Common use of Representations, Warranties, Understandings, Risk Acknowledgments, and Covenants of The Subscriber Clause in Contracts

Representations, Warranties, Understandings, Risk Acknowledgments, and Covenants of The Subscriber. The Subscriber hereby represents, warrants and covenants to the Company as follows: (a) The Subscriber is purchasing the Backstop Shares and acquiring the Subscriber Earnout Shares, if any, for its own account, not as a nominee or agent, for investment purposes and not with a view towards distribution or resale within the meaning of the Securities Act (absent the registration of the Backstop Shares and Subscriber Earnout Shares for resale under the Securities Act or a valid exemption from registration). The Subscriber will not Transfer such shares at any time in violation of the Securities Act or applicable state securities laws. The Subscriber acknowledges that the Backstop Shares and Subscriber Earnout Shares cannot be sold unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. (b) The Subscriber understands that (i) the Backstop Shares and the Subscriber Earnout Shares (A) have not been registered under the Securities Act or any applicable state securities laws, (B) have been offered and will be sold in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act, (C) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of applicable state securities laws which relate to private offerings and (D) may be required to be held indefinitely because of the fact that the Backstop Shares and Subscriber Earnout Shares have not been registered under the Securities Act or applicable state securities laws, and (ii) the Subscriber must therefore be capable of bearing the economic risk of its investment hereunder indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. The Subscriber further understands that such exemptions depend upon, among other things, the bona fide nature of the investment intent of the Subscriber expressed herein. Pursuant to the foregoing, the Subscriber acknowledges that until such time as the resale of the Backstop Shares and Subscriber Earnout Shares has been registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise may be sold pursuant to an exemption from registration, the certificates representing any Backstop Shares and Subscriber Earnout Shares acquired by the Subscriber shall bear a restrictive legend substantially as follows (and a stop-transfer order may be placed against transfer of such Backstop Shares and Subscriber Earnout Shares): “THESE ORDINARY SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THESE ORDINARY SHARES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING: BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: 1. REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR IS AN “ACCREDITED INVESTOR” AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND 2. AGREES FOR THE BENEFIT OF PACIFIC SPECIAL ACQUISITION CORP. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR OR SUCH OTHER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AFTER THE LAST DATE OF THE ACQUISITION FROM THE COMPANY OR AN AFFILIATE OF THE COMPANY, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT, OR (D) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR AN “ACCREDITED INVESTOR” AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT, OR (E) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(E) ABOVE, THE COMPANY AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.” (c) The Subscriber has knowledge, skill and experience in financial, business and investment matters relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting the Subscriber’s interest in connection with the acquisition of the Backstop Shares, Subscriber Earnout Shares and the Market Shares (collectively, the “Shares”). The Subscriber understands that the acquisition of the Shares is a speculative investment and involves substantial risks and that the Subscriber could lose the Subscriber’s entire investment. Further, the Subscriber has (i) carefully read and considered the risks identified in the Disclosure Documents (as defined below) and (ii) carefully considered the risks related to the Merger, the Company, and Borqs and has taken full cognizance of and understands all of the risks related to the Company, Borqs, the Merger, the Shares and the transactions contemplated hereby, including the purchase of the Shares. Acknowledging the very significant tax impact analysis and other analyses that is warranted in determining the consequences to it of purchasing and owning the Shares, to the extent deemed necessary by the Subscriber, the Subscriber has had the opportunity to retain, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the foregoing, including purchasing and owning the Shares. The Subscriber has the ability to bear the economic risks of the Subscriber’s investment in the Company, including a complete loss of the investment, and the Subscriber has no need for liquidity in such investment. (d) The Subscriber has been furnished by the Company all information (or provided access to all information it reasonably requested) regarding the business and financial condition of the Company and Borqs, the Company’s expected plans for future business activities, and the merits and risks of an investment in the Shares which the Subscriber has