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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/04/20 Borqs Technologies, Inc. 20-F 12/31/18 139:10M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 1.41M
2: EX-2.4 Description of Securities HTML 61K
3: EX-4.63 Formal Commercial Cooperation Agreement for Mobile HTML 45K
Communication Resale Business, Dated June 5, 2018,
by and Between Yuantel (Beijing) Investment
Management Co., Ltd. and China Unicom
4: EX-4.64 Memorandum of Understanding of Equity Transfer and HTML 45K
Incentive, Dated November 8, 2018, Between Beijing
Big Cloud Century Network Technology Co., Ltd. and
Jinan Yuantel Communication Technology LLP
5: EX-4.65 Ownership Transfer Agreement, Dated February 14, HTML 57K
2019, Between Beijing Big Cloud Century Network
Technology Co., Ltd. and Jinggangshan Leiyi
Venture Capital LLP
6: EX-4.66 10% Equity Transfer Agreement, Dated February 28, HTML 51K
2019, by and Between Beijing Big Cloud Network
Techonology Co., Ltd. and Jinan Yuantel
Communications Technology Partnership
7: EX-4.67 Mobile Communication Resale Business Cooperation HTML 71K
Agreement, Dated January 10, 2018, by and Between
Yuantel (Beijing) Investment Management Co., Ltd.
and China Unicom
8: EX-4.69 Waiver, Consent and Modification to Loan and HTML 69K
Security Agreement, Dated June 28, 2019, by and
Among Pfg4, Borqs Hk, Borqs International, and the
Company
9: EX-4.70 Waiver, Consent and Modification No. 1 to Amended HTML 64K
and Restated Loan and Security Agreement, Dated
June 28, 2019, by and Among Pfg5, Borqs Hk, Borqs
International, and the Company
10: EX-4.71 Supplementary Agreement 1 of the "Mobile HTML 44K
Communication Resale Business Cooperation
Agreement," Dated January 16, 2019, by and Between
Yuantel (Beijing) Investment Management Co., Ltd.
and China Unicom
11: EX-4.72 20% Equity Transfer Agreement, Dated February 28, HTML 53K
2019, by and Between Beijing Big Cloud Network
Techonology Co., Ltd. and Jinan Yuantel
Communications Technology Partnership
12: EX-4.73 Letter Agreement HTML 70K
13: EX-4.74 Supplemental Letter to That Engagement Letter HTML 50K
Dated December 4, 2019
14: EX-4.75 Strategic Cooperation Agreement HTML 54K
15: EX-8.1 List of Subsidiaries HTML 36K
18: EX-13.1 Annual or Quarterly Report to Security Holders HTML 36K
19: EX-13.2 Annual or Quarterly Report to Security Holders HTML 36K
16: EX-12.1 Statement re: Computation of Ratios HTML 40K
17: EX-12.2 Statement re: Computation of Ratios HTML 40K
69: R1 Document and Entity Information HTML 77K
115: R2 Consolidated Balance Sheets HTML 173K
100: R3 Consolidated Balance Sheets (Parenthetical) HTML 49K
26: R4 Consolidated Statement of Operations HTML 185K
70: R5 Consolidated Statement of Comprehensive Income HTML 62K
(Loss)
117: R6 Consolidated Statements of Shareholders' (Deficit) HTML 108K
Equity
102: R7 Consolidated Statements of Cash Flows HTML 206K
29: R8 Organization HTML 133K
68: R9 Summary of Significant Accounting Policies HTML 113K
98: R10 Concentration of Risks HTML 50K
118: R11 Acquisitions HTML 46K
66: R12 Inventories, Net HTML 44K
27: R13 Prepaid Expenses and Other Current Assets, Net HTML 46K
99: R14 Property and Equipment, Net HTML 51K
119: R15 Intangible Assets, Net HTML 50K
67: R16 Long-Term Investments HTML 41K
28: R17 Bank and Other Borrowings HTML 61K
