Exhibit 10.16


 


	
        Date: March 8, 2019

         

        

        

        BORQS Technologies (HK)
        Limited

        as Guarantor

        Partners for Growth V, L.P.

        as Lender

         

	
        DEED OF GUARANTEE AND INDEMNITY

         

        







 



    


     


    




 


THIS GUARANTEE (this “Guarantee”)
is made as a deed this March 8, 2019


 


BETWEEN:


 


		(1)	BORQS Technologies (HK) Limited, a private company limited by shares duly incorporated
                                                           and validly existing under the laws of Hong Kong with registration number 2688549 and registered address at Office B, 21/F.,
                                                           Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon (the “Guarantor”); an



 


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



 


IT IS AGREED as follows:


 


		1.	Definitions and Interpretation



 


		1.1.	Definitions



 


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


 





	“Encumbrance”	 	means any mortgage, charge, pledge, lien (otherwise than arising by statute or operation of law) or other encumbrance, priority or security interest, deferred purchase, title retention, leasing, sale-and-repurchase, sale-and-leaseback arrangement whatsoever over or in any property, assets or rights or interest of whatsoever nature or any agreement for any of the same; 
	 	 	 
	“Guaranteed Obligations”	 	means all present and future obligations and liabilities of the Obligors to the Lender under the Loan Agreement and the other Loan Documents, whether actual or contingent and whether owed or incurred alone or jointly and/or severally with another and as principal or as surety or in any other capacity or of any nature; and
	 	 	 
	“Loan Agreement”	 	means the California law Amended and Restated
    Loan and Security Agreement originally dated 30 April 2018 as amended on 17 December 2018 and as amended and restated on or
    about the date hereof between the Lender as lender, the Guarantor and BORQS Hong Kong Limited as borrowers and BORQS
    Technologies, Inc. and BORQS International Holding Corp as guarantors.










 






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		1.2.	Construction



 


Any
reference in this Guarantee to:


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		1.3.	Third Party Rights



 


Apart
from a permitted assignee of the Lender pursuant to Clause 15.1, a person who is not a party to this Guarantee has no rights under
the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the laws of Hong Kong) to enforce or enjoy the benefit of any term
of this Guarantee.


 


		2.	Guarantee



 


In consideration of the Lender
agreeing to enter into the Loan Agreement and making available loans or other banking facilities, or giving time, credit or accommodation
to the Obligors, the Guarantor hereby irrevocably, unconditionally and absolutely:


 


		(a)	guarantees to the Lender punctual payment and performance of the Guaranteed Obligations; and



 


		(b)	undertakes that the Guarantor will on demand make good any default by any Obligor in the payment
or discharge of the Guaranteed Obligations as if the Guarantor instead of the Obligor were expressed to be the primary obligor
in respect of the Guaranteed Obligations.



 






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		3.	Indemnity



 


For the same consideration, the
Guarantor agrees as a primary obligor to indemnify the Lender immediately on demand against any loss, cost or liability suffered
by the Lender if any Guaranteed Obligations or any actual or purported agreement, arrangement or instruction relating to any Guaranteed
Obligations is or becomes invalid, unenforceable or illegal, irrespective of whether the reason for such invalidity, unenforceability
or illegality was or ought to have been known to the Lender. The amount of such loss shall be the amount which the Lender would
otherwise have been entitled to recover from the Obligors.


 


		4.	Representations and Warranties



 


The Guarantor makes the representations
and warranties set out in this Clause 4 (Representations and Warranties) to the Lender.


 


		4.1.	Status



 


The Guarantor is a company, duly
incorporated, and validly existing under the laws of its jurisdiction of incorporation and has the power to carry on its business
as it is now being conducted and to own property and other assets and is in good standing.


 


		4.2.	Powers, Authority and Non-Conflict



 


The execution, delivery and performance
of this Guarantee is within the corporate powers of the Guarantor, has been duly authorised by all necessary corporate and other
action and does not and will not conflict with (a) any law or regulation applicable to it; (b) any constitutional documents of
the Guarantor; or (c) any agreement or instrument binding on the Guarantor.


