Exhibit 10.1

SHARE PURCHASE AGREEMENT

effective as of

December 15, 2018

By and Among

Borqs Technologies, Inc.,

Borqs Beijing, Ltd.,

Borqs Hong Kong Limited,

Shanghai KADI Technologies Co., Ltd.,

KADI Technologies Limited,

and

the Selling Shareholders named herein

SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT, effective as of December 15, 2018 (the “ Agreement ”), is hereby entered into by and among:

RECITALS:

WHEREAS, the Selling Shareholders collectively own 100% of the issued and outstanding common shares of each of KADI SH and KADI HK, in the ownership percentages set forth opposite their names as follows:

WHEREAS, (i) BORQS BJ desires to acquire from the Selling Shareholders common shares of KADI SH representing 60% of the issued and outstanding common shares of KADI SH (“ KADI SH Shares ”), and (ii) BORQS HK desires to acquire from the Selling Shareholders common shares of KADI HK representing 60% of the issued and outstanding common shares of KADI HK (“ KADI HK Shares ”, together with the KADI SH Shares, the “ KADI Shares ”), in accordance with and subject to the terms and conditions of this Agreement (the “ Transaction ”), resulting in the share ownership of each of KADI SH and KADI HK upon the Closing as follows:

WHEREAS, prior to the date hereof, BORQS has made cash payments to KADI SH in an aggregate amount equal to Six Hundred Thousand US Dollars (US$600,000) (the “ Advanced Payments ”), which amount shall be deducted from the Cash Consideration (defined below).

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows.

ARTICLE I

PURCHASE AND SALE OF THE KADI SHARES

1.1. Purchase and Sales of the KADI Shares . Subject to the terms and conditions of this Agreement, the Selling Shareholders agree to sell, assign, transfer and deliver to BORQS, and BORQS agrees to purchase, free and clear of all liens, the KADI Shares in exchange for the Purchase Price set forth in Section 1.3 .

1.2. Closing . The closing of the Transaction (the “ Closing ”) shall take place at the office of BORQS BJ, on the date hereof or such other place, time or date as BORQS and the Selling Shareholders agree in writing. By mutual agreement of the parties, the Closing may take place by conference call and facsimile or other electronic transmission of signature pages. The date of the Closing shall be referred to herein as the “ Closing Date ”.

1.3. Purchase Price .

(a) The consideration to be paid by BORQS for the KADI SH Shares shall consist of cash in the total amount of Four Million Six Hundred Thousand U.S. Dollars (US$4,600,000) payable to KADI SH (the “ Cash Consideration ”). The Cash Consideration, minus the Advanced Payments, shall be payable in accordance with the payment schedule set forth in Section 1.5 .

(b) The consideration to be paid by BORQS for the KADI HK Shares shall consist of a number of newly issued, unregistered ordinary shares of BORQS BVI (the “ BORQS Shares ”) equal to Nine Million Seven Hundred Fifty Thousand US Dollars (US$9,750,000), at the applicable per share price set forth in Sections 1.4 , 1.5(d) and 1.5(e) . The BORQS Shares shall be issued to the Selling Shareholders of KADI HK with adjustments, if any, and in accordance with the payment schedule set forth in Section 1.4 , Section 7.3 and Section 7.4 .

1.4. Closing Payments . At the Closing, BORQS shall make the following payments:

(a) To the Selling Shareholders of KADI HK, the number of BORQS Shares equal to One Million Five Hundred Thousand US Dollars (US$1,500,000) divided by the price of $3.30 per BORQS Share (454,545 BORQS Shares) (the “ First Closing Shares Payment ”), subject to Section 7.1 .

(b) To the Selling Shareholders of KADI HK, the number of BORQS Shares equal to Two Million Two Hundred Twenty Five Thousand US Dollars (US$2,250,000) divided by the volume weighted average closing price of BORQS BVI as traded on The NASDAQ Stock Market under the symbol “BRQS” for the five (5) consecutive trading days (the “ Market Price ”) immediately preceding the Closing Date (the “ Second Closing Shares Payment ”, together with the First Closing Shares Payment, the “ Closing Shares Payment ”), subject to Section 7.1 .