reasonably requested or otherwise needs to evaluate the investment in the Shares. (e) The Subscriber acknowledges receipt of and has carefully reviewed and understands the following items (collectively, the “Disclosure Documents”): (i) the IPO Prospectus; (ii) each filing made by the Company with the SEC under the Exchange Act following the filing of the IPO Prospectus through the date of this Agreement, including the preliminary Proxy Statement; (iii) the Merger Agreement, a copy of which has been made available to the Subscriber, as in effect on the date of this Agreement, including Amendment No. 1 thereto; and (iv) the proposed draft amendments to the preliminary Proxy Statement based on the SECs comments, Amendment No. 1 to the Merger Agreement and this Agreement and other recent events. The Subscriber understands the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall no longer apply following the Merger Closing. (f) The Subscriber acknowledges that neither the Company nor any of its Affiliates has made or makes any representation or warranty to the Subscriber in respect of the Company or Borqs, the Merger or the other transactions contemplated by the Merger Agreement, other than in the case of the Company, the representations and warranties contained in this Agreement. (g) In making its investment decision to purchase the Shares, the Subscriber is relying solely on investigations made by the Subscriber and the Subscriber’s representatives. The offer to sell the Backstop Shares and issue the Subscriber Earnout Shares was communicated to the Subscriber in such a manner that the Subscriber was able to ask questions of and receive answers from the management of the Company concerning the terms and conditions of the proposed transaction and that at no time was the Subscriber presented with or solicited by or through any advertisement, article, leaflet, public promotional meeting, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting or any other form of general or public advertising or solicitation. (h) The Subscriber acknowledges that it has been advised that: (i) The Backstop Shares and Subscriber Earnout Shares offered or issued or issuable hereby have not been approved or disapproved by the SEC or any applicable state securities commission nor has the SEC or any applicable state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense. (ii) In making an investment decision, the Subscriber must rely on its own examination of the Company, the Merger, Borqs and the Backstop Offering, including the merits and risks involved. The Shares have not been recommended by any applicable federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation by the Company. Any representation to the contrary is a criminal offense. (iii) The Backstop Shares and the Subscriber Earnout Shares will be “restricted securities” within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to the applicable registration requirements or exemption therefrom. The Subscriber is aware that the provisions of Rule 144 are not currently available and, in the future, may not become available for resale of any of the Backstop Shares and Subscriber Earnout Shares and that the Company is an issuer subject to Rule 144(i) under the Securities Act. The Subscriber is aware that it may be required to bear the financial risks of this investment for an indefinite period of time. (i) The Subscriber agrees to furnish the Company with such other information as the Company may reasonably request in order to verify the accuracy of the information contained herein and agrees to notify the Company immediately of any material change in the information provided herein that occurs prior to the acceptance of this Agreement by the Company. (j) The Subscriber further represents and warrants that the Subscriber is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and Subscriber has executed the Investor Questionnaire and shall provide to the Company an updated Investor Questionnaire promptly following any change in circumstances at any time on or prior to the Merger Closing. (k) As of the date of this Agreement, the Subscriber and its Affiliates do not have, and during the thirty (30) day period prior to the date of this Agreement the Subscriber and its Affiliates did not enter into, any “put equivalent position” as such term is defined in Rule 16a-1 of under the Exchange Act or short sale positions with respect to the securities of the Company. In addition, the Subscriber shall comply with all applicable provisions of Regulation M promulgated under the Securities Act. (l) If the Subscriber is a natural person, the Subscriber has reached the age of majority in the state in which the Subscriber resides, has adequate means of providing for the Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period of time, has no need for liquidity in such investment and, at the present time, can afford a complete loss of such investment. (m) If the Subscriber is a partnership, corporation, trust, estate or other entity (an “Entity”): (i) the Entity has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of the Entity in connection with the acquisition of the Shares, (b) to delegate authority pursuant to power of attorney and (c) to acquire and hold such Shares; (ii) the signature of the party signing on behalf of the Entity is binding upon