 


		4.3.	Legal Validity



 


The obligations and liabilities
expressed to be assumed by the Guarantor under this Guarantee are legal, valid, binding and enforceable obligations of the Guarantor
(subject to applicable equitable principles and insolvency laws) and it is not necessary in order to ensure the legality, validity
and enforceability of this Guarantee that it be filed, recorded or enrolled with any court or authority anywhere or that any stamp
duty, registration or similar tax be paid on or in relation to it.


 


		4.4.	Authorisations



 


All authorisations, consents,
approvals, resolutions, licences, exemptions, filings or registrations required under any applicable law or regulation (a) to enable
it lawfully to carry on its business and to enter into, exercise its rights and comply with its obligations in this Guarantee,
and (b) to make this Guarantee admissible in evidence in its jurisdiction of incorporation have been obtained or effected and are
in full force and effect.


 






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		4.5.	Choice of Law



 


The choice of the law of Hong
Kong as the governing law of this Guarantee will be recognised and enforced in its jurisdiction of incorporation.


 


		4.6.	No litigation



 


No litigation, arbitration or
administrative proceeding is current, pending or (to the knowledge of the Guarantor) threatened against the Guarantor:


 


		(a)	to restrain the entry into by the Guarantor of, the exercise by the Guarantor of its rights and/or
performance or enforcement of or compliance with its obligations under this Guarantee; or



 


		(b)	which has or could have a material adverse effect on or on the financial condition of the Guarantor
or the ability of the Guarantor to make any payment when due or to perform any of its other obligations in accordance with this
Guarantee.



 


		4.7.	Security and Ranking



 


Save for any Permitted Liens,
no Encumbrance exists over any of the undertaking or the present or future revenues or assets of the Guarantor and the obligations
of the Guarantor under this Guarantee are or will be its direct, general and unconditional obligations and rank or will rank at
least pari passu in all respects with all its other present and future unsecured and unsubordinated indebtedness and obligations
(including contingent obligations), with the exception of indebtedness and obligations mandatorily preferred by law and not by
contract.


 


		4.8.	Time when representations and warranties are made



 


The Guarantor represents, warrants
and agrees that each of the representations and warranties contained in this Clause 4 will be and remain correct so long as it
has any liability (contingent or actual) under this Guarantee.


 


		5.	Continuing Guarantee



 


This Guarantee is a continuing
guarantee for all the Guaranteed Obligations and will extend to the ultimate balance of the Guaranteed Obligations, regardless
of any intermediate discharge or payment of or on account of the Guaranteed Obligations or any intermediate settlement of accounts
between the Lender and any Obligor or any other person. No demand made by the Lender under this Guarantee shall restrict the right
of the Lender to make further or other demands.


 


		6.	Interest



 


The
Guarantor shall on demand pay to the Lender interest at the Default Rate on any amount for the time being due from the Guarantor
to the Lender under this Guarantee (both before and after judgement) from the date of a demand for payment under this Guarantee
until actual payment in full.


 






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		7.	Opening of New Accounts



 


If for any reason this Guarantee
ceases to be a continuing security, the Lender may open a new account for each Obligor. If the Lender does not open a new account,
it shall nevertheless be treated as if it had done so at the time this Guarantee ceased to be a continuing security. As from that
time all payments made to the Lender will be credited or treated as having been credited to the new account and will not operate
to reduce the obligations of the Guarantor under this Guarantee.


 


		8.	Waiver of Defences



 


The liability of the Guarantor
under this Guarantee shall not be reduced, discharged or otherwise adversely affected by any of the events or circumstances set
out in this Clause 8 (Waiver of Defences).


 


		8.1.	Variations



 


Any determination, renewal, variation
(however fundamental), replacement, discharge, release or increase of, or composition or arrangement by the Lender relating to,
any credit or facilities to the Obligors or of or relating to the Guaranteed Obligations.


 


		8.2.	Time or Indulgence



 


The grant by the Lender to any
Obligor or any other person of any time, waiver, consent or indulgence.


 


		8.3.	Dealings with Security



 


Any taking, dealing, exchange,
renewal, variation, release, compromise, discharge, composition, arrangement or modification in relation to any guarantee, security
or right which the Lender may now or after the date of this Guarantee have in respect of the Guaranteed Obligations.


