ORDINARY SHARES BORQS TECHNOLOGIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 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 and certain stockholders of the Company (the “Selling Stockholders”) named in Schedule D hereto severally propose to sell an aggregate of [__________] shares (the “Selling Stockholder Firm Shares” and collectively with the Company Firm Shares, the “Firm Shares”). Each Selling Stockholder has agreed to sell the number of Firm Shares set forth opposite such Selling Stockholder’s name in Schedule D hereto and, if and to the extent that the Representative shall have determined
Loan and Security AgreementLoan and Security Agreement • July 2nd, 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 V, 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 INDEMNITYDeed of Guarantee and Indemnity • July 2nd, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design • Hong Kong
Date: 30 April 2018 BORQS Hong Kong Limited as Chargor Partners for Growth V, L.P. as Lender DEBENTURE (constituting a fixed and floating charge over all the assets of BORQS Hong Kong Limited)Debenture • July 2nd, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design • Hong Kong
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 2nd, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design • California
This Intellectual Property Security Agreement (this “Agreement”) is entered into as of April 30, 2018 (the “Effective Date”), by and between PARTNERS FOR GROWTH V, L.P., a Delaware limited partnership (“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:
SUBORDINATION AGREEMENT between SPD Silicon Valley Bank Co., Ltd. and Partners for Growth V, L.P. Borrower: BORQS Hong Kong Limited Guarantor: BORQS International Holding CorpSubordination Agreement • July 2nd, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design • California
This Subordination Agreement (this “Agreement”) is dated April 30, 2018 and by and between Partners for Growth V, L.P., a Delaware limited partnership (“Creditor”), and SPD Silicon Valley Bank Co., Ltd., a PRC banking institution (“SSVB”), and is acknowledged by Creditor’s affiliate, Partners for Growth IV, L.P. (the “Prior Fund”) for purposes of Section 17 hereof.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 2nd, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design • California
This Intellectual Property Security Agreement (this “Agreement”) is entered into as of April 30, 2018 (the “Effective Date”), by and between PARTNERS FOR GROWTH V, L.P. (“PFG”) and BORQS International Holding Corp, a company duly incorporated and validly existing under and by virtue of the Laws of The Cayman Islands, registered under company number 192127 and with its registered office at P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (“Grantor”), with reference to the following facts:
WARNING THE TAKING OR SENDING BY ANY PERSON OF AN ORIGINAL OF THIS DOCUMENT INTO THE CAYMAN ISLANDS MAY GIVE RISE TO THE IMPOSITION OF CAYMAN ISLANDS STAMP DUTYEquitable Mortgage • July 2nd, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design
A The Chargor and the Company enter into this Mortgage to provide security for the continuing provision of credit facilities to the Borrower under the Loan Documents.
BANGALORE AFFIX STAMP DUTY RS 300/- VENDOR MASTER SERVICES AGREEMENT NUMBER BOR-189677Vendor Master Services Agreement • July 2nd, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design
THIS VENDOR MASTER SERVICES AGREEMENT (the “Agreement”) is entered into on ____________ and effective as of July 5, 2013 (the “Effective Date”) between QUALCOMM INDIA PRIVATE LTD., a company constituted under the laws of India and having its registered office at DEF Centre. 3rd Floor. Parliament Street. New Delhi India 110001 and having its place of business at Building No.8. 5th floor. Raheja IT Park Hitec City. Madhapur. Hyderabad Andhra Pradesh 500 081, India and its place of business at Plot No 125 — 127. EPIP IInd Phase. Whitefield. Bangalore -560066 (hereinafter referred to as “Qualcomm” which expression shall. unless repugnant to the context or meaning thereof, be deemed to mean and include the successors and permitted assigns of Qualcomm India Private Ltd., as well as divisions, subsidiaries and affiliates of Qualcomm India Private Ltd. and their successors and assigns), and Borqs Software Solutions Pvt. Ltd., a company incorporated under the Companies Act 1956, having its regi
ContractSecurities Agreement • July 2nd, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
WAIVER AND MODIFICATION NO. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 2nd, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design • California
This Waiver and Modification No. 2 to Loan and Security Agreement (this “Modification”) is entered into as of April 30, 2018 (the “Modification Effective Date”), by and between Partners for Growth IV, L.P., a Delaware limited partnership with its principal place of business at 1660 Tiburon Blvd., Suite D, Tiburon, California 94920 (“PFG”) and Borqs Hong Kong Limited, a Hong Kong company with its principal place of business at Office B, 21/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong (“Borrower”). This Modification amends that certain Loan and Security Agreement between PFG and Borrower dated as of August 26, 2016, as amended by that certain Modification No. 1 to Loan and Security Agreement dated as of October 4, 2017 (the “First Modification” and the Loan and Security Agreement as amended, the “Loan Agreement”). The Loan Agreement is modified herein inter alia for the purposes of amending the financial covenants under the Loan Agreement and accommodating an extens
