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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/02/18 Borqs Technologies, Inc. S-1/A 135:18M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: S-1/A Amendment No. 2 to Form S-1 HTML 1.88M
2: EX-1.1 Underwriting Agreement Between the Registrant and HTML 289K
Maxim Group LLC
3: EX-4.1 Form of Representative's Warrant HTML 93K
4: EX-10.18 Vendor Master Services Agreement, Dated July 5, HTML 151K
2013, by and Between Borqs Software Solutions Pvt.
Ltd. and Qualcomm India Private Limited
5: EX-10.20 Loan and Security Agreement, Effective as of April HTML 270K
30, 2018, by and Between Borqs Hong Kong Limited
and Partners for Growth V, L.P
6: EX-10.21 Subordination Agreement, Effective as of April 30, HTML 62K
2018, by and Between Borqs Hong Kong Limited,
Borqs International Holding Corp., Spd Silicon
Valley Bank Co., Ltd. and Partners for Growth V,
L.P
7: EX-10.22 Deed of Guarantee and Indemnity, Effective as of HTML 88K
April 30, by and Between Borqs International
Holding Corp. and Partners for Growth V, L.P
8: EX-10.23 Debenture, Effective as of April 30, 2018, by and HTML 168K
Between Borqs International Holding Corp. and
Partners for Growth V, L.P
9: EX-10.24 Deed and Charge of Shares, Effective as of April HTML 185K
30, 2018, by and Between Borqs International
Holding Corp. and Partners for Growth V, L.P
10: EX-10.25 Deed of Guarantee and Indemnity, Effective as of HTML 90K
April 30, 2018, by and Between Borqs Hong Kong
Limited and Partners for Growth V., L.P
11: EX-10.26 Debenture, Effective as of April 30, 2018, by and HTML 175K
Between Borqs Hong Kong Limited and Partners for
Growth V, L.P
12: EX-10.27 Intellectual Property Security Agreement, HTML 98K
Effective as of April 30, 2018, by and Between
Borqs Hong Kong Limited and Partners for Growth V,
L.P
13: EX-10.28 Intellectual Property Security Agreement, HTML 85K
Effective as of April 30, 2018, by and Between
Borqs International Holding Corp. and Partners for
Growth V, L.P
14: EX-10.29 Equitable Mortgage, Effective as of April 30, HTML 185K
2018, by and Between Borqs Technologies, Inc.,
Borqs International Holding Corp. and Partners for
Growth V, L.P.
15: EX-10.30 Waiver and Modification No. 2 to Loan and Security HTML 58K
Agreement, Effective as of April 30, 2018, by and
Between Borqs Hong Kong Limited and Partners for
Growth Iv, L.P.
16: EX-23.2 Consent of Independent Registered Public HTML 34K
Accounting Firm
23: R1 Document and Entity Information HTML 48K
24: R2 Unaudited Condensed Consolidated Balance Sheets HTML 196K
25: R3 Unaudited Condensed Consolidated Balance Sheets HTML 120K
(Parenthetical)
26: R4 Unaudited Condensed Consolidated Statement of HTML 133K
Operations
27: R5 Unaudited Consolidated Condensed Interim HTML 57K
Statements of Comprehensive Income (Loss)
28: R6 Consolidated Statements of Shareholders' (Deficit) HTML 100K
Equity
29: R7 Unaudited Consolidated Condensed Interim HTML 173K
Statements of Cash Flows
30: R8 Organization HTML 200K
31: R9 Summary of Significant Accounting Policies HTML 218K
32: R10 Concentration of Risks HTML 53K
33: R11 Acquisitions HTML 49K
34: R12 Inventories HTML 52K
35: R13 Prepaid Expenses and Other Current Assets HTML 79K
36: R14 Property and Equipment, Net HTML 84K