(c) The number of BORQS Shares equal to Two Million Two Hundred Twenty Five Thousand US Dollars (US$2,250,000) divided by the Market Price immediately preceding the Closing (the “ Escrowed Shares ”), subject to Section 7.2 , to be held by BORQS until an escrow agent, mutually acceptable to BORQS and the Selling Shareholders (“ Escrow Agent ”) is engaged to hold the Escrowed Shares pursuant to this Agreement and an escrow agreement to be executed by BORQS and the Selling Shareholders (“ Escrow Agreement ”).

1.5. Payment Schedule . Following the payments set forth in Section 1.4 , BORQS shall make the following payments after the Closing Date:

(a) For 2019, the aggregate amount of Two Million US Dollars (US$2,000,000), in four (4) equal installments of Five Hundred Thousand US Dollars (US$500,000) to KADI SH, with a quarterly installment payable prior to March 31, 2019, June 30, 2019, September 30, 2019 and December 31, 2019 by wire transfer in immediately available funds to an account designated in writing by KADI SH;

(b) For 2020, the aggregate amount of One Million US Dollars (US$1,000,000), in two (2) equal installments of Five Hundred Thousand US Dollars (US$500,000) to KADI SH, with an installment payable prior to June 30, 2020 and prior to December 31, 2020 by wire transfer in immediately available funds to an account designated in writing by KADI SH;

(c) For 2021, the aggregate amount of One Million US Dollars (US$1,000,000), in two (2) equal installments of Five Hundred Thousand US Dollars (US$500,000) to KADI SH, with an installment payable prior to June 30, 2021 and prior to December 31, 2021 by wire transfer in immediately available funds to an account designated in writing by KADI SH;

(d) To the Selling Shareholders of KADI HK, the number of BORQS Shares equal to Two Million Two Hundred Twenty Five Thousand US Dollars (US$2,250,000) divided by the Market Price immediately preceding the issuance date (the “ 2020 Year Shares ”), set forth and payable in accordance with Section 7.3 ; and

(e) To the Selling Shareholders of KADI HK, the number of BORQS Shares equal to One Million Five Hundred Thousand US Dollars (US$1,500,000) divided by the Market Price immediately preceding the issuance date (the “ 2021 Year Shares ”), set forth and payable in accordance with Section 7.4 .

1.6. Closing Deliveries of the Seller Parties . At or prior to the Closing, or as soon as practicable thereafter as set forth below, the Selling Shareholders, KADI SH or KADI HK, as applicable, shall deliver or cause to be delivered, the following:

(a) Evidence, which shall be provided within 90 days following the Closing, (i) from the applicable jurisdiction of the Chinese bureau of commerce that BORQS has valid ownership of 60% of KADI SH, and (ii) from the applicable governmental department of Hong Kong that BORQS has valid ownership of 60% of KADI HK;

(b) Resignation of all the directors of KADI SH and KADI HK except for Mr. Lin Hu who shall remain as the Chairman of both companies, and the approval of BORQS’ appointment of directors, effective as of the Closing Date;

(c) Evidence of the updated Register of Directors of KADI SH and KADI HK reflecting the change in directors, which shall be provided within 90 days following the Closing;

(d) Certificate of good standing (or corporate equivalent) of KADI SH and KADI HK from their respective jurisdiction of organization valid as of the Closing Date;

(e) Irrevocable representation by KADI that as of the Closing Date, there exists no debt of any kind and no accounts payable of any amount that had been incurred by KADI SH or KADI HK; and

(f) Such other documents, instruments, certificates or agreements, as BORQS may require, which shall be in form and substance satisfactory to BORQS.

1.7. Closing Deliveries of BORQS . At or as soon as practicable following the Closing, BORQS shall deliver or cause to be delivered, the following:

(a) Stock certificates representing the First Closing Shares Payment payable pursuant to Section 1.4(a) ;

(b) Stock certificates representing the Second Closing Shares Payment payable pursuant to Section 1.4(b) ;

(c) Stock certificates representing the Escrowed Shares payable pursuant to Section 1.4(c) ;

(d) Copies of resolutions adopted by the Board of Directors of BORQS BVI certified by an officer of BORQS BVI as to the authorization of this Agreement and the Additional Agreements, if any, and the transactions contemplated hereby and thereby; and

(e) Certificate of good standing (or corporate equivalent) of BORQS BVI, BORQS BJ and BORQS HK from their respective jurisdiction of organization valid as of the Closing Date.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES

2.1. Corporate Existence and Power . Each of KADI SH and KADI HK is a duly formed company, validly existing and in good standing under the laws of the jurisdiction of its organization, and each has all requisite power and authority, corporate and otherwise, and all governmental licenses, franchises, permits, authorizations, consents and approvals required to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. Neither KADI SH nor KADI HK has taken any action, adopted any plan, or made any agreement in respect of any transaction, consolidation, sale of all or substantially all of their respective equity interests, assets, reorganization, recapitalization, dissolution or liquidation.

