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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/14/18 Borqs Technologies, Inc. S-1/A 144:22M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: S-1/A Amendment No. 6 to Registration Statement HTML 1.94M
2: EX-5.1 Opinion of Maples and Calder Regarding the HTML 61K
Validity of the Ordinary Shares Being Registered
and Certain British Virgin Islands Tax Matters
3: EX-5.2 Opinion of Ellenoff Grossman & Schole LLP HTML 45K
4: EX-10.42 Amendment Agreement, Effective August 31, 2018, by HTML 120K
and Between Borqs Hong Kong Limited and Spd
Silicon Valley Bank Co., Ltd.
5: EX-10.43 Amendment Agreement, Effective August 31, 2018, by HTML 138K
and Between Borqs Beijing Ltd. and Spd Silicon
Valley Bank Co., Ltd.
6: EX-10.44 Guarantee Agreement for Corporate Guarantor for HTML 132K
Borqs Hong Kong Limited, Effective as of August
31, 2018, by and Between Borqs Technologies, Inc.
and Spd Silicon Valley Bank Co., Ltd.
7: EX-10.45 Guarantee Agreement for Corporate Guarantor for HTML 133K
Borqs Beijing Ltd. Effective as of August 31,
2018, by and Between Borqs Technologies, Inc. and
Spd Silicon Valley Bank Co., Ltd.
8: EX-10.46 Guarantee Agreement for Corporate Guarantor for HTML 130K
Borqs Hong Kong Limited, Effective as of August
31, 2018, by and Between Borqs International
Holding Corp. and Spd Silicon Valley Bank Co.,
Ltd.
9: EX-10.47 Guarantee Agreement for Corporate Guarantor for HTML 130K
Borqs Beijing Ltd., Effective as of August 31,
2018, by and Between Borqs International Holding
Corp. and Spd Silicon Valley Bank Co., Ltd.
10: EX-10.48 Loan and Security Agreement, Effective as of HTML 283K
August 26, 2016, by and Between Borqs Hong Kong
Limited and Partners for Growth Iv, L.P.
11: EX-10.49 Deed of Guarantee and Indemnity, Effective as of HTML 89K
August 26, 2016, by and Between Borqs
International Holding Corp. and Partners for
Growth Iv, L.P.
12: EX-10.50 Debenture, Effective as of August 26, 2016, by and HTML 171K
Between Borqs International Holding Corp. and
Partners for Growth Iv, L.P.
13: EX-10.51 Intellectual Property Security Agreement, HTML 87K
Effective as of August 26, 2016, by and Between
Borqs International Holding Corp. and Partners for
Growth Iv, L.P.
14: EX-10.52 Deed of Guarantee and Indemnity, Effective as of HTML 89K
August 26, 2016, by and Between Borqs Hong Kong
Limited and Partners for Growth Iv, L.P.
15: EX-10.53 Debenture, Effective as of August 26, 2016, by and HTML 174K
Between Borqs Hong Kong Limited and Partners for
Growth Iv, L.P.
16: EX-10.54 Intellectual Property Security Agreement, HTML 91K
Effective as of August 26, 2016, by and Between
Borqs Hong Kong Limited and Partners for Growth
Iv, L.P.
17: EX-10.55 Subordination Agreement, Effective as of August HTML 62K
15, 2016, by and Between Spd Silicon Valley Bank
Co., Ltd. and Partners for Growth Iv, L.P.
18: EX-10.56 Facility Agreement for Working Capital Loans, HTML 485K
Effective as of August 31, 2015, by and Between
Borqs Hong Kong Limited and Spd Silicon Valley
Bank Co., Ltd.
19: EX-10.57 Guarantee Agreement for Corporate Guarantor, HTML 128K
Effective as of August 31, 2015, by and Between
Borqs International Holding Corp. and Spd Silicon
Valley Bank Co., Ltd.
20: EX-10.58 Amendment Agreement, Effective July 20, 2016, by HTML 159K
and Between Borqs Hong Kong Limited and Spd
Silicon Valley Bank Co., Ltd.
21: EX-10.59 Amendment Agreement, Effective August 31, 2017, by HTML 156K
and Between Borqs Hong Kong Limited and Spd
Silicon Valley Bank Co., Ltd.