37: R15 Intangible Assets, Net HTML 93K
38: R16 Goodwill HTML 57K
39: R17 Long-Term Investment HTML 41K
40: R18 Bank and Other Borrowings HTML 75K
41: R19 Accrued Expenses and Other Payables HTML 72K
42: R20 Deferred Government Grants HTML 60K
43: R21 Accumulated Other Comprehensive Income (Loss) HTML 69K
44: R22 Mainland China Employee Contribution Plan HTML 42K
45: R23 Share Based Compensation HTML 134K
46: R24 Taxation HTML 249K
47: R25 Related Party Transactions HTML 83K
48: R26 Restricted Net Assets HTML 44K
49: R27 Convertible Redeemable Preferred Shares HTML 93K
50: R28 (Loss) Earnings Per Share HTML 95K
51: R29 Fair Value Measurements HTML 70K
52: R30 Commitments and Contingencies HTML 68K
53: R31 Segment Reporting HTML 190K
54: R32 Subsequent Events HTML 65K
55: R33 Parent Company Only condensed Financial HTML 249K
Information
56: R34 Summary of Significant Accounting Policies HTML 292K
(Policies)
57: R35 Organization (Tables) HTML 185K
58: R36 Summary of Significant Accounting Policies HTML 44K
(Tables)
59: R37 Inventories (Tables) HTML 51K
60: R38 Prepaid Expenses and Other Current Assets (Tables) HTML 76K
61: R39 Property and Equipment, Net (Tables) HTML 73K
62: R40 Intangible Assets, Net (Tables) HTML 70K
63: R41 Goodwill (Tables) HTML 48K
64: R42 Bank and Other Borrowings (Tables) HTML 56K
65: R43 Accrued Expenses and Other Payables (Tables) HTML 69K
66: R44 Deferred Government Grants (Tables) HTML 56K
67: R45 Accumulated Other Comprehensive Income (Loss) HTML 64K
(Tables)
68: R46 Share Based Compensation (Tables) HTML 118K
69: R47 Taxation (Tables) HTML 197K
70: R48 Related Party Transactions (Tables) HTML 81K
71: R49 Convertible Redeemable Preferred Shares (Tables) HTML 55K
72: R50 (Loss) Earnings Per Share (Tables) HTML 88K
73: R51 Fair Value Measurements (Tables) HTML 63K
74: R52 Commitments and Contingencies (Tables) HTML 48K
75: R53 Segment Reporting (Tables) HTML 153K
76: R54 Parent Company Only condensed Financial HTML 217K
Information (Tables)
77: R55 Organization (Details) HTML 66K
78: R56 Organization (Details 1) HTML 152K
79: R57 Organization (Details Textual) HTML 75K
80: R58 Summary of Significant Accounting Policies HTML 51K
(Details)
81: R59 Summary of Significant Accounting Policies HTML 45K
(Details 1)
82: R60 Summary of Significant Accounting Policies HTML 66K
(Details Textual)
83: R61 Concentration of Risks (Details) HTML 59K
84: R62 Acquisitions (Details) HTML 62K
85: R63 Inventories (Details) HTML 50K
86: R64 Prepaid Expenses and Other Current Assets HTML 62K
(Details)
87: R65 Prepaid Expenses and Other Current Assets (Details HTML 40K
Textual)
88: R66 Property and Equipment, Net (Details) HTML 54K
89: R67 Property and Equipment, Net (Details 1) HTML 49K
90: R68 Property and Equipment, Net (Details Textual) HTML 39K
91: R69 Intangible Assets, Net (Details) HTML 59K
92: R70 Intangible Assets, Net (Details 1) HTML 51K
93: R71 Intangible Assets, Net (Details Textual) HTML 46K
94: R72 Goodwill (Details) HTML 41K
95: R73 Long-Term Investment (Details) HTML 49K
96: R74 Bank and Other Borrowings (Details) HTML 48K
97: R75 Bank and Other Borrowings (Details Textual) HTML 83K
98: R76 Accrued Expenses and Other Payables (Details) HTML 62K
99: R77 Deferred Government Grants (Details) HTML 46K