2.2. Corporate Authorization . The execution, delivery and performance of this Agreement by each of the Seller Parties and each of the additional agreements (“ Additional Agreements ”) to which it is or is required to a be a party, have been duly authorized by all necessary action on the part of KADI SH and KADI HK. This Agreement constitutes, and, upon their execution and delivery, each of the Additional Agreements will constitute, a valid and legally binding agreement of the Seller Parties, enforceable against the Seller Parties in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, or (ii) rules of law governing specific performance, injunctive relief or other equitable remedies.

2.3. Charter Documents; Legality . The Seller Parties have heretofore made available to BORQS true and complete copies of the certificate of incorporation, articles of association, bylaws, operating agreements or other comparable organizational documents (“ Charter Documents ”) minute books and stock books, if applicable, of KADI SH and KADI HK, as in effect or constituted on the Closing Date.

2.4. Member or Other Interests . KADI SH and KADI HK are not members of or have any interests in any partnership, corporation, association, joint venture or other business entity.

2.5. No Conflicts; Consents . The execution, delivery and performance by KADI and the Selling Shareholders of this Agreement and Additional Agreements, if any, and the consummation of the Transaction, do not and will not: (a) violate or conflict with the Charter Documents of KADI; (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to KADI or the Selling Shareholders; (c) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any contract or other instrument to which Seller is a party or to which any of the Purchased Assets are subject; or (d) result in the creation or imposition of any lien or encumbrance on the KADI Shares or assets of KADI. No consent, approval, waiver or authorization is required to be obtained by KADI from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by KADI and the Selling Shareholders of this Agreement and the consummation of the transactions contemplated hereby. No consent, approval, waiver or authorization is required to be obtained by the Selling Shareholders from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by the Selling Shareholders of this Agreement and the consummation of the Transaction contemplated hereby.

2.6. Financial Statements.

(a) The unaudited financial statements (“ Financial Statements ”) of KADI (i) have been prepared from the books and records of KADI; (ii) have been prepared in accordance with Generally Accepted Accounting Principles (“ GAAP ”) in The Peoples’ Republic of China; (iii) fairly and accurately present KADI’s financial condition and the results of its operations as of their respective dates and for the periods then ended; (iv) contain and reflect all necessary adjustments and accruals for a fair presentation of the KADI’s financial condition as of their dates; (v) contain and reflect adequate provisions for all reasonably anticipated liabilities for all material income, property, sales, payroll or other taxes applicable to KADI with respect to the periods then ended, and (vi) all liabilities of KADI are disclosed in the Financial Statements and there are no other liabilities or indebtedness of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) except as disclosed in the Financial Statements or disclosed in writing to BORQS.

(b) All books and records of KADI have been properly and accurately kept and completed in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. KADI has none of its records, systems controls, data or information recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any mechanical, electronic or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) is not under the exclusive ownership and direct control of KADI.

(c) Neither the Selling Shareholders, nor KADI, or any employee, auditor, accountant or representative of KADI, has received or otherwise had or obtained knowledge of any compliant, allegation, assertion or claim, whether written or oral, regarding the accuracy or validity of the Financial Statements.

2.7. Litigation . There is no action, suit, investigation, hearing or proceeding or any basis therefor (“ Action ”) pending against, or to the knowledge of the Selling Shareholders, threatened against or affecting the Selling Shareholders, KADI SH or KADI HK, any of their respective officers or directors, the business of KADI SH or KADI HK before any court or arbitrator or any governmental body, agency or official or which in any manner challenges or seeks to prevent, enjoin, alter or delay the Transaction contemplated hereby. There are no outstanding judgments against KADI.

