5,000,000 Units Pacific Special Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 20th, 2015 • Pacific Special Acquisition Corp. • Blank checks • New York
Pacific Special Acquisition Corp., a British Virgin Islands company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the “Representative,” with the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 20th, 2015 • Pacific Special Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 14, 2015, by and among Pacific Special Acquisition Corp., a British Virgin Islands company (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Borqs Technologies, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of ___________, 2018 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 6th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design • New York
WARRANT AGENCY AGREEMENT, dated as of __________, 2018 (“Agreement”), between Borqs Technologies, Inc., a company incorporated under the laws of the British Virgin Islands (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
RIGHTS AGREEMENTRights Agreement • October 20th, 2015 • Pacific Special Acquisition Corp. • Blank checks • New York
Agreement made as of October 14, 2015 between Pacific Special Acquisition Corp., a British Virgin Islands Company, with offices at 855 Pudong South Road, The World Plaza, 27th Floor, Pudong, Shanghai China 200120 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Right Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • April 2nd, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design • Delaware
This Indemnity Agreement, dated as of , 2017 is made by and between ___________, a company incorporated in the British Virgin Islands , the registered office of which is at [ ](the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 October 14, 2015Pacific Special Acquisition Corp. • October 20th, 2015 • Blank checks • New York
This is to confirm our agreement whereby Pacific Special Acquisition Corp., a British Virgin Islands company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-206435) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 17th, 2015 • Pacific Special Acquisition Corp. • Virgin Islands
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 12th day of August, 2015, by and between Pacific Special Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at 40 Wall Street, 28th Floor, New York, New York, 10015, and EarlyBirdCapital, Inc. (the “Purchaser”).
ORDINARY SHARES AND [_____] WARRANTS BORQS TECHNOLOGIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 6th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design • New York
BORQS Technologies, Inc., a British Virgin Islands corporation (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of [____] ordinary shares, no par value (the “Ordinary Shares”) of the Company (the “Firm Shares”), and, at the election of the Underwriters, up to additional [______] shares (the “Optional Shares”) and (ii) an aggregate of [______] warrants to purchase Ordinary Shares (the “Firm Warrants”) and, at the election of the Underwriters, up to [_____] additional warrants (the “Optional Warrants” and collectively with the Firm Warrants, the “Warrants”). The Firm Shares and the Firm Warrants may be collectively referred to herein as the “Firm Securities”. The Optional Shares and the Optional Warrants ma
ORDINARY SHARE PURCHASE WARRANT BORQS TECHNOLOGIES, INC.Borqs Technologies, Inc. • November 6th, 2018 • Services-computer integrated systems design • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the date hereof, provided that, if such date is not a Trading Day, such date shall be the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Borqs Technologies, Inc., a company incorporated under the laws of the British Virgin Islands (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintain
Pacific Special Acquisition Corp. New York, NY 10005Pacific Special Acquisition Corp. • August 17th, 2015 • Virgin Islands
We are pleased to accept the offer you (the “Subscriber”) have made to purchase an aggregate of 1,407,500 ordinary shares (the “Shares”) of no par value per share (the “Ordinary Shares”), up to 187,500 of which Shares are subject to complete or partial forfeiture (the “forfeiture”) by you if the underwriters of the initial public offering (“IPO”) of Pacific Special Acquisition Corp., a British Virgin Islands company (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • August 24th, 2017 • Borqs Technologies, Inc. • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of August 18, 2017 by [_______________________], an individual residing in [____________] (the “Subject Party”), in favor of and for the benefit of Pacific Special Acquisition Corp., a business company incorporated in the British Virgin Islands with limited liability, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Borqs Technologies, Inc.” (including any successor entity thereto, “Purchaser”), Borqs International Holding Corp., a company formed under the laws of the Cayman Islands with limited liability (together with its successors, including the Surviving Company (as defined in the Merger Agreement), the “Company”), and each of Purchaser’s and/or the Company’s respective present and future successors and direct and indirect Subsidiaries (collectively with Purchaser and the Company, the “Covered Parties”).