100: R78 Accumulated Other Comprehensive Income (Loss) HTML 46K
(Details)
101: R79 Mainland China Employee Contribution Plan HTML 39K
(Details)
102: R80 Share Based Compensation (Details) HTML 72K
103: R81 Share Based Compensation (Details 1) HTML 70K
104: R82 Share Based Compensation (Details 2) HTML 62K
105: R83 Share Based Compensation (Details 3) HTML 45K
106: R84 Share Based Compensation (Details Textual) HTML 77K
107: R85 Taxation (Details) HTML 45K
108: R86 Taxation (Details 1) HTML 45K
109: R87 Taxation (Details 2) HTML 69K
110: R88 Taxation (Details 3) HTML 63K
111: R89 Taxation (Details 4) HTML 47K
112: R90 Taxation (Details Textual) HTML 78K
113: R91 Related Party Transactions (Details) HTML 43K
114: R92 Related Party Transactions (Details 1) HTML 51K
115: R93 Related Party Transactions (Details 2) HTML 47K
116: R94 Restricted Net Assets (Details) HTML 41K
117: R95 Convertible Redeemable Preferred Shares (Details) HTML 46K
118: R96 Convertible Redeemable Preferred Shares (Details HTML 105K
Textual)
119: R97 (Loss) Earnings Per Share (Details) HTML 69K
120: R98 Fair Value Measurements (Details) HTML 46K
121: R99 Fair Value Measurements (Details 1) HTML 44K
122: R100 Fair Value Measurements (Details Textual) HTML 36K
123: R101 Commitments and Contingencies (Details) HTML 52K
124: R102 Commitments and Contingencies (Details Textual) HTML 41K
125: R103 Segment Reporting (Details) HTML 80K
126: R104 Segment Reporting (Details Textual) HTML 37K
127: R105 Subsequent Events (Details) HTML 98K
128: R106 Parent Company Only condensed Financial HTML 110K
Information (Details)
129: R107 Parent Company Only condensed Financial HTML 64K
Information (Details 1)
130: R108 Parent Company Only condensed Financial HTML 59K
Information (Details 2)
131: R109 Parent Company Only condensed Financial HTML 57K
Information (Details 3)
132: R110 Parent Company Only condensed Financial HTML 42K
Information (Details 4)
134: XML IDEA XML File -- Filing Summary XML 243K
133: EXCEL IDEA Workbook of Financial Reports XLSX 157K
17: EX-101.INS XBRL Instance -- brqs-20180331 XML 4.93M
19: EX-101.CAL XBRL Calculations -- brqs-20180331_cal XML 244K
20: EX-101.DEF XBRL Definitions -- brqs-20180331_def XML 851K
21: EX-101.LAB XBRL Labels -- brqs-20180331_lab XML 1.71M
22: EX-101.PRE XBRL Presentations -- brqs-20180331_pre XML 1.39M
18: EX-101.SCH XBRL Schema -- brqs-20180331 XSD 254K
135: ZIP XBRL Zipped Folder -- 0001213900-18-008637-xbrl Zip 293K
EXHIBIT 10.28
INTELLECTUAL PROPERTY SECURITY AGREEMENT
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:
A. PFG and a Subsidiary of Grantor (as Borrower), are parties to that certain Loan and Security Agreement of even date with this Agreement (as amended from time to time, the “Loan Agreement”). (Capitalized terms used herein have the meaning assigned in the Loan Agreement.)
B. Grantor has guaranteed the Obligations of each Borrower under the Loan Agreement pursuant to a Debenture of even date with the Loan Agreement, pursuant to which Grantor has granted to PFG a security interest in all Charged Assets. Charged Assets include without limitation certain Intellectual Property (including without limitation the Intellectual Property described herein) owned by Grantor.