the Entity; and (iii) the Entity has not been formed for the specific purpose of acquiring the Shares, unless each beneficial owner of such entity is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or is qualified as an accredited investor within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act and has submitted information substantiating such individual qualification. (n) If the Subscriber is a retirement plan or is investing on behalf of a retirement plan, the Subscriber acknowledges that investment in the Shares poses additional risks including the inability to use losses generated by an investment in the Shares to offset taxable income. (o) This Agreement has been duly authorized, executed and delivered by the Subscriber and constitutes a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by: (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws in effect that limit creditors’ rights generally; (ii) equitable limitations on the availability of specific remedies; (iii) principles of equity (regardless of whether such enforcement is considered in a proceeding in law or in equity); and (iv) to the extent rights to indemnification and contribution may be limited by federal securities laws or the public policy underlying such laws. (p) The Subscriber understands and confirms that the Company will rely on the representations and covenants of the Subscriber contained herein in effecting the transactions contemplated by this Agreement and the other Transaction Documents (as defined herein). All representations and warranties provided to the Company by or on behalf of the Subscriber, taken as a whole, are true and correct and do not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (q) Neither the purchase of the Backstop Shares nor the acquisition of the Subscriber Earnout Shares by the Subscriber will subject the Company to any of the “Bad Actor” disqualifications described in Rule 506(d) under the Securities Act. (r) Unless otherwise specified in the Investor Questionnaire, the Subscriber is not a U.S. person (as defined in the Securities Act) and is acquiring the Backstop Shares and Subscriber Earnout Shares in an offshore transaction in accordance with the requirements of Regulation S under the Securities Act.

Representations, Warranties, Understandings, Risk Acknowledgments, and Covenants of The Subscriber. The Subscriber hereby represents, warrants and covenants to the Company Parent as follows: (a) The Subscriber is purchasing the Backstop Subject Shares and acquiring the Subscriber Earnout Shares, if any, for its own account, not as a nominee or agent, for investment purposes and not with a view towards distribution or resale within the meaning of the Securities Act (absent the registration of the Backstop Shares and Subscriber Earnout Subject Shares for resale under the Securities Act or a valid exemption from registration). The Subscriber will not Transfer sell, assign or transfer such shares or securities at any time in violation of the Securities Act or applicable state securities laws. The Subscriber acknowledges that the Backstop Shares and Subscriber Earnout Subject Shares cannot be sold unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. (b) The Subscriber understands that (iA) the Backstop Shares and the Subscriber Earnout Subject Shares (A1) have not been registered under the Securities Act or any applicable state securities laws, (B2) have been offered and will be sold in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act, (C3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of applicable state securities laws which relate to private offerings and (D4) may be required to must be held indefinitely because of at least one year from the fact date that the Backstop Shares Parent files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under applicable SEC rules and Subscriber Earnout Shares have not been registered under the Securities Act or applicable state securities lawsregulations, and (iiB) the Subscriber must therefore be capable of bearing bear the economic risk of its investment hereunder indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. The Subscriber further understands that such exemptions depend upon, among other things, the bona fide nature of the investment intent of the Subscriber expressed herein. Pursuant to the foregoing, the Subscriber acknowledges that until such time as the resale of the Backstop Shares and Subscriber Earnout Shares has been registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise may be sold pursuant to an exemption from registration, the certificates representing any Backstop Shares and Subscriber Earnout Shares acquired by the Subscriber shall bear a restrictive legend substantially as follows (and a stop-transfer order may be placed against transfer of such Backstop Shares and Subscriber Earnout Shares): “THESE ORDINARY SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THESE ORDINARY SHARES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING: BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: 1. REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR IS AN “ACCREDITED INVESTOR” AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND 2. AGREES FOR THE BENEFIT OF PACIFIC SPECIAL ACQUISITION CORP. