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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 4.73
American West Pacific International Investment Corp.
555 California Street, Suite 4925
STRICTLY CONFIDENTIAL
Anthony K. Chan
Borqs Technologies, Inc.
Building B23-A
Universal Business Park
No. 10 Jiuxianqiao Road
Chaoyang District
Beijing 100015
China
| Re: | Representation |
Dear Mr. Chan:
This letter will confirm our understanding that Borqs Technologies, Inc. (the “Company” or “Borqs”) has engaged American West Pacific International Investment Corp. (“AWP”) to act as the Company’s non-exclusive advisor in connection with identifying, reviewing and structuring strategic alliances, including but not limited to, identifying strategic business and governmental contacts, partners, customers and entities which may assist or are synergistic to the Company’s business subject to the terms and conditions of this letter agreement (this “Agreement”).
| Section 1. | Engagement as Consultant. For a period of 12 months following the date hereof (the “Engagement Period”), AWP will serve as a non-exclusive representative to identify, review and advise the Company with respect to strategic alliances, including identifying strategic business and governmental contacts, partners, customers and entities which may assist or are synergistic to the Company’s business. In addition, AWP will assist the Company to identify and negotiate with sources of financing including debt and/or equity during the term of this agreement. It will be the Company’s sole decision whether it will acquire or invest in the businesses or products identified by AWP, or to proceed with any financing transaction provided for consideration to the Company through the efforts of AWP. AWP’s engagement by the Company is as a consultant and AWP has not entered into a fiduciary relationship with the Company. |
C:
Anthony K. Chan
Borqs Technologies, Inc.
Page 2
| Section 2. | Fees. For its services, the Company does hereby agree to pay AWP as follows: |
| a. | Retainer. 1) $25,000 simultaneously when the execution of this Agreement with $20,000 to be paid immediately and $5,000 deferred to January 2020, 2) upon the delivery to and acceptance by the Company of Supporting Document from an institutional party and / or bank, such as banking / line of credit etc., to secure funding for procurement of the purchase order of the Company, a $25,000 fee will be simultaneously payable to AWP by the Company, and if such Supporting Document is delivered and accepted in the month of December 2020, the fee will be payable in January 2020; and such fee is to be credited to any fee earned under Section 2b., 2c. or 2d. below; |
| b. | Purchase Order Financing. The Purchase Order Success Fee is defined as the sum of (i) cash in the amount equal to 4.0% of the total amount of the purchase order financing available to or provided to the Company through the contacts of AWP and (ii) common stock of the Company in a number equal to 4.0 % of the total amount of the purchase order financing available to or provided to the Company through the efforts of AWP divided by the Market Price which is defined as the average of the (highest price + lowest price)/2 of each of the 20 days with trading of the Company’s common stock on the public market preceding the day of which such common stock becomes payable. The Purchase Order Success Fee, in cash and stock, is payable at the first draw-down of the facility and calculated on the amount of the first draw-down (but not re-use) and any incremental draw-down up to the maximum limit of the facility; |
| c. | Replacement or Additional Debt Financing. The Replacement Debt Success Fee is defined as the sum of (i) cash in the amount equal to 4.0% of the total amount of the replacement or additional debt financing available to or provided to the Company through the contacts of AWP and (ii) common stock of the Company in an number equal to 4.0% of the total amount of the replacement or additional debt available to or provided to the Company through the efforts of AWP divided by the Market Price as defined above; and |
| d. | Equity Investment. The Equity Investment Success Fee is defined as the sum of (i) cash in the amount equal to 10.0% of the total gross proceeds of an equity financing raised by the Company through the contacts of AWP and (ii) common stock of the Company in an number equal to 3.0% of the total gross proceeds of an equity financing raised by the Company through the contacts of AWP divided by the Market Price as defined above. |
| e. | Payment and Tail. The fee to be earned by AWP will be paid to AWP concurrent with the closing of the transaction under Sections 2.b., 2.c or 2.d. In addition, if the Company enters into a transaction and closes such transaction with 12 months of the termination of this Agreement with a contact of AWP, AWP will be entitled to its fee under Section 2.b., 2.c or 2.d provided that such introduction of AWP’s contact to the Company occurred during the term of this Agreement. |
C:
Anthony K. Chan
Borqs Technologies, Inc.