INDEMNITY AGREEMENTIndemnity Agreement • September 18th, 2015 • Pacific Special Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____], 2015, by and between PACIFIC SPECIAL ACQUISITION CORP., a British Virgin Islands business company organized with limited liability (the “Company”), and _____________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • October 20th, 2015 • Pacific Special Acquisition Corp. • Blank checks • New York
Agreement made as of October 14, 2015 between Pacific Special Acquisition Corp., a British Virgin Islands company, with offices at 855 Pudong South Road, The World Plaza, 27th Floor, Pudong, Shanghai, China 200120 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
ORDINARY SHARES BORQS TECHNOLOGIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 2nd, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design • New York
BORQS Technologies, Inc., a British Virgin Islands corporation (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of [____] ordinary shares, no par value (the “Ordinary Shares”) of the Company (the “Firm Shares”). In addition, the Company proposes to sell to the Underwriters, upon the terms and conditions set forth herein, the Option Shares (as hereinafter defined). The Firm Shares and Option Shares are more fully described in the Registration Statement and Prospectus referred to below.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 20th, 2015 • Pacific Special Acquisition Corp. • Blank checks • New York
This Agreement is made as of October 14, 2015 by and between Pacific Special Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 17th, 2021 • Borqs Technologies, Inc. • Services-computer integrated systems design
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 14, 2021, between Borqs Technologies, Inc., a company incorporated in the British Virgin Islands (the “Company”) and the investors signatory hereto (collectively, the “Buyer”).
Loan and Security AgreementLoan and Security Agreement • September 14th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design • California
THIS LOAN AND SECURITY AGREEMENT (“Agreement”) is entered into on the above date (the “Effective Date”) between PARTNERS FOR GROWTH IV, L.P. (“PFG”), whose address is 1660 Tiburon Blvd., Suite D, Tiburon, CA 94920 and Borrower(s) named above (jointly and severally, the “Borrower”), whose registered offices are located at the above addresses (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) being signed by the parties concurrently, is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 7 below.)
DEED OF GUARANTEE AND INDEMNITYGuarantee • March 15th, 2019 • Borqs Technologies, Inc. • Services-computer integrated systems design • Hong Kong
October 14, 2015Pacific Special Acquisition Corp. • October 20th, 2015 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pacific Special Acquisition Corp., a British Virgin Islands Company (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule 1 thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share, no par value, of the Company (the “Ordinary Shares”), one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of the Company’s initial Business Combination and one warrant (the “Warrant”) to purchase one-half of one Ordinary Share. Certain capitalized terms used herein are defined in paragraph 16 hereof.
DEBENTURE (constituting a fixed and floating charge over all the assets of BORQS Technologies (HK) Limited)Borqs Technologies, Inc. • March 15th, 2019 • Services-computer integrated systems design • Hong Kong
AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTAmended and Restated Unit Subscription Agreement • October 13th, 2015 • Pacific Special Acquisition Corp. • Blank checks • Virgin Islands
This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 12th day of October, 2015, by and between Pacific Special Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at 40 Wall Street, 28th Floor, New York, New York, 10015, and Zhengqi International Holding Limited (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 2nd, 2022 • Borqs Technologies, Inc. • Services-computer integrated systems design • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 25, 2022 (the “Execution Date”), between Borqs Technologies, Inc., a company incorporated in the British Virgin Islands (the “Company”), and the investors listed on the Buyer Schedules attached hereto (collectively, “Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made on Jan 15t, 2018. (“Effective Date”) between BORQS Hong Kong limited, having its registered office at Rm 512,5/F, Tower 1, Silvercord, 30 Canton Roard, TST,Kln, Hong Kong (hereinafter referred to as “Company”) and ANTHONY KAIKWONG CHAN (USA Passport Number:531247510) (hereinafter referred to as “Employee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 18th, 2015 • Pacific Special Acquisition Corp. • Blank checks • New York
This Agreement is made as of [●], 2015 by and between Pacific Special Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
BACKSTOP AND SUBSCRIPTION AGREEMENTBackstop and Subscription Agreement • August 24th, 2017 • Borqs Technologies, Inc. • Blank checks • New York
This Backstop and Subscription Agreement (this “Agreement”), made as of May 11, 2017 by and among Pacific Special Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), and Zhengqi International Holding Limited, a company incorporated in the British Virgin Islands (the “Subscriber”), is intended to set forth certain representations, covenants and agreements among the Company and the Subscriber, with respect to the acquisition by Subscriber of the Company’s ordinary shares of no par value (the “Ordinary Shares”), for aggregate consideration of up to Twenty-Four Million U.S. Dollars ($24,000,000), through such acquisitions as are described in Sections 1(a)(iii) and (iv) hereof, which representations, covenants and agreements are made in connection with the Company’s acquisition of Borqs International Holding Corp, an exempted company incorporated under the laws of the Cayman Islands with limited liability (“Borqs”), in accordance with that ce
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 26th, 2021 • Borqs Technologies, Inc. • Services-computer integrated systems design
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February __, 2021, between Borqs Technologies, Inc., a company incorporated in the British Virgin Islands (the “Company”) and the investors signatory hereto (collectively, the “Buyer”).