101: R18 Accrued Expenses and Other Payables HTML 45K
116: R19 Deferred Government Grants HTML 45K
64: R20 Accumulated Other Comprehensive Loss HTML 44K
50: R21 Mainland China Employee Contribution Plan HTML 39K
92: R22 Share Based Compensation HTML 87K
138: R23 Taxation HTML 91K
65: R24 Related Party Transactions HTML 56K
51: R25 Restricted Net Assets HTML 42K
93: R26 Convertible Redeemable Preferred Shares HTML 61K
139: R27 Earnings (Loss) Per Share HTML 61K
63: R28 Commitments and Contingencies HTML 53K
53: R29 Segment Reporting HTML 46K
35: R30 Subsequent Events HTML 50K
73: R31 Fair Value Measurements HTML 53K
114: R32 Parent Company Only Condensed Financial HTML 93K
Information
95: R33 Summary of Significant Accounting Policies HTML 194K
(Policies)
33: R34 Organization (Tables) HTML 112K
72: R35 Summary of Significant Accounting Policies HTML 43K
(Tables)
113: R36 Inventories, Net (Tables) HTML 45K
94: R37 Prepaid Expenses and Other Current Assets, Net HTML 46K
(Tables)
31: R38 Property and Equipment, Net (Tables) HTML 52K
74: R39 Intangible Assets, Net (Tables) HTML 52K
45: R40 Bank and Other Borrowings (Tables) HTML 56K
55: R41 Accrued Expenses and Other Payables (Tables) HTML 44K
137: R42 Deferred Government Grants (Tables) HTML 43K
91: R43 Accumulated Other Comprehensive Loss (Tables) HTML 44K
44: R44 Share Based Compensation (Tables) HTML 87K
54: R45 Taxation (Tables) HTML 84K
136: R46 Related Party Transactions (Tables) HTML 53K
90: R47 Convertible Redeemable Preferred Shares (Tables) HTML 42K
43: R48 Earnings (Loss) Per Share (Tables) HTML 60K
56: R49 Commitments and Contingencies (Tables) HTML 45K
78: R50 Segment Reporting (Tables) HTML 46K
36: R51 Fair Value Measurements (Tables) HTML 53K
109: R52 Parent Company Only condensed Financial HTML 95K
Information (Tables)
128: R53 Organization (Details) HTML 62K
79: R54 Organization (Details 1) HTML 132K
37: R55 Organization (Details 2) HTML 84K
110: R56 Organization (Details 3) HTML 92K
129: R57 Organization (Details Textual) HTML 64K
77: R58 Summary of Significant Accounting Policies HTML 51K
(Details)
38: R59 Summary of Significant Accounting Policies HTML 46K
(Details 1)
84: R60 Summary of Significant Accounting Policies HTML 67K
(Details Textual)
132: R61 Concentration of Risks (Details) HTML 71K
58: R62 Acquisitions (Details) HTML 64K
46: R63 Inventories, Net (Details) HTML 54K
87: R64 Inventories, Net (Details Textual) HTML 39K
135: R65 Prepaid Expenses and Other Current Assets, Net HTML 65K
(Details)
61: R66 Prepaid Expenses and Other Current Assets, Net HTML 38K
(Details Textual)
49: R67 Property and Equipment, Net (Details) HTML 54K
88: R68 Property and Equipment, Net (Details 1) HTML 48K
130: R69 Property and Equipment, Net (Details Textual) HTML 39K
125: R70 Intangible Assets, Net (Details) HTML 54K
108: R71 Intangible Assets, Net (Details 1) HTML 51K
42: R72 Intangible Assets, Net (Details Textual) HTML 40K
83: R73 Goodwill (Details) HTML 41K
120: R74 Long-Term Investments (Details) HTML 58K
105: R75 Bank and Other Borrowings (Details) HTML 46K
39: R76 Bank and Other Borrowings (Details Textual) HTML 107K
80: R77 Accrued Expenses and Other Payables (Details) HTML 61K
127: R78 Deferred Government Grants (Details) HTML 45K
104: R79 Accumulated Other Comprehensive Loss (Details) HTML 47K