Page 3
| f. | Registration Rights. AWP will have one piggy back registration right to register shares of common stock of the Company issued to AWP under this Agreement in the event that the Company files a registration statement relating to the Company’s common stock. |
| Section 3. | Expenses. In addition to compensation payable pursuant to Section 2 and regardless of whether the Company completes a transaction, the Company shall reimburse AWP for reasonable out of pocket expenses incurred by AWP in connection with this engagement, including the fees and disbursements of its counsel. All reimbursable expenses if exceed $2,500 must be approved by the Company in writing prior to AWP incurring such expenses. Subject to the Company’s approval, AWP may hire other consultants to assist in its engagement. Any subsequent engagement will be paid by the Company. |
| Section 4. | Termination. This Agreement’s term is for a period of one year. On each anniversary thereafter, it will be automatically renewed for an additional one year unless one party gives the other party written notice to AWP at least 90 days prior to such anniversary date that it wishes to terminate the Agreement. Notwithstanding termination, the provisions of Section 2 through Section 9 (including Exhibit I attached hereto) shall survive termination of this Agreement. |
| Section 5. | Indemnification. The Company agrees to indemnify AWP and its affiliates as set forth in Exhibit I attached hereto. AWP agrees that it will indemnify and hold harmless the Company and its affiliates and their respective directors, officers, agents and employees and each other person controlling the Company or any of its affiliates, to the full extent lawful, from and against any losses, expenses, claims or proceedings related to or arising out of (i) any misrepresentation or untrue statement by AWP or its affiliates of information, or, any omission or the alleged omission to state to the investors a material fact necessary in order to make statements made not misleading in light of the circumstances under which they were made (except to the extent such misrepresentations, untrue statements or omissions are based on information provided to AWP by the Company) or (ii) a breach by AWP of this Agreement. |
C:
Anthony K. Chan
Borqs Technologies, Inc.
Page 4
| Section 6. | Confidentiality and Non-Circumvention. |
| a. | Confidentiality. In connection with this Agreement, AWP may obtain knowledge of private information belonging to, or possessed or used by, the Company and its business. AWP agrees to treat such knowledge or information as confidential. AWP further agrees that it will not, without the prior written consent of the Company, directly or indirectly, reveal, furnish, or make known to any person or use for its benefit or the benefit of others any such information. AWP may disclose, either orally or in writing, certain information relating to pending business ventures, ideas, contacts, clients, and relationships owned or known by it (“AWP Confidential Information”) which may be disclosed to the Company whether or not marked or indicated “Confidential”. The Company agrees to maintain in confidence AWP Confidential Information and will use AWP Confidential Information solely to evaluate the potential of a business relationship with AWP or its clients or contacts and to assist the Company. The Company will not disclose AWP Confidential Information to any person except the Company’s affiliates, agents, employees or consultants to whom it is necessary to disclose AWP Confidential Information for such purposes. |
| b. | No License/Non-Circumvention. This Agreement does not grant the Company any license to use AWP Confidential Information except as provided in Section 6. The Company agrees not to circumvent any relationship with any third-party disclosed by AWP by directly or indirectly communicating with such third-party without the written permission of AWP. In simple terms, the Company t will not directly or indirectly contact or use any information received from AWP to directly or indirectly contact any third-party disclosed by AWP whether such disclosure is oral or written, by purpose of the said any introduction and/or any referral made by AWP to the Company. Further, the Company must provide to AWP copies of all correspondence exchanged directly or indirectly by the Company and the third-party, and the Company must keep AWP apprised in a timely fashion of the nature of any discussion or proposed transaction between the Company and any third party referred or introduced by AWP. |
| Section 7. | Miscellaneous. This Agreement shall be binding on and inure to the benefit of the Company, AWP, each Indemnified Person (as defined in Exhibit I attached hereto) and their respective successors and assignees. This Agreement sets forth the entire understanding of the parties relating to the subject matter hereof and supersedes and cancels any prior communications, understandings, and agreements between the parties. This Agreement may not be amended or modified except in writing. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law. If any term, provision, covenant or restriction contained in this Agreement, including Exhibit I, is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. AWP is an independent contractor, and any duties of AWP arising out of its engagement hereunder shall be owed solely to the Company or, as applicable, to the Board of Directors. Any advice provided to the Company or the Board of Directors is solely for the benefit of the Company and may not be used, reproduced, disseminated, quoted or referred to, without AWP’s prior written consent. |
C:
Anthony K. Chan
Borqs Technologies, Inc.