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR OR SUCH OTHER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AFTER THE LAST DATE OF THE ACQUISITION FROM THE COMPANY OR AN AFFILIATE OF THE COMPANY, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT, OR (D) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR AN “ACCREDITED INVESTOR” AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT, OR (E) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(E) ABOVE, THE COMPANY AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.” (c) The Subscriber has knowledge, skill and experience in financial, business and investment matters relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting the Subscriber’s interest in connection with the acquisition of the Backstop Subject Shares, Subscriber Earnout Shares and the Market Shares (collectively, the “Shares”). The Subscriber understands that the acquisition of the Subject Shares is a speculative investment and involves substantial risks and that the Subscriber could lose the Subscriber’s its entire investment. Further, the Subscriber undersigned has (i) carefully read and considered the risks identified in the Disclosure Documents (as defined below) and (ii) carefully considered the risks related to the Merger, the Company, Parent and Borqs the Company and has taken full cognizance of and understands all of the risks related to Parent, the Company, Borqs, the Merger, the Subject Shares and the transactions contemplated hereby, including including, without limitation, the purchase of the Subject Shares. Acknowledging the very significant tax impact analysis and other analyses that is warranted in determining the consequences to it of purchasing and owning the Shares, to the extent deemed necessary by the Subscriber, the Subscriber has had the opportunity to retain, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the foregoing, including including, without limitation, purchasing and owning the Subject Shares. The Subscriber has the ability to bear the economic risks of the Subscriber’s investment in the CompanyParent, including a complete loss of the investment, and the Subscriber has no need for liquidity in such investment. (d) The Subscriber has been furnished by the Company Parent all information (or provided access to all information it reasonably requested) regarding the business and financial condition of Parent and the Company Company, Parent and Borqs, the Company’s expected plans for future business activities, and the merits and risks of an investment in the Subject Shares which the Subscriber has reasonably requested or otherwise needs to evaluate the investment in the Subject Shares. (e) The Subscriber acknowledges is in receipt of and has carefully reviewed read and understands the following items (collectively, the “Disclosure Documents”): ): (i) the IPO final prospectus Parent in connection with its initial public offering, dated December 9, 2020, as filed with the SEC (the “Final Prospectus; ”); (ii) each filing made by the Company Parent with the SEC under the Exchange Act following the filing of the IPO Prospectus through the date of this Agreement, including the preliminary Proxy Statement; Final Prospectus; (iii) the Merger AgreementAgreement (including any amendment thereto), a copy of which has been made available to filed by Parent with the Subscriber, as in effect on the date of this Agreement, including Amendment No. 1 theretoSEC; and and (iv) the proposed draft amendments to the preliminary Proxy Statement based Parent’s certificate of incorporation proposed to be voted on the SECs commentspursuant thereto, Amendment No. 1 a copy of which is set forth as Exhibit A to the Merger Agreement and this Agreement and other recent eventsAgreement. The Subscriber understands the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall no longer apply following the Merger Closing. (f) The Subscriber acknowledges that neither the Company Parent nor any of its Affiliates has made or makes any representation or warranty to the Subscriber in respect of Parent or the Company or BorqsCompany, the Merger Merger, Parent upon, or relating to, the other transactions contemplated by the Merger AgreementMerger, other than in the case of the CompanyParent, the representations and warranties contained in this Agreement. (gf) In making its investment decision to purchase the Subject Shares, the Subscriber is relying solely on investigations made by the Subscriber and the Subscriber’s representatives. The offer to sell or assign the Backstop Shares and issue the Subscriber Earnout Subject Shares was communicated to the Subscriber in such a manner that the Subscriber was able to ask questions of and receive answers from the management of the Company Parent concerning the terms and conditions of the proposed transaction and that at no time was the Subscriber presented with or solicited by or through any advertisement, article, leaflet, public promotional meeting, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting or any other form of general or public advertising or solicitation. (hg) The Subscriber acknowledges that it has been advised that: (i) The Backstop Subject Shares and Subscriber Earnout Shares offered or issued or issuable hereby have not been approved or disapproved by the SEC or any applicable state securities commission nor has the SEC or any applicable