123: R80 Mainland China Employee Contribution Plan HTML 40K
(Details)
107: R81 Share Based Compensation (Details) HTML 70K
41: R82 Share Based Compensation (Details 1) HTML 72K
82: R83 Share Based Compensation (Details 2) HTML 60K
122: R84 Share Based Compensation (Details 3) HTML 47K
106: R85 Share Based Compensation (Details Textual) HTML 89K
40: R86 Taxation (Details) HTML 46K
81: R87 Taxation (Details 1) HTML 46K
126: R88 Taxation (Details 2) HTML 73K
103: R89 Taxation (Details 3) HTML 63K
85: R90 Taxation (Details 4) HTML 49K
133: R91 Taxation (Details Textual) HTML 84K
59: R92 Related Party Transactions (Details) HTML 47K
47: R93 Related Party Transactions (Details 1) HTML 60K
86: R94 Related Party Transactions (Details Textual) HTML 49K
134: R95 Restricted Net Assets (Details) HTML 45K
60: R96 Convertible Redeemable Preferred Shares (Details) HTML 48K
48: R97 Convertible Redeemable Preferred Shares (Details HTML 101K
Textual)
89: R98 Earnings (Loss) Per Share (Details) HTML 112K
131: R99 Commitments and Contingencies (Details) HTML 52K
76: R100 Commitments and Contingencies (Details 1) HTML 44K
32: R101 Commitments and Contingencies (Details Textual) HTML 53K
97: R102 Segment Reporting (Details) HTML 50K
112: R103 Segment Reporting (Details Textual) HTML 38K
75: R104 Subsequent Events (Details) HTML 78K
30: R105 Fair Value Measurements (Details) HTML 43K
96: R106 Fair Value Measurements (Details 1) HTML 43K
111: R107 Parent Company Only condensed Financial HTML 106K
Information (Details)
71: R108 Parent Company Only condensed Financial HTML 62K
Information (Details 1)
34: R109 Parent Company Only condensed Financial HTML 60K
Information (Details 2)
52: R110 Parent Company Only condensed Financial HTML 61K
Information (Details 3)
62: R111 Parent Company Only condensed Financial HTML 43K
Information (Details 4)
121: XML IDEA XML File -- Filing Summary XML 245K
57: EXCEL IDEA Workbook of Financial Reports XLSX 156K
20: EX-101.INS XBRL Instance -- brqs-20181231 XML 2.69M
22: EX-101.CAL XBRL Calculations -- brqs-20181231_cal XML 335K
23: EX-101.DEF XBRL Definitions -- brqs-20181231_def XML 872K
24: EX-101.LAB XBRL Labels -- brqs-20181231_lab XML 1.73M
25: EX-101.PRE XBRL Presentations -- brqs-20181231_pre XML 1.37M
21: EX-101.SCH XBRL Schema -- brqs-20181231 XSD 301K
124: ZIP XBRL Zipped Folder -- 0001213900-20-002443-xbrl Zip 254K
Exhibit 4.69
PFG IV
WAIVER, CONSENT AND MODIFICATION TO
LOAN AND SECURITY AGREEMENT
This Waiver and Modification to Loan and Security Agreement (this “Modification”) is entered into as of June 28, 2019 (the “Modification Effective Date”), by and between Partners for Growth IV, L.P., a Delaware limited partnership with its principal place of business at 1751 Tiburon Blvd., Tiburon, California 94920 (“PFG”) Borqs Hong Kong Limited, a Hong Kong company, and Borqs Technologies (HK) Limited, each with its principal place of business at Office B, 21/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong (“Borrower”), and BORQS International Holding Corp, a Cayman Islands company (“Holdings”) as guarantor of the obligations of Borrower under that certain Loan and Security Agreement between PFG and Borrower dated as of August 26, 2016 (as amended, the “Loan Agreement”). Capitalized terms used but not defined herein have their meanings as set forth in the Loan Agreement.
