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Borqs Technologies, Inc. – ‘S-1/A’ on 7/2/18 – ‘EX-10.30’

On:  Monday, 7/2/18, at 5:32pm ET   ·   Accession #:  1213900-18-8637   ·   File #:  333-223034

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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

Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

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  


‘EX-10.30’   —   Waiver and Modification No. 2 to Loan and Security Agreement, Effective as of April 30, 2018, by and Between Borqs Hong Kong Limited and Partners for Growth Iv, L.P.


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



EXHIBIT 10.30

 

WAIVER AND MODIFICATION NO. 2 TO

LOAN AND SECURITY AGREEMENT

 

This Waiver and Modification No. 2 to Loan and Security Agreement (this “Modification”) is entered into as of April 30, 2018 (the “Modification Effective Date”), by and between Partners for Growth IV, L.P., a Delaware limited partnership with its principal place of business at 1660 Tiburon Blvd., Suite D, Tiburon, California 94920 (“PFG”) and Borqs Hong Kong Limited, a Hong Kong company with its principal place of business at Office B, 21/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong (“Borrower”). This Modification amends that certain Loan and Security Agreement between PFG and Borrower dated as of August 26, 2016, as amended by that certain Modification No. 1 to Loan and Security Agreement dated as of October 4, 2017 (the “First Modification” and the Loan and Security Agreement as amended, the “Loan Agreement”). The Loan Agreement is modified herein inter alia for the purposes of amending the financial covenants under the Loan Agreement and accommodating an extension of credit by Partners for Growth V, L.P., a related party of PFG (“PFG5”), to Borrower.

 

NOW THEREFORE, the parties hereby agree as follows:

 

1. DESCRIPTION OF EXISTING INDEBTEDNESS: As of the Modification Effective Date, Borrower is indebted to PFG for the Obligations pursuant to the Existing Loan Documents (as defined below) in the aggregate principal amount of $4,750,000.

 

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, Deed of Guaranty, Debentures, Hong Kong 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”.

 

3. DESCRIPTION OF CHANGES IN TERMS. As from the Modification Effective Date:

 

3.1 Amendment of Section 5 of Schedule. Section 5 of the Schedule is amended and restated in its entirety as follows:

 

“5. Financial Covenants

  (Section 4.1): The Group shall meet or exceed (i) Revenues of $32,500,000 on a calendar quarterly basis and (ii) three (3) month trailing EBITDA, tested monthly, of $2,000,000, with compliance determined as of the last day each calendar quarter (Revenues) and each calendar month (EBITDA).

 

 C: 
 

 

 

Definitions: For purposes of the foregoing financial covenants, the following term shall have the following meaning:

 

EBITDA” means (a) Net Income, plus (b) Interest Expense, plus (c) to the extent deducted in the calculation of Net Income, depreciation expense and amortization expense, plus (d) income tax expense.

 

Revenue(s)” means revenues required to be classified as such under U.S. GAAP.

 

  Future Periods: For future periods not covered by the above requirements, the thresholds shall be set by PFG in consultation with Borrower based on its then-current Plan, but in no event (for each measurement period) less than the immediately prior measurement period. For instance, the minimum EBITDA threshold for January 2019 would be as set, but in no event less than $32,500,000, and for March 2019 (for Revenues) would be as set but in no event less than $2,000,000.”

 

3.2 Restated Compliance Certificate. The Compliance Certificate is amended and restated in the form appended as Exhibit I hereto.

 

3.3 Definitions. Section 7 of the Loan Agreement is amended as follows:

 

(a) A new definition is added as follows:

 

“ “BVI Security Documents” means that certain Share Mortgage given by Borqs Technologies, Inc., a BVI company, in favor of PFG in respect of its ownership in Parent, together with such other documents and instruments as may be executed and delivered in connection therewith.”

 

(b) A new definition is added as follows:

 

“ “Group Parent” means Borqs Technologies, Inc., a BVI company (NASDAQ:BRQS), the parent company of Parent and the top tier entity in the Group.”

 

(c) A new clause (x) is added to the definition of “Permitted Indebtedness” as follows:

 

“(x) Indebtedness owing to Partners for Growth V, L.P.”

 

(d) A new clause (xiii) is added to the definition of “Permitted Liens” as follows:

 

“(xiii) Liens securing Indebtedness described in Clause (x) of the definition of Permitted Indebtedness.”

 

 C: 
  C: 2 

 

 

4. Borrowers’ Representations And Warranties. Borrower 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;

 

(b)   Borrower has the corporate power and authority to execute and deliver this Modification and to perform its obligations under the Existing Loan Documents, as amended by this Modification;

 

(c)   the certificate of incorporation, bylaws and other organizational documents of Borrower 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)   the execution and delivery by Borrower of this Modification and the performance by Borrower of its obligations under the Existing Loan Documents, as amended by this Modification, have been duly authorized by all necessary corporate action on the part of Borrower;

 

(e)   this Modification has been duly executed and delivered by Borrower and is the binding obligation of Borrower, 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;

 

(f)    as of the date hereof, Borrower has no defenses against its obligation to repay the Obligations and it has no claims of any kind against PFG. Borrower acknowledges that PFG has acted in good faith and has conducted in a commercially reasonable manner its relationship with such Borrower in connection with this Modification and in connection with 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)   Borrower 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 6 hereof, the disclosures and information Borrower provided to PFG therein remain true, correct, accurate and complete in all material respects as of the Modification Effective Date.

 

Borrower 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.

 

 C: 
 3 

 

 

5. CONTINUING VALIDITY. Borrower 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.

 

6.  CONDITIONS. The effectiveness of this Modification is conditioned upon each of:

 

6.1 Execution and Delivery. Borrower and Guarantor shall have duly executed and delivered a counterpart of this Modification to PFG.

 

6.2 Lender Expenses. Borrower shall have promptly paid upon invoice all Lender Expenses noticed by PFG in connection with this Modification.

 

6.3 PFG5 Loan Transaction. Borrower shall have consummated a borrowing from PFG5.

 

6.4 Updated Representations. Borrower shall have provided an update to the Representations.

 

6.5 BVI Security Documents. Group Parent shall have executed and delivered the BVI Security Documents.

The failure of any of the conditions set forth in this Section 6 shall constitute an immediate Event of Default.

 

7. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.

 

 C: 
 4 

 

 

8. 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.

 

9. 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.

 

10. 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.

 

11. 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.

 

12. 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]

 

 C: 
 5 

 

 

This Modification is executed as of the date first written above.

 

Borrower:

 

BORQS HONG KONG LIMITED

  

By /s/ Pat Sek Yuen Chan                

Name: Pat Sek Yuen Chan

 

Title: Chief Executive Officer

 

PFG:

 

PARTNERS FOR GROWTH IV, L.P.

  

By /s/ Geoffrey Allan                  

Name: Geoffrey Allan

 

Title: Manager, Partners for Growth IV, LLC,
its General Partner

 

  

 

Signature Page - PFG IV -Borqs Hong Kong Limited

Modification No. 2 to Loan and Security Agreement

 

 C: 
 

 

 

Exhibit I – Restated Compliance Certificate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1/A’ Filing    Date    Other Filings
Filed on:7/2/18
4/30/188-K
10/4/17
8/26/16
 List all Filings 


12 Subsequent Filings that Reference this Filing

  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
 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
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Filing Submission 0001213900-18-008637   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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