state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offenseParent. (ii) In making an investment decision, the Subscriber must rely on its own examination of Parent, the Company, the Merger, Borqs the Subject Shares and the Backstop Offeringoffering of such Subject Shares, including the merits and risks involved. The Subject Shares have not been recommended by any applicable federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation by the Company. Any representation to the contrary is a criminal offenserepresentation. (iii) The Backstop Shares and the Subscriber Earnout Subject Shares will be “restricted securities” within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to the applicable registration requirements or exemption therefrom. The Subscriber is aware that the provisions of Rule 144 are not currently available and, in the future, may not become available for resale of any of the Backstop Shares and Subscriber Earnout Subject Shares and that the Company Parent is an issuer subject to Rule 144(i) under the Securities Act. The Subscriber is aware that it may be required to bear the financial risks of this investment for an indefinite period of time. (i) The Subscriber agrees to furnish the Company with such other information as the Company may reasonably request in order to verify the accuracy of the information contained herein and agrees to notify the Company immediately of any material change in the information provided herein that occurs prior to the acceptance of this Agreement by the Company. (jh) The Subscriber further represents and warrants that the Subscriber it is a “qualified an institutional buyer” within the meaning of Rule 144A under the Securities Act or an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and such Subscriber has executed the Investor Questionnaire attached hereto as Exhibit A (the “Investor Questionnaire”) and shall provide to the Company Parent an updated Investor Questionnaire promptly following for any change in circumstances at any time on or prior to the Merger Closing. (ki) As of the date of this Agreement, the Subscriber and its Affiliates do not have, and during the thirty (30) 30 day period prior to the date of this Agreement Agreement, the Subscriber and its Affiliates did not enter have not, in a seller, transferor or other similar capacity, entered into, any “put equivalent position” as such term is defined in Rule 16a-1 of under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or short sale positions with respect to the securities of the Company. In addition, the Subscriber shall comply with all applicable provisions of Regulation M promulgated under the Securities ActParent. (l) If the Subscriber is a natural person, the Subscriber has reached the age of majority in the state in which the Subscriber resides, has adequate means of providing for the Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period of time, has no need for liquidity in such investment and, at the present time, can afford a complete loss of such investment. (m) If the Subscriber is a partnership, corporation, trust, estate or other entity (an “Entity”): (i) the Entity The Subscriber has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of the Entity Subscriber in connection with the acquisition purchase of the Subject Shares, (b) to delegate authority pursuant to power of attorney and (c) to acquire purchase and hold such Subject Shares; (ii) the signature of the party signing on behalf of the Entity Subscriber is binding upon the Entity; and (iii) the Entity has not been formed for the specific purpose of acquiring the Shares, unless each beneficial owner of such entity is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or is qualified as an accredited investor within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act and has submitted information substantiating such individual qualificationSubscriber. (n) If the Subscriber is a retirement plan or is investing on behalf of a retirement plan, the Subscriber acknowledges that investment in the Shares poses additional risks including the inability to use losses generated by an investment in the Shares to offset taxable income. (ok) This Agreement has been duly authorized, executed and delivered by the Subscriber and constitutes a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by: (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws in effect that limit creditors’ rights generally; (ii) equitable limitations on the availability of specific remedies; (iii) principles of equity (regardless of whether such enforcement is considered in a proceeding in law or in equity); and (iv) to the extent rights to indemnification and contribution may be limited by federal securities laws or the public policy underlying such laws. (pl) The Subscriber understands and confirms that the Company Parent will rely on the representations and covenants of the Subscriber contained herein in effecting the transactions contemplated by this Agreement and the other Transaction Documents (as defined herein). All representations and warranties provided to the Company Parent furnished by or on behalf of the Subscriber, taken as a whole, are true and correct and do not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (qm) Neither the purchase Subscriber nor, to the extent it has them, any of its