Grantor agrees as follows:
1. To secure performance of all of its “Obligations” as defined in the Loan Agreement, Grantor grants to PFG a security interest in all of Grantor’s right, title and interest in Grantor’s “Intellectual Property”, including without limitation (i) the trademarks and servicemarks listed or required to be listed from time to time on Schedule A hereto, whether registered or not, and all applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks, and (ii) the patents and patent applications listed or required to be listed from time to time on Schedule B hereto and all like protections including, without limitation, all improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, (iii) all copyrights, maskworks, software, computer programs and other works of authorship listed or required to be listed from time to time on Schedule C hereto, and all extensions and renewals thereof, (iv) all domain names and domain name rights owned by it and used in connection with its business and that of its Subsidiaries, all legal and equitable rights in domain names and ownership thereof, domain registry, domain servers, web hosting and related contracts, services and facilities (collectively, “Domain Rights”) listed or required to be listed from time to time on Schedule D hereto, and all extensions and renewals thereof, and (iv) all rights to recover for past or future infringement of any of the foregoing, and (v) all right, title and interest in and to any and all present and future license agreements with respect to any of the foregoing, and (vi) all present and future accounts, accounts receivable and other rights to payment arising from, in connection with or relating to any of the foregoing and provided that if any asset cannot be secured without consent of a third party (and such consent is not given), this Agreement will constitute security over all proceeds and other amounts receivable from such asset.
C:
2. Grantor represents and warrants that (i) listed on Schedule A hereto are all trademark registrations and pending registrations owned or controlled by Grantor, (ii) listed on Schedule B are all patents and patent applications owned or controlled by Grantor, (iii) listed on Schedule C are all copyrights, software, computer programs, mask works, and other works of authorship owned or controlled by Grantor which are registered with the United States Copyright Office and the copyright registry of each other applicable jurisdiction, wherever located, and (iv) listed on Schedule D are all Domain Rights in which Grantor has any legal, contractual or equitable right. Grantor shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property, other than intellectual property of immaterial business and monetary value that Grantor’s executive management has made a determination not to maintain; (b) promptly advise PFG in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to Grantor’s business to be abandoned, forfeited or dedicated to the public without PFG’s written consent. If, before the Obligations have been paid and/or performed in full, Grantor shall (i) adopt, use, acquire or apply for registration of any trademark, service mark or trade name, (ii) apply for registration of any patent or obtain any patent or patent application; (iii) create or acquire any published or material unpublished works of authorship material to the business that is or is to be registered with the U.S. Copyright Office or any non-U.S. equivalent or other Governmental Body; or (iv) register or acquire any domain name or domain name rights, then the provisions of Section 1 shall automatically apply thereto, and Grantor shall provide PFG written notice thereof concurrently with delivery of Borrower’s monthly compliance certificate. Grantor shall further provide PFG with all information and details relating to the foregoing and shall take such further actions as PFG may reasonably request from time to time to perfect or continue the perfection of PFG’s interest in such intellectual property.
3. This Agreement is being executed and delivered pursuant to the Loan Agreement; nothing herein limits any of the terms or provisions of the Loan Agreement, and PFG’s rights hereunder and under the Loan Agreement are cumulative. This Agreement, the Loan Agreement and the other Loan Documents set forth in full all of the representations and agreements of the parties with respect to the subject matter hereof and supersede all prior discussions, oral representations, oral agreements and oral understandings between the parties. This Agreement may not be modified or amended, nor may any rights hereunder be waived, except in a writing signed by the parties hereto; provided, however, and notwithstanding the foregoing, PFG may amend the Schedules hereto from time to time when it becomes aware of new Intellectual Property subject to this Agreement. In the event of any litigation between the parties based upon, arising out of, or in any way relating to this Agreement, the prevailing party shall be entitled to recover all of its costs and expenses (including without limitation attorneys’ fees) from the non-prevailing party. This Agreement and all acts, transactions, disputes and controversies arising hereunder or relating hereto, and all rights and obligations of PFG and Grantor shall be governed by, and construed in accordance with the internal laws (and not the conflict of laws rules) of the State of California.
