forth in such other Loan Documents.


 


18.  Further
Assurances. Subsidiary acknowledges the pledge of its Ownership Interests contemplated in this Agreement and Debtor shall,
and shall direct Subsidiary to, promptly execute and cause to be delivered to Lender such instruments and other documents, and
shall take such other lawful actions, as Lender may reasonably request for the purpose of ensuring that the pledge of Subsidiary
Ownership Interests set forth herein are compliant with the laws of the jurisdictions applicable to Subsidiary.


 


19. Miscellaneous.
Neither this Agreement nor any term, condition, covenant, or agreement herein may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination
is sought. This Agreement shall be binding upon the heirs, personal representatives, successors and assigns of Debtor and shall
inure to the benefit of the successors and assigns of Lender. As used herein the singular number shall include the plural, the
plural the singular, and the use of the masculine, feminine or neuter gender shall include all genders as the context may require,
and the term “person” shall include an individual, a corporation, an association, a partnership, a trust, a limited
liability company, an organization, a government or political subdivision thereof and a governmental agency. Unless varied by this
Agreement, all terms used herein which are defined by the Code shall have the same meanings hereunder as assigned to them by the
Code, as in effect on the Effective Date. The Loan is not a “consumer transaction” as defined in the Code and none
of the Collateral was or will be purchased primarily for personal, family or household purposes. References to “Debtor”
herein mean “each Debtor”. Except to the extent otherwise expressly specified in this Agreement, capitalized terms
used but not defined herein have their meanings as set forth in the Loan Agreement.


 






    9


     


    

 


20. Integration.
This Agreement and the other Loan Documents (as defined in the Loan Agreement) are the final, entire and complete agreement
between Debtor and Lender with respect to the Pledged Interests and supersede all prior and contemporaneous negotiations and oral
representations and agreements, all of which are merged and integrated in this Agreement.


 


21. MUTUAL
JURY TRIAL WAIVER. DEBTOR AND Lender EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING
OUT OF, OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN Lender AND DEBTOR,
OR ANY CONDUCT, ACTS OR OMISSIONS OF Lender OR DEBTOR OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY
OTHER PERSONS AFFILIATED WITH Lender OR DEBTOR, IN ALL OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.
WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO
WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties
hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference
to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County,
California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable
provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury,
in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall
be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1,
inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering
temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall
be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of
any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial
reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding
before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable
to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be
before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may
enforce all discovery rules and order applicable to judicial proceedings in the same manner as a trial court judge. The parties
agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether
of fact or of law, and shall report a statement of decision thereon pursuant to the California Code of Civil Procedure § 644(a).
Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral,
or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation,
and enforceability of this paragraph.


 


IN WITNESS WHEREOF,
the undersigned have caused this Pledge Agreement to be duly executed and delivered as a Deed (as applicable) by their authorized
representative(s) as of the Effective Date.


 


[SIGNATURE
PAGE FOLLOWS]


 






    10


     


    

 





	
        HK
debtor:

        Executed
        and Delivered as a Deed by     )

        Borqs
Hong Kong Limited                            )

        Acting
        by:

         

        /s/ Pat Sek
        Yuen Chan                           

        Name:
        Pat Sek Yuen
Chan

        Title:
        Sole Director

         

        in
        the presence of :

         

        /s/ Anthony
        Chan                                 

        Witness
        name: Anthony Chan

        Witness
        occupation:

         

        Cayman
        Debtor:

         

        Executed
        and Delivered as a Deed by         ) 

        BORQS
        International Holding Corp          )

         

        Acting
        by:

         

        /s/ Anthony
        Chan                                 

         

        Name: Pat Sek Yuen
Chan

         

        Title:
Sole Director

         

        in
        the presence of :

         

        /s/ Anthony
        Chan                                   

        Witness
        name: Anthony Chan

        Witness
        occupation: CFO
	
        Lender:

        PARTNERS
        FOR GROWTH V, L.P.

