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.)
Date: 26 August 2016 BORQS Hong Kong Limited as GuarantorGuarantee • September 14th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design • Hong Kong
Date: 26 August 2016 BORQS Hong Kong Limited as ChargorBorqs Technologies, Inc. • September 14th, 2018 • Services-computer integrated systems design • Hong Kong
Unless otherwise defined herein, capitalised terms used in this Deed have the meaning given to such terms in the Loan Agreement (as defined below). In addition, in this Deed unless the context otherwise requires, the following expressions shall have the following meanings:
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:
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”).
Date: 26 August 2016Borqs Technologies, Inc. • September 14th, 2018 • Services-computer integrated systems design • Hong Kong
保证协议(最高额) Guarantee Agreement (Maximum Amount)Facility Agreement • September 14th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design
授信协议 Facility Agreement授信协议 Facility Agreement • September 14th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design • Macau
Pursuant to the terms and conditions of this Agreement (“the Agreement”), the Financing Bank agrees to make the facility available to the Client(s) as below (“the Facility”):
Amendment Agreement (修订函编号/Ref. No.: CL201508001-001) 隶属于/Belonging to: 授信协议/Facility Agreement (编号/Ref. No.: CL201508001)Borqs Technologies, Inc. • September 14th, 2018 • Services-computer integrated systems design
SPD SILICON VALLEY BANK CO., LTD. (as financing bank) and the Client (as borrower) have entered into a Facility Agreement (“Facility Agreement”) dated August 31st, 2015 (Ref. No. CL201508001) and other related documents (together with any modification, amendment, supplement of/to the foregoing, hereinafter as the “Finance Documents”). Pursuant to the Finance Documents, the Financing Bank agrees to make available to the Client the facility up to USD3,000,000.00 (hereinafter as the “Facility”). Based on the foregoing, the parties hereby further agree to reach the amendment and/or supplementary clause as below (hereinafter as the “Amendment Agreement”).
Guarantee Agreement (Maximum Amount) For Corporate Guarantor (文件编号/Ref No.: CL201606008-GA-002)Amendment Agreement • September 14th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design
For the security of the well performance of the obligations under the Principal Contract (as defined hereunder) by the Debtor (as defined hereunder) and ensuring the recovery of the Bank’s right of credit, the Guarantor hereof agrees to assume the guarantee liability as agreed herein.
Amendment Agreement (修订函编号/Ref. No.: CL201508001-003) 隶属于/Belonging to: 授信协议/Facility Agreement (编号/Ref. No.: CL201508001)Amendment Agreement • September 14th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design
Pledge Agreement of Accounts Receivable(Maximum Amount) (文件编号/Ref No.: CL201606008-AR)Facility Agreement • September 14th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design
For the security of the well performance of the obligations under the Principal Contract (as defined hereunder) by the Debtor (as defined hereunder) and ensuring the recovery of the Pledgee’s right of credit, the Pledgor hereof agrees to set up a pledge to the Pledgee with the Accounts Receivable stipulated hereunder, and to designate the Pledgee hereunder as the first-priority pledgee.
Amendment AgreementAmendment Agreement • September 14th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design
SPD SILICON VALLEY BANK CO., LTD. (as Financing Bank) and the Client (as borrower) have entered into the Facility Agreement for Working Capital Loans dated Jul. 20th, 2016 (Ref. No.: CL201606008), an Amendment Agreement dated , 2017 (Ref. No.: CL201606008-001) (such Facility Agreement for Working Capital Loans and Amendment Agreements shall be hereinafter collectively referred to as the “Facility Agreement”) and other related documents (together with any modification, amendment, supplement of/to the foregoing, hereinafter as the “Finance Documents”). Pursuant to the Finance Documents, the Financing Bank agrees to make available to the Clients the facility up to RMB15,000,000.00 (hereinafter as the “Facility”). Based on the foregoing, the parties hereby further agree to reach the amendment and/or supplementary clause as below (hereinafter as the “Amendment Agreement”).
Amendment Agreement (修订函编号/Ref. No.: CL201606008-003) 隶属于/Belonging to: 授信协议/Facility Agreement (编号/Ref. No.: CL201606008)Amendment Agreement • September 14th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design
Facility Agreement For working capital loans (文件编号/Ref No.: CL201606008)Facility Agreement • September 14th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design • Macau
Pursuant to the terms and conditions of this Agreement (“the Agreement”), the Financing Bank agrees to make the facility available to the Client(s) as below (“the Facility”):
Amendment Agreement (修订函编号/Ref. No.: CL201508001-002) 隶属于/Belonging to: 授信协议/Facility Agreement (编号/Ref. No.: CL201508001)Amendment Agreement • September 14th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design
SPD SILICON VALLEY BANK CO., LTD. (as Financing Bank) and the Client (as borrower) have entered into the Facility Agreement for Working Capital Loans dated Aug. 31st, 2015 (Ref. No.: CL201508001), an Amendment Agreement dated Jul. 20th, 2016 (Ref. No.: CL201508001-001) (such Facility Agreement for Working Capital Loans and Amendment Agreements shall be hereinafter collectively referred to as the “Facility Agreement”) and other related documents (together with any modification, amendment, supplement of/to the foregoing, hereinafter as the “Finance Documents”). Pursuant to the Finance Documents, the Financing Bank agrees to make available to the Clients the facility up to USD5,000,000.00 (hereinafter as the “Facility”). Based on the foregoing, the parties hereby further agree to reach the amendment and/or supplementary clause as below (hereinafter as the “Amendment Agreement”).
Amendment Agreement (修订函编号/Ref. No.: CL201606008-001) 隶属于/Belonging to: 授信协议/Facility Agreement (编号/Ref. No.: CL201606008)Amendment Agreement • September 14th, 2018 • Borqs Technologies, Inc. • Services-computer integrated systems design
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 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:
