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”).
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
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
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”).
Borqs Wireless Ltd. Employment ContractBorqs Technologies, Inc. • August 24th, 2017 • Blank checks
This employment contract (hereinafter, “this Contract”) is being concluded and signed by and between Borqs Wireless Ltd., a limited liability company incorporated in accordance with the laws of the People’s Republic of China (hereinafter, the “Company”) and Mr./Ms. Xiaobo LI (hereinafter, the “Employee”) on July 1, 2013.
WARRANTWarrant • August 24th, 2017 • Borqs Technologies, Inc. • Blank checks • Virgin Islands
LOCK-UP AGREEMENTLock-Up Agreement • August 24th, 2017 • Borqs Technologies, Inc. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of August [__], 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.
PARTIAL ASSIGNMENT AND AMENDMENT OF BACKSTOP AND SUBSCRIPTION AGREEMENTBackstop and Subscription Agreement • August 24th, 2017 • Borqs Technologies, Inc. • Blank checks
This PARTIAL ASSIGNMENT AND AMENDMENT OF BACKSTOP AND SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of August 18, 2017, by and between Zhengqi International Holding Limited, a company incorporated in the British Virgin Islands (the “Assignor”), EarlyBirdCapital, Inc. (“Assignee”), Pacific Special Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), and Borqs International Holding Corp, an exempted company incorporated under the laws of the Cayman Islands with limited liability (“Borqs”). Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Backstop Agreement (as defined below).
ESCROW AGREEMENTEscrow Agreement • August 24th, 2017 • Borqs Technologies, Inc. • Blank checks • New York
This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of August 18, 2017, by and among: (i) Pacific Special Acquisition Corp., a business company incorporated in the British Virgin Islands with limited liability (“Purchaser”); (ii) Zhengqi International Holding Limited, a company incorporated in the British Virgin Islands, in the capacity under the Merger Agreement (as defined below) as the Purchaser Representative (the “Purchaser Representative”); (iii) Zhengdong Zou, in the capacity under the Merger Agreement as the Seller Representative (the “Seller Representative”); and (iv) Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Merger Agreement.
CONSULTING AGREEMENTConsulting Agreement • August 24th, 2017 • Borqs Technologies, Inc. • Blank checks
This Consulting Agreement (“Agreement”) is made and entered into as of April 1, 2015 by and between BORQS Hong Kong Ltd., with an address of Rm 512,5/F, Tower 1, Silvercord, 30 Canton Road, TST, Kowloon, Hong Kong (the “Company”), and United Dash Holdings Limited, a BVI company (“UDH” or the “Consultant”) with an address of 25D, Tower 6, The Palazzo, 28 Lok King Street, Shatin N.T., Hong Kong. Company desires to retain Consultant as an independent contractor to perform consulting services for Company and Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2017 • Borqs Technologies, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 18, 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”).