2.8. Contracts.

Each contract, written or oral, to which KADI is a party or is bound (each, a “ Contract ”) is a valid and binding agreement, and is in full force and effect, and neither the Seller Parties, nor, to the knowledge of the Seller Parties, any other party thereto, is in breach or default (whether with or without the passage of time or the giving of notice or both) under the terms of any such Contract, or that would result in a termination of such Contract or causer or permit the acceleration or other changes of any right or obligation or the loss of benefit under such Contract. Neither KADI nor any Selling Shareholder has received any notice of any intention to terminate any Contract. Neither KADI nor the Selling Shareholders has assigned, delegated, or otherwise transferred any of its rights or obligations with respect to any Contracts, or granted any power of attorney with respect thereto. The Seller Parties have provided copies of each material valid and binding Contract to BORQS with contract value higher than US$50,000.

2.9. Licenses and Permits; Compliance with Laws .

(a) Each of KADI SH and KADI HK possesses all permits, licenses, approvals, authorizations, registrations, certificates and similar rights from applicable governmental authorities (the “ Permits ”) necessary for the ownership and operation of their businesses. True, complete and correct copies of the Permits issued to KADI SH and KADI HK have previously been delivered to BORQS. Such Permits are valid and in full force and effect and, none of the Permits will be terminated or impaired or become terminable as a result of the Transaction contemplated hereby. Each of KADI SH and KADI HK has all Permits necessary to operate their respective business other than those Permits whose absence individually or in the aggregate would not cause a material adverse effect.

(b) Each of KADI SH and KADI HK has complied, and is currently in compliance, with all laws applicable to it or its business, properties or assets.

2.10. Tax Matters.

(a) Compliance Generally . Where required by applicable law, each of KADI SH and KADI HK has (A) duly and timely filed all tax returns required to be filed on or prior to the Closing Date, which tax returns are true, correct and complete in all material respects, and (B) duly and timely paid all taxes due and payable in respect of all periods up to and including the date which includes the Closing Date or has made adequate provision in its books and records and the Financial Statements in accordance with GAAP for any such tax which is not due on or before such time. KADI has provided BORQS with a schedule, which sets forth each taxing jurisdiction in which KADI SH and KADI HK has filed or is required to file tax returns and whether KADI SH or KADI HK has filed consolidated, combined, unitary or separate income or franchise tax returns with respect to each such jurisdiction, and a copy of such tax returns as shall have been requested by BORQS. Any tax returns of KADI filed subsequent hereto and on or prior to the Closing Date were or will be consistent with the tax returns furnished to BORQS and did not and will not make, amend or terminate any election with respect to any tax or change any accounting method, practice or procedure. KADI SH and KADI HK have complied with all applicable law relating to the reporting, payment, collection and withholding of taxes and has duly and timely withheld or collected, paid over and reported all taxes required to be withheld or collected on or before the Closing Date.

(b) No Audit . (A) No taxing authority has asserted any adjustment that could result in an additional tax for which KADI SH and KADI HK are or may be liable or that could result in a lien on any of its assets which has not been fully paid or adequately provided for on the Financial Statements (collectively, “ Tax Liability ”), or which adjustment, if asserted in another period, would result in any Tax Liability, (B) there is not pending any audit, examination, investigation, dispute, proceeding or claim (collectively, “ Proceeding ”) relating to any Tax Liability and, to the knowledge of KADI and the Selling Shareholders, no taxing authority is contemplating such a Proceeding and there is no basis for any such Proceeding, (C) no statute of limitations with respect to any Tax Liability has been waived or extended (unless the period to which it has been waived or extended has expired), (D) there is no outstanding power of attorney authorizing anyone to act on behalf of KADI SH or KADI HK in connection with any Tax Liability, tax return or Proceeding relating to any tax, (E) there is not any outstanding closing agreement, ruling request, request to consent to change a method of accounting, subpoena or request for information with or by any taxing authority with respect to KADI SH or KADI HK, its income, assets or business, or any Tax Liability, (F) KADI SH and KADI HK are not required to include any adjustment, required under applicable tax law, in income for any period ending after the Closing Date, (G) KADI SH and KADI HK are not and has never been a party to any tax sharing or tax allocation agreement, arrangement or understanding, (H) KADI SH and KADI HK are not and has never been included in any consolidated, combined or unitary tax return, (I) all taxable periods for the assessment or collection of any Tax Liability are closed by agreement or by operation of the normal statute of limitations (without extension) or will close by operation of the normal statute of limitations for such taxes (in each case determined without regard to any omission, fraud or other special circumstance other than the timely filing of the tax return), and (J) no taxing authority has ever asserted that KADI SH or KADI HK should file a tax return in a jurisdiction where it does not file.