shareholders, members, managers, general or limited partners, directors, Affiliates or executive officers (collectively with such Subscriber, the Backstop Shares nor the acquisition of the “Subscriber Earnout Shares by the Subscriber will Covered Persons”), are subject the Company to any of the “Bad Actor” disqualifications described in Rule 506(d) under the Securities ActAct (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). (rn) Unless otherwise specified in the Investor Questionnaire, The Subscriber has exercised reasonable care to determine whether any Subscriber Covered Person is subject to a Disqualification Event. (o) The purchase of Subject Shares by the Subscriber is will not a U.S. person (as defined in the Securities Act) and is acquiring the Backstop Shares and Subscriber Earnout Shares in an offshore transaction in accordance with the requirements of Regulation S under the Securities Actsubject Parent to any Disqualification Event.

Representations, Warranties, Understandings, Risk Acknowledgments, and Covenants of The Subscriber. The Subscriber hereby represents, warrants and covenants to the Company as follows: (a) The Subscriber is purchasing the Backstop Subject Shares and acquiring the Subscriber Earnout Shares, if any, for its own account, not as a nominee or agent, for investment purposes and not with a view towards distribution or resale within the meaning of the Securities Act (absent the registration of the Backstop Shares and Subscriber Earnout Subject Shares for resale under the Securities Act or a valid exemption from registration). The Subscriber will not Transfer sell, assign or transfer such shares or securities at any time in violation of the Securities Act or applicable state securities laws. The Subscriber acknowledges that the Backstop Shares and Subscriber Earnout Subject Shares cannot be sold unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. (b) The Subscriber understands that (iA) the Backstop Shares and the Subscriber Earnout Subject Shares (A1) have not been registered under the Securities Act or any applicable state securities laws, (B2) have been offered and will be sold in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act, (C3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of applicable state securities laws which relate to private offerings and (D4) may be required to must be held indefinitely because of the fact that the Backstop Shares and Subscriber Earnout Subject Shares have not been registered under the Securities Act or applicable state securities laws, and (iiB) the Subscriber must therefore be capable of bearing bear the economic risk of its investment hereunder indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. The Subscriber further understands that such exemptions depend upon, among other things, the bona fide nature of the investment intent of the Subscriber expressed herein. Pursuant to the foregoing, the Subscriber acknowledges that until such time as the resale of the Backstop Subject Shares and Subscriber Earnout Shares has have been registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise may be sold pursuant to an exemption from registration, the certificates representing any Backstop Shares and Subscriber Earnout Subject Shares acquired by the Subscriber shall bear a restrictive legend substantially as follows (and a stop-transfer order may be placed against transfer of the certificates evidencing such Backstop Shares and Subscriber Earnout Subject Shares): “THESE ORDINARY SHARES THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. NEITHER THESE ORDINARY SHARES NOR ANY INTEREST THE SALE, PLEDGE, HYPOTHECATION, OR PARTICIPATION HEREIN TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SUBSCRIPTION AGREEMENT BY AND AMONG THE HOLDER AND THE OTHER PARTIES THERETO. COPIES OF SUCH AGREEMENT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING: BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: 1. REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR IS AN “ACCREDITED INVESTOR” AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND 2. AGREES FOR THE BENEFIT OF PACIFIC SPECIAL ACQUISITION CORP. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR OBTAINED UPON WRITTEN REQUEST TO THE DATE THAT IS THE LATER OF (X) ONE YEAR OR SUCH OTHER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AFTER THE LAST DATE OF THE ACQUISITION FROM THE COMPANY OR AN AFFILIATE SECRETARY OF THE COMPANY, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT, OR (D) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR AN “ACCREDITED INVESTOR” AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT, OR (E) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(E) ABOVE, THE COMPANY AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.” (c) The Subscriber has knowledge, skill and experience in financial, business and investment matters relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting the Subscriber’s interest in connection with the acquisition of the Backstop Shares, Subscriber Earnout Subject Shares and the Market Backstop Shares (collectivelytogether, the “SharesSecurities”). The Subscriber understands that the acquisition of the Shares Securities is a speculative investment and involves substantial risks and that the Subscriber could lose the Subscriber’s its entire investment. Further, the