 


		8.4.	Negotiable Instruments



 


The renewal by the Lender of
any bill, promissory note or other negotiable instrument or security.


 


		8.5.	Other Guarantees or Security



 


The Lender obtaining or refusing,
neglecting or otherwise failing to obtain, perfect, enforce or claim any other guarantee, security or right (whether contemporaneously
with this Guarantee or otherwise) or any non-presentation or non-observance of any formality or other requirement in respect of
any instrument or any failure to realise the full value of any security.


 


		8.6.	Incapacity



 


Any incapacity or lack of power,
authority or legal personality of or dissolution or change in the members or status of the Obligor or any other person.


 






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		8.7.	Unenforceability



 


Any unenforceability, illegality,
invalidity or non-provability of any obligation of the Obligor or any person under any document, agreement or security.


 


		8.8.	Insolvency



 


Any liquidation, composition,
insolvency, administration, bankruptcy, death or other incapacity, or any alteration in the corporate existence or structure, of
any of the Obligors, the Guarantor or any other person.


 


		8.9.	Other Circumstances



 


Any other act, omission, matter
or thing which, but for this provision, would or might reduce, discharge or otherwise adversely affect the obligations of the Guarantor
under this Guarantee.


 


		9.	Reinstatement



 


If any payment by any Obligor
or any other person or any discharge given by the Lender (whether in respect of the Guaranteed Obligations or any security for
those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:


 


		(a)	the liability of the Guarantor shall continue as if the payment, discharge, avoidance or reduction
had not occurred; and



 


		(b)	the Lender shall be entitled to recover the value or amount of that security or payment from the
Guarantor, as if the payment, discharge, avoidance or reduction had not occurred.



 


		10.	Deferral of Guarantor’s Rights



 


		10.1.	Restriction on Rights or Claims



 


Until all of the Guaranteed Obligations
have been irrevocably paid or discharged in full, the Guarantor will not, unless the Lender otherwise directs:


 


		(a)	make or enforce any claim (including, but not limited to, a claim by way of set-off or counterclaim)
or right against any Obligor or prove as a creditor of any Obligor in competition with the Lender, whether in respect of any payment
under this Guarantee made by the Guarantor or otherwise; or



 


		(b)	be entitled to claim or have the benefit of, any set-off, counterclaim or proof against, or dividend
paid on a winding-up or administration of or composition with creditors by any Obligor or any Obligor’s estate; or



 






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		(c)	be entitled to claim or otherwise obtain the benefit (by way of subrogation or otherwise) of any
security or guarantee or indemnity at any time held by the Lender for or in respect of any of the Guaranteed Obligations; or



 


		(d)	claim or enforce any right of contribution against any co-surety.



 


		10.2.	Proof at the Lender’s Request



 


If requested by the Lender the
Guarantor shall:


 


		(a)	exercise any right of proof or claim in the winding-up, administration, voluntary arrangement,
bankruptcy or estate of any Obligor on behalf of the Lender and hold any dividend or other money received in respect of such proof
or claim upon trust for the Lender to the extent of the Guaranteed Obligations; and



 


		(b)	hold upon trust for the Lender any money which it may receive or recover from any co-surety by
virtue of any rights of contribution.



 


		10.3.	Monies held on Trust



 


If while the Guarantor remains
under any liability to the Lender under this Guarantee, any monies or other property or assets shall be received or recovered by
the Guarantor in breach of any provisions of this Clause 10 (Deferral of Guarantor’s Rights), such monies or other property
or assets shall, to the extent of such liability, be held upon trust to pay or transfer the same to the Lender.


 


		11.	Suspense Account



 


The Lender may at any time place
and keep to the credit of a separate interest bearing suspense account any monies received under this Guarantee for so long and
in such manner as the Lender may determine without any obligation to apply such monies or any part of them in or towards the discharge
of the Guaranteed Obligations. In the event of any proceedings in or analogous to bankruptcy, liquidation, composition or arrangement
of or concerning any Obligor, the Lender may notwithstanding any payment made under this Guarantee prove for a claim and agree
to accept any dividend or composition in respect of the whole or any part of the Guaranteed Obligations as if this Guarantee had
not been given.