2.11. Investment Representations, Warranties and Covenants by Non-United States Persons . Each Selling Shareholder who is a Non-U.S. person hereby represents and warrants to BORQS that this Agreement is made by BORQS with each Selling Shareholder, who is a Non-U.S. person, in reliance upon such Non-U.S. person’s representations, warranties and covenants made.

2.12. Other Information . Neither this Agreement, nor any of the documents or other information made available to BORQS or its affiliates, attorneys, accountants, agents or representatives pursuant hereto or in connection with BORQS’s due diligence review of the business and operations of KADI or the Transaction contemplated by this Agreement contained, contains or will contain any untrue statement of a material fact.

2.13. Money Laundering Laws . The operations of KADI are and have been conducted at all times in compliance with laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental authority (collectively, the “ Money Laundering Laws ”) and no Action involving KADI with respect to the Money Laundering Laws is pending or, to the knowledge of the Selling Shareholders or KADI, threatened.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BORQS

BORQS represents and warrants to the Seller as follows:

3.1. Corporate Existence and Power . BORQS BVI is a company duly organized, validly existing and in good standing under the laws of the British Virgin Islands, and has all requisite power and authority, corporate and otherwise, and all governmental licenses, franchises, permits, authorizations, consents and approvals required to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted.

3.2. Corporate Authorization . The execution, delivery and performance by BORQS of this Agreement and each of the other additional agreements to which it is or required to be a party and the consummation by BORQS of the Transaction contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of BORQS. This Agreement constitutes, and upon their execution and delivery, each of the Additional Agreements will constitute, the valid and legally binding agreement of BORQS, as applicable, enforceable against it in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, or (ii) rules of law governing specific performance, injunctive relief or other equitable remedies.

3.3. No Conflicts; Consents . The execution, delivery and performance by BORQS of this Agreement and Additional Agreements, if any, and the consummation of the Transaction, do not and will not: (a) violate or conflict with the Charter Documents of BORQS; (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to BORQS; (c) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any contract or other instrument to which BORQS is a party or to which any of the assets of BORQS are subject; or (d) result in the creation or imposition of any lien or encumbrance on the assets of BORQS. No consent, approval, waiver or authorization is required to be obtained by BORQS from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by BORQS of this Agreement and the consummation of the transactions contemplated hereby.

3.4. Issuance of BORQS Shares. The BORQS Shares, when issued in accordance with this Agreement, will be: (i) duly authorized and validly issued, (ii) fully paid and nonassessable, (iii) free and clear of all liens and encumbrances, and (iv) will be restricted securities subject to restrictions on transfer under applicable United States state and federal securities laws, and that may only be resold by the Selling Shareholders in compliance with the registration requirements of the Securities Act, or an exemption therefrom.

3.5. Litigation. Except as disclosed to the Selling Shareholders, there is no Action pending, or to the knowledge of BORQS, threatened against BORQS or any of its officers or directors, before any court or arbitrator or any governmental body, agency or official which if adversely determined against BORQS, has or could reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise), liabilities, results or operations or prospects of BORQS, or which in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated under this Agreement. There are no outstanding court judgments against BORQS.

ARTICLE IV

SURVIVAL OF REPRESENTATIONS AND WARRANTIES

4.1. Survival . The representations and warranties of the Seller Parties and BORQS contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

4.2. Reliance on Representations and Warranties of the Seller . Notwithstanding any right of BORQS to fully investigate the business and affairs of KADI and notwithstanding any knowledge of facts determined or determinable by BORQS pursuant to such investigation or right of investigation, BORQS shall have the right to rely fully upon the representations, warranties, covenants and agreements of the Seller Parties contained in this Agreement.

4.3. Reliance on Representations and Warranties of BORQS . Notwithstanding any right of the Selling Shareholders to investigate the business and affairs of BORQS and notwithstanding any knowledge of facts determined or determinable by the Selling Shareholders pursuant to such investigation or right of investigation, the Selling Shareholders shall have the right to rely fully upon the representations, warranties, covenants and agreements of BORQS contained in this Agreement.