RECITALS
WHEREAS, Borrower is currently in default under the Loan Agreement due to its having failed to meet the minimum Revenues financial covenant for the reporting periods ending December 31, 2018 and March 31, 2019 and the minimum EBITDA financial covenants set forth in the Loan Agreement for the reporting periods ending February 28, 2019, March 31, 2019 and April 30, 2019 (the “Current Defaults”) and for its anticipated failure to meet the minimum Revenues financial covenant for the reporting period ending June 30, 2019 and the minimum EBITDA financial covenant for the reporting periods ending May 31, 2019 and June 30, 2019 (the “Anticipated Defaults” and, together with the Current Defaults, the “Specified Defaults”);
WHEREAS, Borrower desires to consummate the sale of its equity ownership in a mobile virtual network operator business as disclosed to PFG (the “Yuantel Sale”), for which PFG’s consent is required under the Loan Agreement;
WHEREAS, the parties desire to adjust the minimum performance thresholds under the Loan Agreement to facilitate Borrower’s ability to reasonably comply with the Loan Agreement;
NOW THEREFORE, the parties hereby agree as follows:
1. DESCRIPTION OF EXISTING INDEBTEDNESS: As of the Modification Effective Date, Borrower is directly indebted to PFG for the Obligations pursuant to the Existing Loan Documents (as defined below) in the aggregate principal amount of $500,000 under a term loan.
2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the Collateral, as described in the Loan Agreement, in that certain Intellectual Property Security Agreement and related Collateral Agreements and Notices of even date with the Loan Agreement, Deeds of Guaranty, Debentures, Hong Kong Security Documents, BVI Security Documents, Cayman Security Documents and such documents, agreements and instruments as were entered into in contemplation of the Loan Agreement. The above-described security documents, together with all other documents securing and/or perfecting security interests in the repayment of the Obligations, shall be referred to herein as the “Security Documents”. Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations are referred to as the “Existing Loan Documents”.
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3. DESCRIPTION OF CHANGES IN TERMS. As from the Modification Effective Date:
3.1 Section 5 of the Schedules. The first (operative) paragraph of Section 5 of Schedule 3 Loan Agreement (made applicable to all Schedules) is hereby restated to read in its entirety as follows, with the remaining parts of the Section to remain unamended):
| “(Section 4.1): | The Group shall meet or exceed (i) Revenues of $27,500,000 on a calendar quarterly basis commencing with the quarter ending September 30, 2019, and (ii) three (3) month trailing EBITDA of not less than $1,350,000, tested monthly commencing with the month ending August 31, 2019; provided, however, if the Group fails to meet the foregoing minimum Revenues requirement, such failure may be cured by the Group meeting for any such non-compliant reporting period trailing twelve (12) month Revenues of not less than $120,000,000.” |
3.2 Restated Compliance Certificate. The Compliance Certificate is amended and restated in the form appended as Exhibit B hereto.
4. ACKNOWLEDGMENT OF SPECIFIED DEFAULTS; WAIVER. Borrower acknowledges that it is currently in default under the Loan Agreement due to the Specified Defaults as set forth in the Recitals hereto. If no Default or Event of Default has occurred and is continuing under the Loan Agreement, other than the Specified Defaults and the conditions set forth in Section 7 are timely satisfied, PFG shall be deemed to have forever waived the Specified Defaults. Borrower hereby acknowledges and agrees that except as specifically provided herein, nothing in this Section or anywhere in this Modification shall be deemed or otherwise construed as a waiver by PFG of any of its rights and remedies pursuant to the Existing Loan Documents, applicable law or otherwise. The waiver of Specified Defaults set forth in this Modification shall be limited precisely as written and shall not be deemed (a) to be a forbearance, waiver or modification of any other term or condition of the Loan Agreement or of any other instrument or agreement referred to therein or to prejudice any right or remedy which PFG may now have or may have in the future under or in connection with the Loan Agreement, the Existing Loan Documents or any instrument or agreement referred to therein; (b) to be a consent to any future amendment or modification, forbearance or waiver to any instrument or agreement the execution and delivery of which is consented to hereby, or to any waiver of any of the provisions thereof; or (c) to limit or impair PFG’s right to demand strict performance of all terms and covenants as of any date, subject to this Modification. The Loan Agreement, as amended by this Modification, shall continue in full force and effect.