BORQS TECHNOLOGIES, INC., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ]Indenture • December 14th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design • New York
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.
Exclusive Option AgreementExclusive Option Agreement • August 6th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design
This Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of October 18, 2016 in Beijing, China:
FORM OF VOTING AGREEMENTVoting Agreement • January 3rd, 2017 • Pacific Special Acquisition Corp. • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of December 27, 2016 by and among (i) Pacific Special Acquisition Corp., a British Virgin Islands business company with limited liability (including, without limitation, any successor entity thereto, “Purchaser”), (ii) Borqs International Holding Corp, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), and (iii) the undersigned shareholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
MERGER AGREEMENT by and among PACIFIC SPECIAL ACQUISITION CORP., as the Purchaser, ZHENGQI INTERNATIONAL HOLDING LIMITED, in the capacity as the Purchaser Representative, PAAC MERGER SUBSIDIARY LIMITED as Merger Sub, ZHENGDONG ZOU in the capacity as...Merger Agreement • August 24th, 2017 • Borqs Technologies, Inc. • Blank checks • New York
This Merger Agreement (this “Agreement”) is made and entered into as of December 27, 2016 by and among (i) Pacific Special Acquisition Corp., a British Virgin Islands business company with limited liability (the “Purchaser”), (ii) PAAC Merger Subsidiary Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Zhengqi International Holding Limited, a company incorporated in the British Virgin Islands, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser other than the stockholders of the Company (as defined below) as of immediately prior to the Effective Time and their successors and assignees in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Zhengdong Zou, in the capacity as the representative from and after the Effective Time for the stockholders o
SETTLEMENT AGREEMENT AND STIPULATIONSettlement Agreement and Stipulation • April 26th, 2021 • Borqs Technologies, Inc. • Services-computer integrated systems design • New York
This SETTLEMENT AGREEMENT AND STIPULATION (this “Agreement”), is dated as of December 14, 2020, by and between plaintiff LMFA Financing, LLC, a Florida limited liability company (the “Creditor”) and defendant Borqs Technologies, Inc., a company incorporated in the British Virgin Islands, with headquarters located at Building B23-A, Universal Business Park No. 10 Jiuxianqiao Road Chaoyang District, Beijing 100015, China (the “Company”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2017 • Borqs Technologies, Inc. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 18, 2017, by and among Pacific Special Acquisition Corp., a British Virgin Islands company with limited liability, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Borqs Technologies, Inc.” (including any successor entity thereto, the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • September 14th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design • California
This Intellectual Property Security Agreement (this “Agreement”) is entered into as of August 26, 2016 (the “Effective Date”), by and between PARTNERS FOR GROWTH IV, L.P. (“PFG”) and BORQS Hong Kong Limited, a private company limited by shares under Hong Kong law, registered with the Companies Registry under number 1151010 and with its principal address at Office B, 21/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong (“Grantor”), with reference to the following facts:
Share Pledge AgreementShare Pledge Agreement • August 6th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on October 18, 2016 in Beijing, the People’s Republic of China (“China” or the “PRC”):
SUBORDINATION AGREEMENT between SPD Silicon Valley Bank Co., Ltd. and Partners for Growth IV, L.P. Borrower: BORQS Hong Kong Limited Guarantor: BORQS International Holding CorpSubordination Agreement • September 14th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design • California
This Subordination Agreement (this “Agreement”) dated August 15, 2016, is between Partners for Growth IV, L.P., a Delaware limited partnership (“Creditor”), and SPD Silicon Valley Bank Co., Ltd., a PRC banking institution (“SSVB”).