Page 5
| Section 8. | Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Francisco, California, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules & Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. |
| Section 9. | Allocation of Fees and Costs. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party. |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
C:
Anthony K. Chan
Borqs Technologies, Inc.
Page 6
If the foregoing terms meet with your approval, please indicate your acceptance by signing and returning the attached copy of this letter to us.
| Very truly yours, | ||
| American West Pacific International | ||
| Investment Corp. | ||
| By: | ||
| Sherry H. Jiang, President | ||
| Accepted as of the date first above written: | ||
| Borqs Technologies, Inc. | ||
| By: | ||
| Pat Sek Yuen Chan, CEO | ||
C:
EXHIBIT I
Indemnification Provisions
The Company agrees to indemnify and hold harmless American West Pacific International Investment Corp. (“AWP”) and its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) and their respective directors, officers, employees, agents and controlling persons (AWP and each such person each being an “Indemnified Party”) from and against all losses, claims, damages and liabilities (or actions, including shareholder actions, in respect thereof), joint or several, to which such Indemnified Party may become subject under any applicable federal or state law, or otherwise, which are related to or result from the performance by AWP of the services contemplated by or the engagement of AWP pursuant to this Agreement and will promptly reimburse any Indemnified Party for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense arising from any threatened or pending claim, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by the Company. The Company will not be liable to any Indemnified Party under the foregoing indemnification and reimbursement provisions (i) for any settlement by an Indemnified Party effected without its prior written consent (not to be unreasonably withheld); or (ii) to the extent that any loss, claim, damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the Indemnified Party’s willful misconduct or gross negligence. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its security holders or creditors related to or arising out of the engagement of AWP pursuant to, or the performance by AWP of the services contemplated by, this Agreement except to the extent that any loss, claim, damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from AWP’s willful misconduct or gross negligence.
Promptly after receipt by an Indemnified Party of notice of any intention or threat to commence an action, suit or proceeding or notice of the commencement of any action, suit or proceeding, such Indemnified Party will, if a claim in respect thereof is to be made against the Company pursuant hereto, promptly notify the Company in writing of the same. Any failure or delay by an Indemnified Party to give the notice referred to in this paragraph shall not affect such Indemnified Party’s right to be indemnified hereunder, except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit or proceeding on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties.
C:
Exhibit I- C: 1
If the indemnification provided for in this Agreement is for any reason held unenforceable by an Indemnified Party, the Company agrees to contribute to the losses, claims, damages and liabilities for which such indemnification is held unenforceable (i) in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and AWP on the other hand, of the Offering as contemplated whether or not the Offering is consummated or, (ii) if (but only if) the allocation provided for in clause (i) is for any reason unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand and AWP, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits to the Company and AWP of the Offering as contemplated shall be deemed to be in the same proportion that the total value received or contemplated to be received by the Company in connection with the Offering bear to the fees paid or to be paid to AWP under this Agreement. Notwithstanding the foregoing, the Company expressly agrees that AWP shall not be required to contribute any amount in excess of the amount by which fees paid to AWP hereunder (excluding reimbursable expenses), exceeds the amount of any damages which AWP has otherwise been required to pay.
The Company agrees that without AWP’s prior written consent, which shall not be unreasonably withheld, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought under the indemnification provisions of this Agreement (whether or not AWP or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action or proceeding.
In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company in which such Indemnified Party is not named as a defendant, the Company agrees to promptly reimburse AWP on a monthly basis for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel.
Exhibit I-2
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 2/4/20 | 6-K, SC 13G/A | ||
| Filed on: | 2/3/20 | |||
| 12/6/19 | ||||
| 12/4/19 | ||||
| For Period end: | 12/31/18 | NT 20-F | ||
| 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 |