ARTICLE V

INDEMNIFICATION

5.1. Indemnification of BORQS . The Selling Shareholders will indemnify and hold harmless BORQS, its affiliates and their respective officers, directors, partners, members, managers, employees, agents, trustees, successors and assigns (collectively, the “ Buyer Indemnified Persons ”) for, and will pay to the Buyer Indemnified Persons the amount of, any loss, liability, claim, damage, diminution of value, expense (including costs of investigation and defense and reasonable attorneys’ fees as incurred), whether or not involving a third-party claim (collectively, “ Losses ”), arising directly or indirectly from or in connection with: (i) any inaccuracy in or breach of any representation or warranty of the Seller Parties contained in this Agreement or any documents or instruments executed and delivered by the Seller Parties pursuant to this Agreement; and (ii) any failure by the Seller Parties to perform any covenant, agreement or obligation of the Seller Parties contained in this Agreement or any documents or instruments executed and delivered by the Seller Parties pursuant to this Agreement.

5.2. Indemnification of the Selling Shareholders . BORQS will indemnify and hold harmless the Selling Shareholders, their affiliates and their respective officers, directors, partners, members, managers, employees, agents, trustees, successors and assigns (collectively, the “ Seller Indemnified Persons ”) for, and will pay to the Seller Indemnified Persons the amount of, any Losses arising directly or indirectly from or in connection with: (i) any inaccuracy in or breach of any representation or warranty of BORQS contained in this Agreement or any documents or instruments executed and delivered by BORQS pursuant to this Agreement; and (ii) any failure by BORQS to perform any covenant, agreement or obligation of Buyer contained in this Agreement.

5.3. Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “ Indemnified Party” ) shall promptly provide written notice of such claim to the other party (the “ Indemnifying Party” ). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

5.4. Payment of Claims; Right of Set-Off . Any indemnification obligations of an Indemnifying Party under this Article VI will be paid by wire transfer in immediately available funds within ten (10) days after the receipt of a claim by the Indemnifying Party from the Indemnified Party. Any Losses suffered or incurred by BORQS as an Indemnified Party may be set off, in BORQS’ sole discretion, from any due and unpaid installment payments of cash or BORQS Shares payable to the Selling Shareholders under Section 1.5 .

ARTICLE VI

DISPUTE RESOLUTION

6.1. Arbitration .

(a) In the event a dispute arises relating to this Agreement, the parties agree to meet to resolve their disputes in good faith. Any party may seek injunctive relief, without the need to post a bond, pending the completion of arbitration under this Agreement for any breach or threatened breach of any covenant contained herein.

(b) If after good faith negotiations the dispute is not resolved, the parties shall promptly submit any dispute, claim, or controversy arising out of or relating to this Agreement, or any Additional Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement or any Additional Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration by an arbitration panel set up in Hong Kong SAR. The parties agree that binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement or any Additional Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement or any Additional Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise).

(c) The laws of Hong Kong SAR shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement and any agreement contemplated hereby shall be governed by the laws of Hong Kong SAR applicable to a contract negotiated, signed, and wholly to be performed in Hong Kong SAR, which laws the Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages.

(d) The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award or to obtain relief as provided in Section 6.1 , as applicable (including actual attorneys’ fees and costs), shall be borne by the unsuccessful party and shall be awarded as part of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs for the reasons set forth in such decision. The determination of the Arbitrator shall be final and binding upon the parties and not subject to appeal.

(e) Any judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction. The parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the parties hereto) shall have been absent from such arbitration for any reason, including that such party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding.

(f) The parties shall indemnify the Arbitrator and any experts employed by the Arbitrator and hold them harmless from and against any claim or demand arising out of any arbitration under this Agreement or any agreement contemplated hereby, unless resulting from the willful misconduct of the person indemnified.

(g) This Article VI shall survive the termination of this Agreement and any agreement contemplated hereby.

6.2. Attorneys’ Fees . The unsuccessful party to any court or other proceeding arising out of this Agreement that is not resolved by arbitration under Section 6.1 shall pay to the prevailing party all reasonable attorneys’ fees and costs reasonably incurred by the prevailing party, in addition to any other relief to which it may be entitled.