22: EX-10.60 Facility Agreement for Working Capital Loan, HTML 449K
Effective as of July 20, 2016, by and Between
Borqs Beijing Ltd. and Spd Silicon Valley Bank
Co., Ltd.
23: EX-10.61 Pledge Agreement of Accounts Receivable, Effective HTML 174K
as of July 20, 2016, by and Between Borqs Beijing
Ltd. and Spd Silicon Valley Bank Co., Ltd.
24: EX-10.62 Amendment Agreement, Effective July 20, 2017, by HTML 68K
and Between Borqs Beijing Ltd. and Spd Silicon
Valley Bank Co., Ltd.
25: EX-10.63 Amendment Agreement, Effective August 31, 2017, by HTML 154K
and Between Borqs Beijing Ltd. and Spd Silicon
Valley Bank Co., Ltd.
32: R1 Document and Entity Information HTML 64K
33: R2 Unaudited Condensed Consolidated Balance Sheets HTML 204K
34: R3 Unaudited Condensed Consolidated Balance Sheets HTML 121K
(Parenthetical)
35: R4 Unaudited Condensed Consolidated Statement of HTML 151K
Operations
36: R5 Unaudited Condensed Consolidated Interim HTML 67K
Statements of Comprehensive Income
37: R6 Consolidated Statements of Shareholders' (Deficit) HTML 109K
Equity
38: R7 Unaudited Condensed Consolidated Interim HTML 188K
Statements of Cash Flows
39: R8 Organization HTML 205K
40: R9 Summary of Significant Accounting Policies HTML 223K
41: R10 Concentration of Risks HTML 57K
42: R11 Acquisitions HTML 54K
43: R12 Inventories HTML 56K
44: R13 Prepaid Expenses and Other Current Assets HTML 77K
45: R14 Property and Equipment, Net HTML 87K
46: R15 Intangible Assets, Net HTML 97K
47: R16 Goodwill HTML 60K
48: R17 Long-Term Investment HTML 45K
49: R18 Bank and Other Borrowings HTML 79K
50: R19 Accrued Expenses and Other Payables HTML 73K
51: R20 Deferred Government Grants HTML 62K
52: R21 Accumulated Other Comprehensive Loss HTML 69K
53: R22 Mainland China Employee Contribution Plan HTML 46K
54: R23 Share Based Compensation HTML 138K
55: R24 Taxation HTML 251K
56: R25 Related Party Transactions HTML 89K
57: R26 Restricted Net Assets HTML 48K
58: R27 Convertible Redeemable Preferred Shares HTML 97K
59: R28 (Loss) Earnings Per Share HTML 103K
60: R29 Fair Value Measurements HTML 77K
61: R30 Commitments and Contingencies HTML 74K
62: R31 Segment Reporting HTML 215K
63: R32 Subsequent Events HTML 61K
64: R33 Parent Company Only condensed Financial HTML 251K
Information
65: R34 Summary of Significant Accounting Policies HTML 302K
(Policies)
66: R35 Organization (Tables) HTML 190K
67: R36 Summary of Significant Accounting Policies HTML 48K
(Tables)
68: R37 Inventories (Tables) HTML 55K
69: R38 Prepaid Expenses and Other Current Assets (Tables) HTML 73K
70: R39 Property and Equipment, Net (Tables) HTML 76K
71: R40 Intangible Assets, Net (Tables) HTML 74K
72: R41 Goodwill (Tables) HTML 51K
73: R42 Bank and Other Borrowings (Tables) HTML 60K
74: R43 Accrued Expenses and Other Payables (Tables) HTML 70K
75: R44 Deferred Government Grants (Tables) HTML 58K
76: R45 Accumulated Other Comprehensive Loss (Tables) HTML 59K
77: R46 Share Based Compensation (Tables) HTML 122K
78: R47 Taxation (Tables) HTML 202K
79: R48 Related Party Transactions (Tables) HTML 88K
80: R49 Convertible Redeemable Preferred Shares (Tables) HTML 59K
81: R50 (Loss) Earnings Per Share (Tables) HTML 98K
82: R51 Fair Value Measurements (Tables) HTML 67K
83: R52 Commitments and Contingencies (Tables) HTML 51K
84: R53 Segment Reporting (Tables) HTML 179K
85: R54 Parent Company Only condensed Financial HTML 203K
Information (Tables)
86: R55 Organization (Details) HTML 70K
87: R56 Organization (Details 1) HTML 169K
88: R57 Organization (Details Textual) HTML 79K
89: R58 Summary of Significant Accounting Policies HTML 55K
(Details)
90: R59 Summary of Significant Accounting Policies HTML 49K
(Details 1)
91: R60 Summary of Significant Accounting Policies HTML 79K