         

        By /s/ Geoffrey
        Allan                                      

         

        Name: Geoffrey Allan

         

        Title: Manager,
        Partners for Growth V, LLC

        Its General Partner

	
         

        ACKNOWLEDGED
        BY:

        Subsidiary:

         

        Borqs Software Solutions
        Private Limited

         

         

         

        /s/ Pat Sek Yuen Chan                           

        Director

        Name: Pat Sek Yuen
Chan

         

        __________________________

        Director 

        Name:
        _______________________
	 


 


 





Signature Page to Share Pledge Agreement
(BORQS India)


 






     


     


    

 





EXHIBIT A


 


PLEDGED INTERESTS




 


The Pledged Interests
consist of all of Debtor’s right, title and interest in and to the following whether owned now or hereafter arising and whether
the Debtor has rights now or hereafter has rights therein and wherever located:


 


All Ownership Interests (as defined in the Agreement) in the
Pledged Collateral, including those identified as:


 


With respect to HK Debtor, Certificate No. ______________ for
one (1) share, and


 


With respect to Cayman Debtor, Certificate No. _______________
for Nine Thousand Nine Hundred Ninety-Nine (9,999) shares, and


 


all of Pledgor's books relating to the foregoing and any and
all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds thereof.


 





Exhibit A to BORQS (India Subsidiary)
Share Pledge Agreement


 






    A-1


     


    

 





EXHIBIT B


 


IRREVOCABLE STOCK POWER


 


FOR VALUE RECEIVED,
the undersigned (“Debtor”) does hereby sell, assign and transfer to ______________________________________________
all of its Ownership Interests (as defined in the Share Pledge Agreement to which this Irrevocable Stock Power is exhibited), which
are, as of the date of this Irrevocable Stock Power, represented by share certificate No. _______________for [one (1)] share in
Borqs Software Solutions Private Limited, a company formed under the laws of India, standing in the name of Debtor on the books
of said Person. The undersigned does hereby irrevocably constitute and appoint ________________________, attorney, to transfer
said Ownership Interests in such Person on the books of said Person, with full power of substitution of the premises. Said power
of attorney shall not effect a transfer of the specified Ownership Interests until such time as the Reserve Bank of India has approved
and/or registered the transfer (for security) of such Ownership Interests.


 


____________ __, 2019


 





	 	Debtor:	 
	 	 	 
	 	EXECUTED AND DELIVERED AS A DEED BY	)        
	 	BORQS HONG KONG LIMITED   	)
	 	ACTING BY:	 
	 	 



 


	 	 
	 	_________________________________
	 	 
	 	NAME: _______________________
	 	 
	 	TITLE: SOLE DIRECTOR
	 	 
	 	IN THE PRESENCE OF :
	 	 
	 	________________
	 	 
	 	WITNESS NAME: ________________________
	 	 
	 	WITNESS OCCUPATION: _________________


 






    B-1


     


    

  





EXHIBIT B


 


IRREVOCABLE STOCK POWER


 


FOR VALUE RECEIVED,
the undersigned (“Debtor”) does hereby sell, assign and transfer to ______________________________________________
all of its Ownership Interests (as defined in the Share Pledge Agreement to which this Irrevocable Stock Power is exhibited), which
are, as of the date of this Irrevocable Stock Power, represented by share certificate No. _______________for [one (1)] share in
Borqs Software Solutions Private Limited, a company formed under the laws of India, standing in the name of Debtor on the books
of said Person. The undersigned does hereby irrevocably constitute and appoint ________________________, attorney, to transfer
said Ownership Interests in such Person on the books of said Person, with full power of substitution of the premises. Said power
of attorney shall not effect a transfer of the specified Ownership Interests until such time as the Reserve Bank of India has approved
and/or registered the transfer (for security) of such Ownership Interests.


 


______________ __, 2019


 





	 	Debtor:	 
	 	 	 
	 	EXECUTED AND DELIVERED AS A DEED BY	)
	 	BORQS INTERNATIONAL HOLDING CORP	)
	 	ACTING BY:
	 	 
	 	 
	 	_________________________________
	 	 
	 	NAME: _______________________
	 	TITLE: SOLE DIRECTOR
	 	 
	 	IN THE PRESENCE OF :
	 	 
	 	________________
	 	 
	 	WITNESS NAME: ________________________
	 	 
	 	WITNESS OCCUPATION: _________________


 






    B-2


     


    

 





EXHIBIT C


 


IRREVOCABLE PROXY







 