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5. Representations And Warranties OF OBLIGOR. Each Obligor hereby represents and warrants that:
(a) immediately upon giving effect to this Modification (i) the representations and warranties contained in the Existing Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent qualified in the updated Representations deliverable to PFG on or before the Modification Effective Date), and (ii) no Event of Default has occurred and is continuing, other than the Specified Defaults;
(b) it has the corporate power and authority to execute and deliver this Modification and to perform its respective obligations under the Existing Loan Documents, as amended by this Modification, and in the case of Group Parent, its obligations in relation to the conversion of the Schedule 2 Loan;
(c) its Constitutional Documents as last delivered to PFG remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;
(d) it has duly executed and delivered this Modification and the performance by it of its obligations under the Existing Loan Documents, as amended by this Modification, and any required consents, including of shareholders, have been duly secured;
(e) this Modification constitutes (i) its binding obligation, enforceable against it in accordance with the terms of this Modification, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights, and (ii) a reaffirmation of its respective obligations under the Existing Loan Documents applicable to it, including under the Hong Kong Security Documents, the Cayman Security Documents, and the BVI Security Documents;
(f) as of the date hereof, it has no defenses against its obligation to repay the Obligations, it has no claims of any kind against PFG and it acknowledges that PFG has acted in good faith and in a commercially reasonable manner in connection with this Modification and the Existing Loan Documents;
(g) the Security Documents relating to Intellectual Property either disclose an accurate, complete and current listing of all Collateral that consists of Intellectual Property; and
(h) it hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in the Representations previously delivered to PFG by Borrower, and acknowledges, confirms and agrees that, subject to the update to the Representations to be provided under Section 7 hereof, the disclosures and information provided to PFG therein remain true, correct, accurate and complete in all material respects as of the Modification Effective Date.
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Each Obligor understands and acknowledges that PFG is entering into this Modification in reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate.
6. CONTINUING VALIDITY. Each of Borrower and Group Parent understands and agrees that in modifying the existing Obligations, PFG is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Modification, the terms of the Existing Loan Documents remain unchanged and in full force and effect. PFG’s agreement to modifications to the existing Obligations in no way shall obligate PFG to make any future consents, waivers or modifications to the Obligations. Nothing in this Modification shall constitute a satisfaction of the Obligations or a waiver of any default under the Existing Loan Documents. It is the intention of PFG and Borrower to retain as liable parties all makers and endorsers, if any, of the Existing Loan Documents, unless the party is expressly released by PFG in writing. Unless expressly released herein, no maker, endorser, or guarantor will be released by virtue of this Modification. The terms of this paragraph apply not only to this Modification, but also to all subsequent loan modifications.
7. CONDITIONS. The effectiveness of this Modification is conditioned upon each of:
7.1 Execution and Delivery. Each Obligor shall have duly executed and delivered a counterpart of this Modification to PFG.
7.2 Lender Expenses. Promptly upon PFG invoice, Borrower shall have promptly paid all Lender Expenses noticed by PFG in connection with this Modification.
7.3 Waiver and Modification Fee. Promptly upon PFG invoice, Borrower shall have promptly paid PFG a fee in consideration of this Modification in the amount of $1,091 provided, however, if Borrower fails to meet either of the Revenue or EBITDA threshold under Section 5 of the Schedule, as amended by this Modification (regardless of whether Borrower’s performance is measured for any particular period for purposes of compliance with the Loan Agreement), then the above-referenced fee shall increase to $1,455.
7.4 Updated Representations. Within ten (10) Business Days from the Modification Effective Date, Borrower shall have provided an update to the Representations.
The failure of any of the conditions set forth in this Section 7 shall constitute an immediate Event of Default.
8. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.