4. Grantor agrees that simultaneously with the execution of this Agreement, and thereafter upon any amendment of Schedule A, Schedule B, Schedule C or Schedule D, the appropriate entities constituting Grantor shall execute notices in the forms appended hereto (each, a “Notice”), as appropriate, with respect to all of the pledged Intellectual Property, now owned or hereafter acquired, and shall deliver each Notice to PFG for the purpose of recordation at the U.S. Patent and Trademark Office or the U.S. Copyright Office, with any patent or trademark registry outside of the United States or otherwise, as appropriate. Whether or not Grantor executes such a Notice reflecting new Intellectual Property, Grantor hereby irrevocably appoints PFG as its lawful attorney-in-fact without any further authorization to file such notices, liens or other instruments as may be customary from time to time for PFG to perfect security interests in Grantor’s Intellectual Property. With respect to the power of attorney granted in the attached Domain Rights Collateral Agreement and Notice, so long as no default has occurred and is continuing under the Loan Documents, PFG shall not take any action referenced therein in the name of Grantor.
[Signature Page Follows]
C:
| C: 2 |
| Address of Grantor: | BORQS International Holding Corp | |
P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands |
By: | /s/ Pat Sek Yuen Chan |
| Name: | Pat Sek Yuen Chan | |
| Title: | Sole Director | |
| By: | ||
| Name: | ||
| Title: | Director | |
| Address of PFG: | PARTNERS FOR GROWTH V, L.P. | |
Partners for Growth V, L.P. 1660 Tiburon Blvd., Suite D |
By: | /s/ Geoffrey Allan |
| Name: | Geoffrey Allan | |
| Title: | Manager, Partners for Growth V, LLC | |
| Its: General Partner | ||
Intellectual Property Security Agreement Signature Page
C:
| 3 |
SCHEDULE A
BORQS International Holding Corp
Trademark Schedule
None at Effective Date
C:
| 4 |
SCHEDULE B
BORQS International Holding Corp
Patent Schedule
None at Effective Date
C:
| 5 |
SCHEDULE C
BORQS International Holding Corp
COPYRIGHTS
None at Effective Date
C:
| 6 |
SCHEDULE D
BORQS International Holding Corp
DOMAIN RIGHTS
| Domain Name | Service Provider Contact Detail and Account number (if any) | Owner and Registrar or Administrative Contact of Record | Expiry Date of Domain | |||
| None at Effective Date | ||||||
C:
| 7 |
TRADEMARK COLLATERAL AGREEMENT AND NOTICE
This Trademark Collateral Agreement and Notice dated as of April 30, 2018 (“Trademark Agreement”), is between 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 registered office address at P.O. Box 309, Ugland House, Grand Cayman KY1-1104 (“Assignor”) and Partners for Growth V, L.P., 1660 Tiburon Blvd., Suite D, Tiburon, California 94920 (“Assignee”) pursuant to a Loan and Security Agreement, an Intellectual Property Security Agreement of even date herewith by and among Assignor and Assignee (the “IP Security Agreement”) and pursuant to certain other loan documents referenced therein (collectively, the “Loan Documents”).
WHEREAS, Assignor is the owner of certain trademarks, including all federal applications and/or registrations therefor, together with the goodwill of the business connected with the use of and symbolized thereby, as listed on Exhibit 1 hereto (the “Marks”); and
WHEREAS, Assignee has agreed to extend certain credit to Assignor on condition that the Assignor pledge and grant to Assignee as collateral for the Obligations (as defined in the Loan Documents) a security interest and lien in and to the Marks and all proceeds thereof and all other related claims and rights as more fully described in the IP Security Agreement in favor of the Assignee, by and among Assignor and Assignee;
NOW THEREFORE, for good and valuable consideration, as security for the due and timely payment and performance of the Obligations, Assignor hereby pledges and grants to Assignee a security interest and lien in and to the Marks and all proceeds thereof and gives notice of such security interest and the existence of such Security Agreement providing therefor.