The undersigned
(“Grantor”), the holder of Ownership Interests (as hereinafter defined) in its subsidiary specified below (“Subsidiary”),
hereby irrevocably appoints Partners for Growth V, L.P., a Delaware limited partnership (“Lender”), as its agent,
to vote all such Ownership Interests (as defined in the Share Pledge Agreement to which this Proxy is exhibited on the books of
Subsidiary as of the Effective Date (and as of any future date if additional Ownership Interests are held by Grantor), at all meetings
of equity holders and adjournments thereof, and in all written consents of equity holders, with respect to all matters that are
or are required to be submitted to equity holders for approval. The foregoing appointment of Lender as its agent shall continue
from the date of this Proxy until such time as all Obligations (other than inchoate indemnity obligations) under that certain Loan
and Security Agreement between the undersigned and Lender (the “Loan Agreement”) have been paid and performed.
Lender shall have all the power the undersigned possesses as an equity holder in each Subsidiary. The undersigned hereby ratifies
and confirms all acts Lender may do or cause to be done by virtue of this Proxy. The rights granted under this Irrevocably Proxy
shall be exercised by Lender only upon the occurrence of an Event of Default under the Loan Agreement that is continuing.


 


The undersigned hereby
revokes all previous proxies given by the undersigned with respect to such Ownership Interests in Subsidiary. The undersigned hereby
waives all right to cancel this Proxy at any time during the period set forth above. This Proxy is coupled with an interest.


 


Subsidiary:
Borqs Software Solutions Private Limited, a company formed under the laws of India


 


In witness whereof, the undersigned has executed
this Proxy as of _____________ __, 2019.


 





	 	Grantor:	 
	 	 	 
	 	EXECUTED AND DELIVERED AS A DEED BY	 )
	 	BORQS HONG KONG LIMITED	)
	 	ACTING BY:
	 	 
	 	 
	 	_________________________________
	 	 
	 	NAME: _______________________
	 	TITLE: SOLE DIRECTOR
	 	 
	 	IN THE PRESENCE OF :
	 	 
	 	________________
	 	 
	 	WITNESS NAME: ________________________
	 	 
	 	WITNESS OCCUPATION: _________________


 






    C-1


     


    

 





EXHIBIT C


 


IRREVOCABLE PROXY


 


The undersigned
(“Grantor”), the holder of Ownership Interests (as hereinafter defined) in its subsidiary specified below (“Subsidiary”),
hereby irrevocably appoints Partners for Growth V, L.P., a Delaware limited partnership (“Lender”), as its
agent, to vote all such Ownership Interests (as defined in the Share Pledge Agreement to which this Proxy is exhibited on the
books of Subsidiary as of the Effective Date (and as of any future date if additional Ownership Interests are held by Grantor),
at all meetings of equity holders and adjournments thereof, and in all written consents of equity holders, with respect to all
matters that are or are required to be submitted to equity holders for approval. The foregoing appointment of Lender as its agent
shall continue from the date of this Proxy until such time as all Obligations (other than inchoate indemnity obligations) under
that certain Loan and Security Agreement between the undersigned and Lender (the “Loan Agreement”) have been
paid and performed. Lender shall have all the power the undersigned possesses as an equity holder in each Subsidiary. The undersigned
hereby ratifies and confirms all acts Lender may do or cause to be done by virtue of this Proxy. The rights granted under this
Irrevocably Proxy shall be exercised by Lender only upon the occurrence of an Event of Default under the Loan Agreement that is
continuing.


 


The undersigned hereby
revokes all previous proxies given by the undersigned with respect to such Ownership Interests in Subsidiary. The undersigned hereby
waives all right to cancel this Proxy at any time during the period set forth above. This Proxy is coupled with an interest.


 


Subsidiary:
Borqs Software Solutions Private Limited, a company formed under the laws of India


 


In witness whereof, the undersigned has
executed this Proxy as of ____________ __, 2019.


 





	 	Grantor:	 
	 	 	 
	 	EXECUTED AND DELIVERED AS A DEED BY	 )
	 	BORQS INTERNATIONAL HOLDING CORP	)
	 	ACTING BY:
	 	 
	 	_________________________________
	 	 
	 	NAME: _______________________
	 	 
	 	TITLE: SOLE DIRECTOR
	 	 
	 	IN THE PRESENCE OF :
	 	 
	 	________________
	 	 
	 	WITNESS NAME: ________________________
	 	 
	 	WITNESS OCCUPATION: _________________


 






    C-2


     


    

 


EXHIBIT D


 


Form MGT-11 Proxy – Borqs International
Holding Corp


 


Attached.





 



    D-1


     


    

 


EXHIBIT D


 


Form MGT-11 Proxy – Borqs Hong
Kong Limited


 


Attached.


 


 


 


D-2