9. CONSENT. PFG hereby consents to the Yuantel Sale substantially as disclosed to PFG and confirms and acknowledges that the entry into and consummation of the Yuantel Sale by the Borrower, shall not constitute a breach of any obligations or covenants, including under Section 4.6 of the Loan Agreement or otherwise be deemed an Event of Default under any of the PFG Loan Documents.
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10. RATIFICATION OF EXISTING LOAN DOCUMENTS; FURTHER ASSURANCES. Borrower (a) acknowledges and agrees that (i) each of the Existing Loan Documents remains in full force and effect in accordance with the original terms, except as expressly modified hereby, (ii) the Liens granted by the Borrower to PFG under the Existing Loan Documents shall remain in place, unimpaired by the transactions contemplated by this Agreement, and PFG’s priority with respect thereto shall not be affected hereby or thereby, and (iii) the Loan Agreement and the other Existing Loan Documents shall continue to secure all Obligations as stated therein except as expressly amended and modified by this Modification; (b) Borrower ratifies, reaffirms, restates and incorporates by reference all of its representations, warranties, covenants, and agreements made under the Existing Loan Documents; (c) Borrower hereby ratifies, confirms, and reaffirms that the Obligations include, without limitation, the Loans, and any future modifications, amendments, substitutions or renewals thereof; (d) Borrower has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against PFG or any past, present or future agent, attorney, legal representative, predecessor-in-interest, affiliate, successor, assign, employee, director or officer of PFG, directly or indirectly, arising out of, based upon, or in any manner connected with, any transaction, event, circumstance, action, failure to act, or occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted, or began prior to the execution of this Agreement and accrued, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of the terms or conditions of the Existing Loan Documents, or which directly or indirectly relate to or arise out of or in any manner are connected with any of the Existing Loan Documents; (e) Borrower and PFG confirm that neither party has heretofore waived or modified, and has not agreed to waive or modify, any term of the Existing Loan Documents, and any actions that Borrower takes or fails to take (including the expenditure of any funds) is voluntary, informed and taken at its own risk; and (g) Borrower shall, from and after the execution of this Agreement, execute and deliver to PFG whatever additional documents, instruments, and agreements that PFG may reasonably require in order to perfect the Collateral granted in the Loan Agreement more securely in PFG and to otherwise give effect to the terms and conditions of this Modification. Nothing in this Modification shall constitute a satisfaction of the Obligations or a waiver of any default under the Existing Loan Documents, except of the Specified Defaults to the extent waived herein. It is the intention of PFG and Borrower to retain as liable parties all makers and endorsers, if any, of the Existing Loan Documents, unless the party is expressly released by PFG in writing. Unless expressly released herein, no maker, endorser, or guarantor will be released by virtue of this Modification. The terms of this paragraph apply not only to this Modification, but also to all subsequent loan modification agreements.
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11. INTEGRATION; CONSTRUCTION. This Modification, the Loan Agreement and the Existing Loan Documents (as modified) and any documents executed in connection herewith or pursuant hereto contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, offers and negotiations, oral or written, with respect thereto and no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding, if any, involving this Modification; provided, however, that any financing statements or other agreements or instruments filed by PFG with respect to Borrower shall remain in full force and effect. The Existing Loan Documents are hereby amended wherever necessary to reflect the modifications set forth in this Modification. The quotation marks around modified clauses set forth herein and any differing font styles in which such clauses are presented herein are for ease of reading only and shall be ignored for purposes of construing and interpreting this Modification. This Modification is subject to the General Provisions of Section 8 of the Loan Agreement, each of which are incorporated herein as if set forth in this Modification.
12. ADVICE OF COUNSEL. PFG and Borrower have prepared this Modification and all documents, instruments, and agreements incidental hereto with the aid and assistance of their respective counsel. Accordingly, all of them shall be deemed to have been drafted by PFG and Borrower and shall not be construed against the PFG or Borrower.