Executed as of the date first above written.
| Assignor: | Assignee: | |||
| BORQS International Holding Corp | PARTNERS FOR GROWTH V, L.P. | |||
| By | /s/ Pat Sek Yuen Chan | By | /s/ Geoffrey Allan | |
| Name: | Pat Sek Yuen Chan | Name: | Geoffrey Allan | |
| Title: | Sole Director | Title: | Manager, Partners for Growth V, LLC Its General Partner | |
| By | ||||
| Name: | ||||
| Title: | Director | |||
C:
| 8 |
EXHIBIT 1
BORQS International Holding Corp
Trademark Schedule
C:
| 9 |
PATENT COLLATERAL AGREEMENT AND NOTICE
This Patent Collateral Agreement and Notice dated as of April 30, 2018 (“Patent Agreement”), is between 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 registered office address at P.O. Box 309, Ugland House, Grand Cayman KY1-1104 (“Assignor”) and Partners for Growth V, L.P., 1660 Tiburon Blvd., Suite D, Tiburon, California 94920 (“Assignee”) pursuant to a Loan and Security Agreement, an Intellectual Property Security Agreement of even date herewith by and among Assignor and Assignee (the “IP Security Agreement”) and pursuant to certain other loan documents referenced therein (collectively, the “Loan Documents”).
WHEREAS, Assignor is the owner of certain United States patents and/or patent applications as listed on Exhibit 1 hereto (the “Patents”); and
WHEREAS, Assignee has agreed to extend certain credit to Assignor on condition that the Assignor pledge and grant to Assignee as collateral for the Obligations (as defined in the Loan Documents) a security interest and lien in and to the Patents and all proceeds thereof and all other related claims and rights as more fully described in the IP Security Agreement in favor of the Assignee, by and among Assignor and Assignee;
NOW THEREFORE, for good and valuable consideration, as security for the due and timely payment and performance of the Obligations, Assignor hereby pledges and grants to Assignee a security interest and lien in and to the Patents and all proceeds thereof and gives notice of such security interest and the existence of the IP Security Agreement providing therefor.
Executed as of the date first above written.
| Assignor: | Assignee: | |||
| BORQS International Holding Corp | PARTNERS FOR GROWTH V, L.P. | |||
| By | /s/ Pat Sek Yuen Chan | By | /s/ Geoffrey Allan | |
| Name: | Pat Sek Yuen Chan | Name: | Geoffrey Allan | |
| Title: | Sole Director | Title: | Manager, Partners for Growth V, LLC Its General Partner | |
| By | ||||
| Name: | ||||
| Title: | Director | |||
C:
| 10 |
EXHIBIT 1
BORQS International Holding Corp
Patent Schedule
C:
| 11 |
COPYRIGHT COLLATERAL AGREEMENT AND NOTICE
This Copyright Collateral Agreement and Notice dated as of April 30, 2018 (“Copyright Agreement”), is between 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 registered office address at P.O. Box 309, Ugland House, Grand Cayman KY1-1104 (“Assignor”) and Partners for Growth V, L.P., 1660 Tiburon Blvd., Suite D, Tiburon, California 94920 (“Assignee”) pursuant to a Loan and Security Agreement, an Intellectual Property Security Agreement of even date herewith by and among Assignor and Assignee (the “IP Security Agreement”) and pursuant to certain other loan documents referenced therein (collectively, the “Loan Documents”).