 


		12.	Other Means of Payment



 


Lender
may make a demand under this Guarantee:


 


		(a)	before making any demand on any Obligor or any Obligor’s estate or any other person or enforcing
any other guarantee or security for the Guaranteed Obligations; and



 


		(b)	for the payment of the ultimate balance after resorting to other means of payment, or for the balance
due at any time notwithstanding that the Lender has not resorted to other means of payment (in which case the Guarantor shall not
be entitled to any benefit from such other means of payment so long as the Guaranteed Obligations remain outstanding).



 






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		13.	Expenses



 


		13.1.	Costs



 


The Guarantor shall pay to the
Lender on demand all reasonable costs and expenses (including, but not limited to, legal fees) from time to time paid or incurred
by the Lender in connection with taking, perfecting, preserving, defending or enforcing this Guarantee or in exercising any right
or power under or in connection with this Guarantee, and shall indemnify the Lender against all such costs and expenses.


 


		13.2.	Stamp Duty



 


The Guarantor shall pay on demand
all stamp, documentary, registration and other similar duties and taxes of any kind and from any source, if any, to which this
Guarantee may be subject or give rise and shall indemnify the Lender against any and all liability with respect to or resulting
from any delay or failure by the Guarantor in making such payment.


 


		13.3.	Value Added Tax



 


Where this Guarantee requires
the Guarantor to re-imburse the Lender for any costs or expenses the Guarantor shall at the same time pay and indemnify the Lender
against any value added tax (or any tax of a similar nature) incurred by the Lender in respect of the costs and expenses to the
extent that the Lender determines that it is not entitled to credit or repayment of the value added tax (or other tax of a similar
nature).


 


		14.	Miscellaneous



 


		14.1.	Additional Security



 


This Guarantee is in addition
to and is not in any way prejudiced by any bill, note, guarantee, mortgage, charge or other security now or subsequently held by
the Lender for any of the Guaranteed Obligations.


 


		14.2.	No Deduction or Withholding



 


All payments made by the Guarantor
to the Lender under this Guarantee shall (save insofar as required by law to the contrary) be paid in full without set-off or counterclaim
and free and clear of and without any deduction or withholding or payment for or on account of any present or future tax, levy,
duty, impost or other charge or withholding of a similar nature. If the Guarantor shall be required by law to effect any such deduction
or withholding or payment the Guarantor shall immediately pay to the Lender such additional amount as will result in the immediate
receipt by the Lender of the full amount which would otherwise have been received had no such deduction or withholding or payment
been made.


 






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		14.3.	Set-off



 


The Lender may set-off any matured
obligation owed by the Guarantor to the Lender against any obligation (whether or not matured) owed by the Lender to the Guarantor
regardless of the place of payment, or currency of either obligation. If the obligations are in different currencies, the Lender
may convert either obligation at a market rate of exchange for the purpose of the set-off in an amount estimated by it in good
faith to be the amount of that obligation.


 


		14.4.	Waivers; Rights Cumulative



 


No delay or omission of the Lender
in exercising any right, power or privilege (each a “right”) under this Guarantee or otherwise available to
it at law shall impair such right, or be construed as a waiver of such right nor shall any single or partial exercise of any such
right preclude its further exercise or the exercise of any other right. The rights and remedies provided in this Guarantee are
cumulative and not exclusive of any rights or remedies provided by law and may be waived only in writing and specifically.


 


		14.5.	Severability



 


Any provision of this Guarantee
which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions of this Guarantee or affecting the validity or enforceability
of such provision in any other jurisdiction.


 


		14.6.	Certificates and Determinations



 


A certificate or determination
by the Lender of the amount of the Guaranteed Obligations outstanding at any time or of any other amount payable by the Guarantor
under this Guarantee is, in the absence of manifest error, conclusive evidence for all purposes of this Guarantee as against the
Guarantor.