(Details Textual)
92: R61 Concentration of Risks (Details) HTML 64K
93: R62 Acquisitions (Details) HTML 68K
94: R63 Inventories (Details) HTML 55K
95: R64 Prepaid Expenses and Other Current Assets HTML 67K
(Details)
96: R65 Prepaid Expenses and Other Current Assets (Details HTML 44K
Textual)
97: R66 Property and Equipment, Net (Details) HTML 58K
98: R67 Property and Equipment, Net (Details 1) HTML 53K
99: R68 Property and Equipment, Net (Details Textual) HTML 43K
100: R69 Intangible Assets, Net (Details) HTML 64K
101: R70 Intangible Assets, Net (Details 1) HTML 56K
102: R71 Intangible Assets, Net (Details Textual) HTML 50K
103: R72 Goodwill (Details) HTML 45K
104: R73 Long-Term Investment (Details) HTML 54K
105: R74 Bank and Other Borrowings (Details) HTML 54K
106: R75 Bank and Other Borrowings (Details Textual) HTML 95K
107: R76 Accrued Expenses and Other Payables (Details) HTML 68K
108: R77 Deferred Government Grants (Details) HTML 49K
109: R78 Accumulated Other Comprehensive Income (Loss) HTML 51K
(Details)
110: R79 Mainland China Employee Contribution Plan HTML 42K
(Details)
111: R80 Share Based Compensation (Details) HTML 77K
112: R81 Share Based Compensation (Details 1) HTML 75K
113: R82 Share Based Compensation (Details 2) HTML 67K
114: R83 Share Based Compensation (Details 3) HTML 50K
115: R84 Share Based Compensation (Details Textual) HTML 82K
116: R85 Taxation (Details) HTML 50K
117: R86 Taxation (Details 1) HTML 51K
118: R87 Taxation (Details 2) HTML 79K
119: R88 Taxation (Details 3) HTML 69K
120: R89 Taxation (Details 4) HTML 52K
121: R90 Taxation (Details Textual) HTML 83K
122: R91 Related Party Transactions (Details) HTML 47K
123: R92 Related Party Transactions (Details 1) HTML 68K
124: R93 Related Party Transactions (Details 2) HTML 51K
125: R94 Restricted Net Assets (Details) HTML 45K
126: R95 Convertible Redeemable Preferred Shares (Details) HTML 51K
127: R96 Convertible Redeemable Preferred Shares (Details HTML 110K
Textual)
128: R97 (Loss) Earnings Per Share (Details) HTML 83K
129: R98 Fair Value Measurements (Details) HTML 50K
130: R99 Fair Value Measurements (Details 1) HTML 48K
131: R100 Fair Value Measurements (Details Textual) HTML 40K
132: R101 Commitments and Contingencies (Details) HTML 60K
133: R102 Commitments and Contingencies (Details Textual) HTML 50K
134: R103 Segment Reporting (Details) HTML 90K
135: R104 Segment Reporting (Details Textual) HTML 41K
136: R105 Subsequent Events (Details) HTML 97K
137: R106 Parent Company Only condensed Financial HTML 120K
Information (Details)
138: R107 Parent Company Only condensed Financial HTML 74K
Information (Details 1)
139: R108 Parent Company Only condensed Financial HTML 68K
Information (Details 2)
140: R109 Parent Company Only condensed Financial HTML 61K
Information (Details 3)
141: R110 Parent Company Only condensed Financial HTML 46K
Information (Details 4)
143: XML IDEA XML File -- Filing Summary XML 247K
142: EXCEL IDEA Workbook of Financial Reports XLSX 162K
26: EX-101.INS XBRL Instance -- brqs-20180630 XML 5.11M
28: EX-101.CAL XBRL Calculations -- brqs-20180630_cal XML 266K
29: EX-101.DEF XBRL Definitions -- brqs-20180630_def XML 856K
30: EX-101.LAB XBRL Labels -- brqs-20180630_lab XML 1.74M
31: EX-101.PRE XBRL Presentations -- brqs-20180630_pre XML 1.40M
27: EX-101.SCH XBRL Schema -- brqs-20180630 XSD 264K
144: ZIP XBRL Zipped Folder -- 0001213900-18-012590-xbrl Zip 298K
Exhibit 10.51
INTELLECTUAL PROPERTY SECURITY AGREEMENT
This Intellectual Property Security Agreement (this “Agreement”) is entered into as of August 26, 2016 (the “Effective Date”), by and between PARTNERS FOR GROWTH IV, 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.
