MERGER AGREEMENT by and amongMerger Agreement • January 3rd, 2017 • Pacific Special Acquisition Corp. • Blank checks • New York
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • January 3rd, 2017 • Pacific Special Acquisition Corp. • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [●], 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”). Any c
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • January 3rd, 2017 • Pacific Special Acquisition Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of [●], 2017 by and among (i) Pacific Special Acquisition Corp., a British Virgin Islands business 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, “Purchaser”), (ii) Zhengqi International Holding Limited, a business company incorporated in the British Virgin Islands with limited liability, in its capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative in accordance with the Merger Agreement, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2017 • Pacific Special Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2017, by and among (i) 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”), (ii) Zhengqi International Holding Limited, a business company incorporated in the British Virgin Islands with limited liability, in its capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative in accordance with the Merger Agreement, the “Purchaser Representative”) and (iii) the undersigned parties listed as Investors on Exhibit A hereto and under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