 


		14.7.	Currency Indemnity



 


The
Guarantor’s liability under this Guarantee is to pay to the Lender the full amount of the Guaranteed Obligations in the currency
in which they are for the time being denominated. If, for any reason, any payment due from the Guarantor under or in connection
with this Guarantee is made or is satisfied in a currency (the “Other Currency”)
other than the currency in which the relevant payment is due (the “Contractual Currency”),
then to the extent that the payment (when converted into the Contractual Currency at the rate of exchange on the date of payment
or, in the case of the liquidation or insolvency of the Guarantor, at the rate of exchange on the latest date permitted by applicable
law for the determination of liabilities in such liquidation or insolvency) actually received by the Lender falls short of the
amount expressed to be due under the terms of this Guarantee, the Guarantor shall, as a separate and independent obligation, indemnify
the Lender and hold the Lender harmless against the amount of such shortfall.


 


For
the purpose of this Clause “rate of exchange” means the rate at which the Lender is able on the relevant date to purchase
the Contractual Currency with the Other Currency and shall take into account any premium and other costs of exchange.


 






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		15.	Benefit of this Guarantee



 


		15.1.	Assignment by the Lender



 


The Lender may assign or transfer
all or any part of its rights under this Guarantee in connection with the assignment of its rights and obligations in accordance
with the terms of Section 8.14 (Benefit of Agreement) of the Loan Agreement. The Guarantor shall enter into any documents reasonably
specified by the Lender to be necessary to give effect to such assignment or transfer.


 


		15.2.	No Assignment by the Guarantor



 


The Guarantor may not assign
or transfer all or any part of its rights and/or obligations under this Guarantee.


 


		15.3.	Disclosure of Information



 


The Lender may not disclose such
information about the Guarantor unless such disclosure is made in compliance with Section 8.1 (Confidentiality) of the Loan Agreement.


 


		16.	Notices and Demands



 


		16.1.	Address



 


The Guarantor’s address
and fax number for any notice, demand or other communication under or in connection with this Guarantee are set forth in Section
8.5 (Notices) of the Loan Agreement. Any such notice, demand or other communication shall also be effective if sent to the Guarantor’s
registered office or the address of the Guarantor last known to the Lender.


 


		16.2.	Method and Receipt



 


Any notice, demand or other communication
to be given or made pursuant to this Guarantee to the Guarantor may be given or made in such manner and be deemed delivered at
such time specified under Section 8.5 (Notices) of the Loan Agreement.


 


		16.3.	English language



 


Any notice given under or in
connection with this Guarantee must be in English.


 


		17.	Governing Law



 


		17.1.	This Guarantee shall be governed by and construed in accordance
with the laws of Hong Kong. The parties hereto hereby submit to the non-exclusive jurisdiction of the Hong Kong Courts.



 


		17.2.	The submission of the parties hereto to the jurisdiction of the
Hong Kong Courts shall not restrict the right of the Lender to take proceedings in connection with this Guarantee in any other
courts having, claiming or accepting jurisdiction in respect of matters pertaining to this Guarantee, including but not limited
to the California Courts, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings
in any other jurisdiction whether concurrently or not.



 


		17.3.	The Guarantor hereby irrevocably consents to the granting of
any relief and/or the issue of any process in connection with any legal action or proceedings in connection with this Guarantee,
including the making, enforcement or execution of any judgment or order against any of the property, assets or revenues of the
Guarantor whatsoever.



 


EXECUTED and delivered on the date
stated at the beginning of this document.


 







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	EXECUTED and DELIVERED	)
	as a DEED by BORQS HONG KONG LIMITED	)
	 	 
	Acting by:
    /s/ Chan Sek Yuen Pat	 
	 	 
	Name: Chan Sek Yuen Pat 陳錫源	 
	Title: Director	 
	 	 
	in the presence of :	 
	 	 
	/s/ Anthony Chan                           	 
	Witness
    name: Anthony Chan	 
	Witness occupation: CFO	 
	 	 
	EXECUTED and DELIVERED	 
	as a DEED by PARTNERS FOR GROWTH V, L.P.	)




 








Acting by: /s/ Geoffrey Allan


 





Name: Geoffrey Allan


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





 


in the presence of :


 








/s/ Amy Spencer                                


Witness name: Amy Spencer


Witness Address


Witness occupation: Executive Director



 


 


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