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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.
C:
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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:
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| Address of Grantor: | BORQS International Holding Corp | |
| P.O. Box 309 | ||
| Ugland House | ||
| Grand Cayman KY1-1104 | ||
| Cayman Islands | By: | /s/ William Wong |
| Name: | William Wong | |
| Title: | Director | |
| By: | /s/ Wong wai Leung Joseph | |
| Name: | Wong Wai Leung Joseph | |
| Title: | Director | |
| Address of PFG: | PARTNERS FOR GROWTH IV, L.P. | |
| Partners for Growth IV, L.P. | ||
| 1660 Tiburon Blvd., Suite D | ||
| Tiburon, California 94920 | ||
| By: | ||
| Name: | ||
| Title: | Manager, Partners for Growth IV, LLC | |
| Its: General Partner | ||
Intellectual Property Security Agreement Signature Page
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SCHEDULE A
BORQS International Holding Corp
Trademark Schedule
None at Effective Date
C:
5
SCHEDULE B
BORQS International Holding Corp
Patent Schedule
None at Effective Date
C:
6
SCHEDULE C
BORQS International Holding Corp
COPYRIGHTS
None at Effective Date
C:
7
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:
8
TRADEMARK COLLATERAL AGREEMENT AND NOTICE
This Trademark Collateral Agreement and Notice dated as of August __, 2016 (“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 IV, 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 IV, L.P. | |||
| By | By | |||
| Name: | Name: | |||
| Title: | Director | Title: | Manager,
Partners for Growth IV, LLC | |
| By | ||||
| Name: | ||||
| Title: | Director | |||
C:
9
EXHIBIT 1
BORQS International Holding Corp
Trademark Schedule
C:
10
PATENT COLLATERAL AGREEMENT AND NOTICE
This Patent Collateral Agreement and Notice dated as of August __, 2016 (“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 IV, 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 IV, L.P. | |||
| By | By | |||
| Name: | Name: | |||
| Title: | Director | Title: | Manager,
Partners for Growth IV, LLC | |
| By | ||||
| Name: | ||||
| Title: | Director | |||
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EXHIBIT 1
BORQS International Holding Corp
Patent Schedule
C:
12
COPYRIGHT COLLATERAL AGREEMENT AND NOTICE
This Copyright Collateral Agreement and Notice dated as of August __, 2016 (“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 IV, 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 IV, L.P. | |||
| By | By | |||
| Name: | Name: | |||
| Title: | Director | Title: | Manager,
Partners for Growth IV, LLC | |
| By | ||||
| Name: | ||||
| Title: | Director | |||
C:
13
EXHIBIT
1
BORQS International Holding Corp
COPYRIGHT SCHEDULE
C:
14
DOMAIN RIGHTS COLLATERAL AGREEMENT AND NOTICE
This Domain Rights Collateral Agreement and Notice dated as of August __, 2016 (“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 IV, 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 IV, L.P. | |||
| By | By | |||
| Name: | Name: | |||
| Title: | Director | Title: | Manager,
Partners for Growth IV, LLC | |
| By | ||||
| Name: | ||||
| Title: | Director | |||
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EXHIBIT 1
BORQS International Holding Corp
DOMAIN RIGHTS
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| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/14/18 | None on these Dates | ||
| 8/26/16 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/15/23 Borqs Technologies, Inc. 20-F 12/31/22 139:13M EdgarAgents LLC/FA 5/02/22 Borqs Technologies, Inc. 20-F 12/31/21 151:14M EdgarAgents LLC/FA 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 |