Exhibit 10.8


 


Custody
and Control Agreement


 


This
Custody and Control Agreement (“Agreement”) is entered into as of March 8, 2019 (the “Effective
Date”) among (i) PARTNERS FOR GROWTH V, L.P. (“Secured Party”), whose address is 1751 Tiburon Blvd.,
Tiburon CA 94920, (ii) PFG Managers, LLC, whose address 1751 Tiburon Blvd., Tiburon CA 94920 (“Custodian”),
(iii) each of (A) 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 Pledgor”) and (B) 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 Pledgor” and, collectively with
HK Pledgor, “Pledgor”), and (iv) HK Pledgor’s subsidiary, Borqs Software Solutions Private Limited, a
Private Limited Company formed under the laws of India with 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 connection with a Loan and Security Agreement of even date herewith between Secured Party,
Pledgor and certain of its Affiliates (the “Loan Agreement”), a Share Pledge Agreement (“Share Charge”)
and other Security Documents executed and delivered in connection with the Loan Agreement (such Agreements and other documents,
together with the Loan Agreement and Security Documents, the “Loan Documents”). Defined terms used herein but
not defined have their meanings as set forth in the Loan Documents.


 


RECITALS


 


A. 
Each Pledgor owns certain shares in Subsidiary as identified in
the Share Pledge Agreement, together with such other share ownership as may result from the cancelation and reissue of the charged
securities and acquisition of new Ownership Interests (the “Charged Securities” and the certificates representing
the foregoing, the “Share Certificates”).


 


B. 
The parties anticipate making application to the Reserve Bank
of India for approval of the “transfer” that may be implied under Indian law based on the pledge of the Charged Securities
by Pledgor to Secured Party.


 


C. 
Custodian, in order to effect the intention of the parties in
the Loan Agreement and Share Charge will have dominion and control over the Share Certificates, which (under applicable California
law) Secured Party may perfect its security interest in by possession.


 


D. 
It is intended under the Loan Agreement and Share Charge that
Secured Party have a first-priority security interest and Lien in and to all of Borrower’s assets, including the Charged
Securities.


 


E.  
As a result of the foregoing, Secured Party has conditioned the
transactions contemplated by the Loan Agreement upon Custodian acting as the custodian and agent of Secured Party in respect of
the Share Certificates until the Reserve Bank of India approves the pledge of the Charged Securities to the Secured Party.


 






    


     


    

 


NOW,
THEREFORE, for and in consideration of the covenants and premises set forth herein, and for other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 


1. Custodian
shall hold the Share Certificates in accordance with the terms of the Parent Debenture and upon Secured Party’s instruction.


 


2. Custodian shall hold the Share Certificates as custodian, upon
an informal trust for the benefit of Secured Party, until the earlier of (i) approval of the Reserve Bank of India of the pledge
of the Charged Securities to Secured Party (and Secured Party’s request for custody of the Share Certificates directly)
and (ii) all Obligations (other than inchoate indemnity obligations) being paid and performed in full.


 


3. Custodian shall secure and care for the Share Certificates with
no less care than it would care for negotiable instruments.


 


4. Custodian
is authorized to accept, act upon and rely upon each of the following: (i) all signed, written instructions given by one or
more of the officers, employees or agents Secured Party; and (ii) all statements received by telephone, electronic mail,
facsimile transmission, bank wire or other teleprocess which Custodian believes in good faith to have been given by such
authorized person. Custodian shall incur no liability to Borrower or Subsidiary or otherwise, as a result of any act by
Custodian in accordance with instructions on which Custodian is authorized to rely pursuant to the provisions of this
paragraph.


 


5.
Custodian shall be responsible for the performance of only such duties as are set forth herein or in the Parent Debenture or
contained in instructions given to Custodian which are not contrary to the provisions of this Agreement, the Loan Agreement
or the Share Charge.


 


6. Upon receipt of a notice from Secured Party that a Default or
Event of Default has occurred and is continuing under the Loan Agreement and that Secured Party is exercising its right of exclusive
control over the Charged Securities (a “Notice of Exclusive Control”), Custodian shall hold all Share Certificates
to Secured Party’s order and instruction or, in its discretion, deliver over control of the Share Certificates to Secured
Party.