WHEREAS, Assignor is the owner of certain copyrightable works which are the subject of United States copyright registrations and/or copyright applications as listed on Exhibit 1 hereto (the “Copyrights”); and
WHEREAS, Assignee has agreed to extend certain credit to Assignor on condition that the Assignor pledge and grant to Assignee as collateral for the Obligations (as defined in the Loan Documents) a security interest and lien in and to the Copyrights and all proceeds thereof and all other related claims and rights as more fully described in the IP Security Agreement in favor of the Assignee, by and among Assignor and Assignee;
NOW THEREFORE, for good and valuable consideration, as security for the due and timely payment and performance of the Obligations, Assignor hereby pledges and grants to Assignee a security interest and lien in and to the Copyrights and all proceeds thereof and gives notice of such security interest and the existence of the IP Security Agreement providing therefor.
Executed as of the date first above written.
| Assignor: | Assignee: | |||
| BORQS International Holding Corp | PARTNERS FOR GROWTH V, L.P. | |||
| By | /s/ Pat Sek Yuen Chan | By | /s/ Geoffrey Allan | |
| Name: | Pat Sek Yuen Chan | Name: | Geoffrey Allan | |
| Title: | Sole Director | Title: | Manager, Partners for Growth V, LLC Its General Partner | |
| By | ||||
| Name: | ||||
| Title: | Director | |||
C:
| 12 |
EXHIBIT
1
BORQS International Holding Corp
COPYRIGHT SCHEDULE
C:
| 13 |
DOMAIN RIGHTS COLLATERAL AGREEMENT AND NOTICE
This Domain Rights Collateral Agreement and Notice dated as of April 30, 2018 (“Domain Agreement”), is between 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 registered office address at P.O. Box 309, Ugland House, Grand Cayman KY1-1104 (“Assignor”) and Partners for Growth V, L.P., 1660 Tiburon Blvd., Suite D, Tiburon, California 94920 (“Assignee”) pursuant to a Loan and Security Agreement, an Intellectual Property Security Agreement of even date herewith by and among Assignor and Assignee (the “IP Security Agreement”) and pursuant to certain other loan documents referenced therein (collectively, the “Loan Documents”).
WHEREAS, Assignor is the owner of certain Domain Rights as defined in the Loan Documents which are, as of the date hereof, as listed on Exhibit 1 hereto (the “Domain Rights”); and
WHEREAS, Assignee has agreed to extend certain credit to Assignor on condition that the Assignor pledge and grant to Assignee as collateral for the Obligations (as defined in the Loan Documents) a security interest and lien in and to the Domain Rights and all proceeds thereof and all other related claims and rights as more fully described in the IP Security Agreement in favor of the Assignee, by and among Assignor and Assignee;
NOW THEREFORE, for good and valuable consideration, as security for the due and timely payment and performance of the Obligations: (1) Assignor hereby pledges and grants to Assignee a security interest and lien in and to the Domain Rights and all proceeds thereof and gives notice of such security interest and the existence of the IP Security Agreement providing therefor; and (2) Assignor hereby irrevocably appoints PFG as its lawful attorney-in-fact without any further authorization to take any action and file any notice on behalf of Assignor that Assignor itself could file in respect of its Domain Rights, including without limitation, to transfer Domain Rights, change administrative contacts in respect of Domain Rights, maintain Domain Rights, and provide instructions to domain hosting services and any domain name registrars.
Executed as of the date first above written.
| Assignor: | Assignee: | |||
| BORQS International Holding Corp | PARTNERS FOR GROWTH V, L.P. | |||
| By | /s/ Pat Sek Yuen Chan | By | /s/ Geoffrey Allan | |
| Name: | Pat Sek Yuen Chan | Name: | Geoffrey Allan | |
| Title: | Sole Director | Title: | Manager, Partners for Growth V, LLC Its General Partner | |
| By | ||||
| Name: | ||||
| Title: | Director | |||
C:
| 14 |
EXHIBIT 1
BORQS International Holding Corp
DOMAIN RIGHTS
15
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/2/18 | |||
| 4/30/18 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/14/24 Borqs Technologies, Inc. 20-F 12/31/23 132:12M EdgarAgents LLC/FA 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 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 |