DEED OF GUARANTEE AND INDEMNITYGuarantee • March 15th, 2019 • Borqs Technologies, Inc. • Services-computer integrated systems design • Hong Kong
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
SHARE PLEDGE AGREEMENTShare Pledge Agreement • March 15th, 2019 • Borqs Technologies, Inc. • Services-computer integrated systems design • California
The undersigned (“Grantor”), the holder of Ownership Interests (as hereinafter defined) in its subsidiary specified below (“Subsidiary”), hereby irrevocably appoints Partners for Growth V, L.P., a Delaware limited partnership (“Lender”), as its agent, to vote all such Ownership Interests (as defined in the Share Pledge Agreement to which this Proxy is exhibited on the books of Subsidiary as of the Effective Date (and as of any future date if additional Ownership Interests are held by Grantor), at all meetings of equity holders and adjournments thereof, and in all written consents of equity holders, with respect to all matters that are or are required to be submitted to equity holders for approval. The foregoing appointment of Lender as its agent shall continue from the date of this Proxy until such time as all Obligations (other than inchoate indemnity obligations) under that certain Loan and Security Agreement between the undersigned and Lender (the “Loan Agreement”) have been paid an
Borqs Technologies, Inc. (as the Chargor) BOrqs International HOlding Corp (as the Company) and Partners for growth v, L.P. (as the Chargee)Mortgage • March 15th, 2019 • 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.
REAFFIRMATION OF INTELLECTUAL PROPERTY SECURITY AGREEMENT AND JOINDERSecurity Agreement and Joinder • March 15th, 2019 • Borqs Technologies, Inc. • Services-computer integrated systems design
THIS REAFFIRMATION OF INTELLECTUAL PROPERTY AND SECURITY AGREEMENT AND JOINDER (including related Collateral Agreements and Notices, this “Reaffirmation”) is dated as of March 8, 2019 (“the Reaffirmation Effective Date”), by and between Partners for Growth V, L.P., a Delaware limited partnership with its principal place of business at 1751 Tiburon Blvd., Tiburon, CA 94920 (“PFG”), each of BORQS Hong Kong Limited, a private company limited by shares under Hong Kong law, registered with the Companies Registry under number 1151010, with its address at Office B, 21/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong (the “Original Grantor”), and each of (i) BORQS Technologies (HK) Limited, a private company limited by shares under Hong Kong law, registered with the Companies Registry under number 2688549, with its address at Office B, 21/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong, (ii) BORQS Technologies, Inc., a BVI business company incorporated unde
DEBENTURE (constituting a fixed and floating charge over all the assets of Borqs Technologies, Inc.)Deed • March 15th, 2019 • Borqs Technologies, Inc. • Services-computer integrated systems design • Hong Kong
SHARE PLEDGE AGREEMENT between BORQS Hong Kong Limited (as pledgor) Borqs Communication Technology (Beijing) Ltd. (播思通讯技术（北京）有限公司) (as company) and PARTNERS FOR GROWTH V, L.P. (as pledgee) Date: March 8, 2019Share Pledge Agreement • March 15th, 2019 • Borqs Technologies, Inc. • Services-computer integrated systems design
A BORQS Hong Kong Limited, a company incorporated under the law of Hong Kong with its address at Office B, 21/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong (the “Pledgor”);
Amended and Restated Loan and Security AgreementLoan and Security Agreement • March 15th, 2019 • Borqs Technologies, Inc. • Services-computer integrated systems design • California
Borrower: BORQS Hong Kong Limited (播思微系統香港有限公司), a private company limited by shares incorporated under Hong Kong law, registered with the Companies Registry under number 1151010
Custody and Control AgreementCustody and Control Agreement • March 15th, 2019 • Borqs Technologies, Inc. • Services-computer integrated systems design • California
This Custody and Control Agreement (“Agreement”) is entered into as of March 8, 2019 (the “Effective Date”) among (i) PARTNERS FOR GROWTH V, L.P. (“Secured Party”), whose address is 1751 Tiburon Blvd., Tiburon CA 94920, (ii) PFG Managers, LLC, whose address 1751 Tiburon Blvd., Tiburon CA 94920 (“Custodian”), (iii) each of (A) BORQS Hong Kong Limited, a private company limited by shares under Hong Kong law, registered with the Companies Registry under number 1151010, with its address as of the Effective Date at Office B, 21/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong (“HK Pledgor”) and (B) BORQS International Holding Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands with registered number 192127, with its registered address at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“Cayman Pledgor” and, collectively with HK Pledgor, “Pledgor”), and (iv) HK Pledgor’s subsidiary, Borqs Software Solutions Private