13. ILLEGALITY OR UNENFORCEABILITY. Any determination that any provision or application of this Modification or the Loan Agreement is invalid, illegal, or unenforceable in any respect, or in any instance, shall not affect the validity, legality, or enforceability of any such provision in any other instance, or the validity, legality, or enforceability of any other provision of this Agreement.
14. Governing Law; Venue. THIS MODIFICATION SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. Borrower and PFG submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California, in connection with any proceeding or dispute arising in connection herewith.
[Signature Page Follows]
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This Modification to Loan and Security Agreement is executed as of the date first written above.
| Executed and Delivered as a Deed by | ) | PARTNERS FOR GROWTH IV, L.P. | ||
| BORQS Hong Kong Limited | ) | |||
Acting by: |
||||
| /s/ Pat Sek Yuen Chan | By: | /s/ Geoffrey Allan | ||
Name: Pat Sek Yuen Chan |
Name: Geoffrey Allan |
|||
| Title: Chief Executive Officer | Title:
Manager, Partners for Growth IV, LLC, its |
|||
in the presence of : |
|
|||
| /s/ Anthony K. Chan | ||||
| Witness name: Anthony K. Chan | ||||
| Witness occupation: Chief Financial Officer | ||||
| Executed and Delivered as a Deed by | ) | Executed and Delivered as a Deed by | ) | |
| BORQS Technologies (HK) Limited | ) | BORQS International Holding Corp | ) | |
| Acting by: | Acting by: | |||
| /s/ Pat Sek Yuen Chan | /s/ Pat Sek Yuen Chan |
|||
| Name: Pat Sek Yuen Chan | Name: Pat Sek Yuen Chan |
|||
Title: Chief Executive Officer |
Title: Chief Executive Officer |
|||
| in the presence of : | in the presence of : | |||
/s/ Anthony K. Chan |
/s/ Anthony K. Chan |
|||
Witness name: Anthony K. Chan |
Witness name: Anthony K. Chan |
|||
| Witness occupation: Chief Financial Officer | Witness occupation: Chief Financial Officer |
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| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 2/4/20 | 6-K, SC 13G/A | ||
| Filed on: | 2/3/20 | |||
| 9/30/19 | ||||
| 8/31/19 | ||||
| 6/30/19 | ||||
| 6/28/19 | ||||
| 5/31/19 | ||||
| 4/30/19 | NT 20-F | |||
| 3/31/19 | ||||
| 2/28/19 | ||||
| For Period end: | 12/31/18 | NT 20-F | ||
| 8/26/16 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/15/23 Borqs Technologies, Inc. 20-F 12/31/22 139:13M EdgarAgents LLC/FA 5/02/22 Borqs Technologies, Inc. 20-F 12/31/21 151:14M EdgarAgents LLC/FA 3/25/22 Borqs Technologies, Inc. F-1/A 3:1M EdgarAgents LLC/FA 2/16/22 Borqs Technologies, Inc. F-1/A 3:950K EdgarAgents LLC/FA 1/12/22 Borqs Technologies, Inc. F-1/A 2:843K EdgarAgents LLC/FA 12/17/21 Borqs Technologies, Inc. F-1/A 3:887K EdgarAgents LLC/FA 12/07/21 Borqs Technologies, Inc. F-1/A 3:728K EdgarAgents LLC/FA 11/04/21 Borqs Technologies, Inc. F-1/A 5:1.5M EdgarAgents LLC/FA 9/28/21 Borqs Technologies, Inc. F-1 5:667K EdgarAgents LLC/FA 6/21/21 Borqs Technologies, Inc. F-1 5:430K EdgarAgents LLC/FA 4/29/21 Borqs Technologies, Inc. F-1/A 3:552K EdgarAgents LLC/FA 4/27/21 Borqs Technologies, Inc. F-1 3:454K EdgarAgents LLC/FA 4/26/21 Borqs Technologies, Inc. 20-F 12/31/20 136:14M EdgarAgents LLC/FA 9/30/20 Borqs Technologies, Inc. 20-F 12/31/19 133:10M EdgarAgents LLC/FA |