Subscriber undersigned has (i) carefully read and considered the risks identified in the Disclosure Documents (as defined below) and (ii) carefully considered the risks related to the Merger, the Company, Company and Borqs Vivint and has taken full cognizance of and understands all of the risks related to the Company, BorqsVivint, the Merger, the Shares Securities and the transactions contemplated hereby, including including, without limitation, the purchase of the SharesSecurities. Acknowledging the very significant tax impact analysis and other analyses that is warranted in determining the consequences to it of purchasing and owning the SharesSecurities, to the extent deemed necessary by the Subscriber, the Subscriber has had the opportunity to retain, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the foregoing, including including, without limitation, purchasing and owning the SharesSecurities. The Subscriber has the ability to bear the economic risks of the Subscriber’s investment in the Company, including a complete loss of the investment, and the Subscriber has no need for liquidity in such investment. (d) The Subscriber has been furnished by the Company all information (or provided access to all information it reasonably requested) regarding the business and financial condition of the Company and BorqsVivint, the Company’s expected plans for future business activities, and the merits and risks of an investment in the Shares Securities which the Subscriber has reasonably requested or otherwise needs to evaluate the investment in the SharesSecurities. (e) The Subscriber acknowledges is in receipt of and has carefully reviewed read and understands the following items (collectively, the “Disclosure Documents”): ): (i) the IPO final prospectus of the Company in connection with its IPO, dated October 18, 2017, as filed with the SEC (the “Final Prospectus; ”); (ii) each filing made by the Company with the SEC under the Exchange Act following the filing of the IPO Prospectus through the date of this Agreement, including the preliminary Proxy Statement; Final Prospectus; (iii) the Merger AgreementAgreement (including any amendment thereto), a copy of which has been made available to filed by the Subscriber, as in effect on Company with the date of this Agreement, including Amendment No. 1 theretoSEC; and (iv) the proposed draft Proxy Statement (including any supplement thereto) and the amendments to the preliminary Proxy Statement based Certificate of Incorporation of the Company proposed to be voted on pursuant thereto, a copy of which has been filed by the SECs comments, Amendment No. 1 to Company with the Merger Agreement and this Agreement and other recent eventsSEC. The Subscriber understands the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall no longer apply following the Closing in accordance with the Merger Closing. (f) Agreement. The Subscriber acknowledges that neither the Company nor any of its Affiliates has made or makes any representation or warranty to the Subscriber in respect of the Company or BorqsVivint, the Merger Merger, the Company upon, or relating to, the other transactions contemplated by the Merger AgreementMerger, other than in the case of the Company, the representations and warranties contained in this AgreementAgreement or any other agreement between the Company and the Subscriber. (gf) In making its investment decision to purchase the SharesSecurities, the Subscriber is relying solely on investigations made by the Subscriber and the Subscriber’s representatives. The offer to sell or assign the Backstop Shares and issue the Subscriber Earnout Shares Securities was communicated to the Subscriber in such a manner that the Subscriber was able to ask questions of and receive answers from the management of the Company concerning the terms and conditions of the proposed transaction and that at no time was the Subscriber presented with or solicited by or through any advertisement, article, leaflet, public promotional meeting, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting or any other form of general or public advertising or solicitation. (hg) The Subscriber acknowledges that it has been advised that: (i) The Backstop Shares and Subscriber Earnout Shares offered or issued or issuable hereby Securities have not been approved or disapproved by the SEC or any applicable state securities commission nor has the SEC or any applicable state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense. (ii) In making an investment decision, the Subscriber must rely on its own examination of the Company, the Merger, Borqs Vivint, the Securities and the Backstop Common Offering, including the merits and risks involved. The Shares Securities have not been recommended by any applicable federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation by the Companyrepresentation. Any representation to the contrary is a criminal offense. (iii) The Backstop Shares and the Subscriber Earnout Shares Securities will be “restricted securities” within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to the applicable registration requirements or exemption therefrom. The Subscriber is aware that of the provisions of Rule 144 are not currently available and, in the future, may not become available for resale of any of the Backstop Shares and