 


7. This Agreement may not be terminated by Custodian without the
written consent of Secured Party, which consent may be withheld by Secured Party. This Agreement shall automatically terminate upon the
earlier to occur of the date possession and control of the Share Certificates representing the Charged Securities are delivered
to Secured Party and when all Obligations (other than inchoate indemnity obligations) have been paid and performed in full by
Borrower.


 


8. This Agreement, the Loan Agreement, the Share Charge and the other
Loan Documents embody the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes
all prior agreements between such parties, and all oral and written statements by either party, that relate to such subject matter.
No modification, amendment or waiver of any provision of this Agreement, or consent to any departure therefrom, shall be effective
unless executed by the party against whom such change is asserted, and any consent or waiver shall be effective only in the specific
instance and for the purpose for which given. The Recitals are incorporated by reference herein and made a part hereof. References
to “Pledgor” herein mean “each Pledgor”.


 


11. This Agreement shall be governed by and construed in accordance
with the laws of the State of California (without reference to choice of law doctrine) and shall be binding upon, and inure to the benefit
of, the parties and their successors and assigns.


 






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12. 
If any provision of this Agreement is deemed to be invalid or
unenforceable, such determination shall not affect the validity or enforceability of any other provisions of this Agreement.


 


13. Each
of the parties hereto represents, warrants and covenants that it has the corporate power and capacity to enter into, and to perform
its obligations under this Agreement, that this Agreement has been duly authorized, executed and delivered by it (including, without
limitation, receipt of all requisite director and shareholder approvals) and that this Agreement when executed and delivered will
constitute its valid and binding obligation enforceable in accordance with its terms, subject to the usual exceptions as to bankruptcy
and the availability of equitable remedies. The execution and delivery of this Agreement by Subsidiary represents such Person’s
acknowledgment of the custody arrangement specified herein in respect of the Share Certificate(s) and its agreement not to take
any actions in respect of the Share Certificate(s), any substitutions or replacements therefor or otherwise contrary to the agreements
of the parties set forth herein.


 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed in their names by their duly authorized officers as of the
date first above-written.


 





	EXECUTED AND DELIVERED AS A DEED BY   	)	PARTNERS FOR GROWTH V, L.P.
	BORQS HONG KONG LIMITED                            	)	 
	 	 	 
	ACTING BY:	 	By /s/ Geoffrey
    Allan                                   
	 	 	Name: Geoffrey Allan
	/s/ Pat Sek Yuen Chan                           	 	Title: Manager, Partners for Growth V, LLC
	NAME: Pat Sek Yuen
Chan	 	Its General Partner
	TITLE: SOLE DIRECTOR	 	 
	 	 	 
	IN THE PRESENCE OF :	 	 
	 	 	 
	/s/ Anthony Chan                                   	 	 
	 	 	 
	WITNESS
NAME: Anthony Chan
	 	 
	 	 	 
	WITNESS OCCUPATION: CFO	 	 
	 	 	 
	EXECUTED AND DELIVERED AS A DEED BY	)	CUSTODIAN:
	BORQS INTERNATIONAL HOLDING CORP     	)	 
	 	 	PFG MANAGERS, LLC 
	ACTING BY:	 	 
	 	 	By:
    /s/ Geoffrey Allan                                 
	/s/ Pat Sek Yuen Chan                           	 	Name:
    Geoffrey Allan
	NAME: Pat Sek Yuen
Chan	 	Title: Manager
	TITLE: SOLE DIRECTOR	 	 
	 	 	 
	IN THE PRESENCE OF :	 	 
	 	 	 
	/s/ Anthony Chan                                   	 	 
	 	 	 
	WITNESS NAME: Anthony Chan	 	 
	 	 	 
	WITNESS OCCUPATION: CFO 	 	 
	 	 	 
	Executed and delivered as a Deed by:	 	 
	 	 	 
	Borqs Software Solutions Private Limited 	 	 
	 	 	 
	/s/ Pat Sek Yuen Chan                           	 	 
	Director	 	 
	Name:
    Pat Sek Yuen Chan	 	 
	 	 	 
	/s/ Hareesh Ramanna                              	 	 
	Director 	 	 
	Name: Hareesh Ramanna	 	 







 


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