Subscriber Earnout Subject Shares and that the Company is an issuer subject to Rule 144(i) under the Securities Act. The Subscriber is aware that it may be required to bear the financial risks of this investment for an indefinite period of time. (ih) The Subscriber agrees to furnish the Company with such other information as the Company may reasonably request in order to verify the accuracy of the information contained herein and agrees to notify the Company immediately of any material change in the information provided herein that occurs prior to the acceptance of this Agreement by the Company. (ji) The Subscriber further represents and warrants that the Subscriber it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act Act, or an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and such Subscriber has executed the Investor Questionnaire attached hereto as Exhibit B (the “Investor Questionnaire”) and shall provide to the Company an updated Investor Questionnaire promptly following for any change in circumstances at any time on or prior to the Merger Closing. (kj) As of the date of this Agreement, the Subscriber and its Affiliates do not have, and during the thirty (30) 30 day period prior to the date of this Agreement Agreement, the Subscriber and its Affiliates did not enter have not, in a seller, transferor or other similar capacity, entered into, any “put equivalent position” as such term is defined in Rule 16a-1 of under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or short sale positions with respect to the securities of the Company. In addition, the Subscriber shall comply with all applicable provisions of Regulation M promulgated under the Securities Act. (l) If the Subscriber is a natural person, the Subscriber has reached the age of majority in the state in which the Subscriber resides, has adequate means of providing for the Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period of time, has no need for liquidity in such investment and, at the present time, can afford a complete loss of such investment. (m) If the Subscriber is a partnership, corporation, trust, estate or other entity (an “Entity”): (i) the Entity The Subscriber has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of the Entity Subscriber in connection with the acquisition purchase of the SharesSecurities, (b) to delegate authority pursuant to power of attorney and (c) to acquire purchase and hold such SharesSecurities; (ii) the signature of the party signing on behalf of the Entity Subscriber is binding upon the EntitySubscriber; and (iii) the Entity Subscriber has not been formed for the specific purpose of acquiring the Shares, such Securities unless each beneficial owner of such entity is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act Act, or is qualified as an accredited investor within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act and has submitted information substantiating such individual qualification. (n) If the Subscriber is a retirement plan or is investing on behalf of a retirement plan, the Subscriber acknowledges that investment in the Shares poses additional risks including the inability to use losses generated by an investment in the Shares to offset taxable income. (ol) This Agreement has been duly authorized, executed and delivered by the Subscriber and constitutes a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by: (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws in effect that limit creditors’ rights generally; (ii) equitable limitations on the availability of specific remedies; (iii) principles of equity (regardless of whether such enforcement is considered in a proceeding in law or in equity); and (iv) to the extent rights to indemnification and contribution may be limited by federal securities laws or the public policy underlying such laws. (pm) The Subscriber understands and confirms that the Company will rely on the representations and covenants of the Subscriber contained herein in effecting the transactions contemplated by this Agreement and the other Transaction Documents (as defined herein). All representations and warranties provided to the Company furnished by or on behalf of the Subscriber, taken as a whole, are true and correct and do not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (qn) Neither the purchase Subscriber nor, to the extent it has them, any of its shareholders, members, managers, general or limited partners, directors, Affiliates or executive officers (collectively with such Subscriber, the Backstop Shares nor the acquisition of the “Subscriber Earnout Shares by the Subscriber will Covered Persons”), are subject the Company to any of the “Bad Actor” disqualifications described in Rule 506(d) under the Securities ActAct (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). (ro) Unless otherwise specified in the Investor Questionnaire, The Subscriber has exercised reasonable care to determine whether any Subscriber Covered Person is subject to a Disqualification Event. (p) The purchase of Securities by the Subscriber is will not a U.S. person (as defined in subject the Securities Act) and is acquiring the Backstop Shares and Subscriber Earnout Shares in an offshore transaction in accordance with the requirements of Regulation S under the Securities ActCompany to any Disqualification Event.