ARTICLE VII

COVENANTS AND AGREEMENTS

7.1. Clawback . The Closing Shares Payment issued to the Selling Shareholders of KADI HK at the Closing are subject to the achievement by KADI SH of the following targets:

(a) Revenue, as defined in this Agreement shall be revenue for the period from October 1, 2018 to December 31, 2018 in the amount of Three Million US Dollars (US$3,000,000) (the “ 2018 Revenue Target ”), irrespective of the actual amount of KADI’s 2018 revenue that can be consolidated into the financial results of BORQS, subject to audit by the independent financial auditor selected and assigned by BORQS (the “ BORQS Auditor ”). If revenues are 90% or more of the 2018 Revenue Target, then 100% of the Closing Shares Payment shall be kept by the Selling Shareholders; if revenues are between 60% to 89.9% of the 2018 targets, the percentage of Closing Shares Payment to be returned or “clawed back” shall equal to: (i) 90% minus (ii) the percentage completion that is between 60% to 89.9% of the 2018 Revenue Target, whichever is applicable.

(b) If revenues of KADI SH do not reach at least 60% of the 2018 Revenue Target, then all of the Closing Shares Payment shall be forfeited by the Selling Shareholders and returned to BORQS for cancellation. The amount of revenue in excess, if any, of the 2018 Revenue Target shall be applied to the 2019 Revenue Target in Section 7.2 .

(c) Each Selling Shareholder agrees and covenants not to, from the Closing Date and in accordance with the schedule set forth in Section 7.1(d) below, (i) lend, offer, pledge, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any BORQS Shares comprising the Closing Shares Payment; (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Closing Shares Payment; or (iii) publicly disclose the intention to do any of the foregoing (the “ Lock-Up ”).

(d) The Lock-Up shall apply to the BORQS Shares comprising the Closing Shares Payment in the following amounts as follows: (i) 67% of the Closing Shares Payment for a period of six (6) months following the Closing; and (ii) 33% of the Closing Shares Payment for a period of twelve (12) months following the Closing. The BORQS Shares comprising the Closing Shares Payment shall not be subject to any Lock-Up eighteen (18) months following the Closing Date.

7.2. Escrowed Shares . The Escrowed Shares held by the Escrow Agent shall be released to the Selling Shareholders of KADI HK upon the achievement by KADI SH of the following:

(a) Revenue for the year ended December 31, 2019 in the amount of Nine Million Eighty Thousand US Dollars (US$9,080,000) (“ 2019 Revenue Target ”), subject to audit by the BORQS Auditor. The 2019 Revenue Target may be adjusted as mutually agreed between BORQS and the Selling Shareholders during the following months: (i) January 2019 and (ii) July 2019. Any revision to the 2019 Revenue Target shall be in writing and executed by BORQS and the Selling Shareholders.

(b) If revenues are 90% or more of the 2019 Revenue Target, then 100% of the Escrowed Shares shall be released by the Escrow Agent to the Selling Shareholders; provided , that , that if revenues are between 60% to 89.9% of the 2019 Revenue Target, the percentage of Escrowed Shares to be released shall be reduced by a percentage equal to: (i) 90% minus (ii) the percentage completion that is between 60% to 89.9% of the 2019 Revenue Target.

(c) If (i) revenues are not at least 60% of the 2019 Revenue Target, or (ii) net income for 2019 is negative as confirmed by the BORQS Auditor, then the 2019 Revenue Target will not be deemed met and 100% of the Escrowed Shares shall be forfeited by the Selling Shareholders and released by the Escrow Agent to BORQS for cancellation.

(d) The amount of any revenue in excess of the 2019 Revenue Target (“ 2019 Revenue Excess ”) and the amount of any net income after tax in excess of Eight Hundred Thirty Thousand US Dollars (US$830,000) in 2019 (“ 2019 Income Excess ”) shall be applied to the 2020 targets set forth in Section 7.3 .

BORQS and the Selling Shareholders shall use good faith efforts to engage an Escrow Agent no later than thirty (30) days following the Closing to hold the Escrowed Shares in accordance with this Agreement and an Escrow Agreement to be executed by the parties. BORQS and the Selling Shareholders agree and acknowledge that BORQS may maintain the certificate or certificates evidencing the Escrowed Shares until such time as an Escrow Agent is engaged by the parties.

7.3. 2020 Targets . Subject to Section 7.7 , the 2020 Year Shares will be issued to the Selling Shareholders of KADI HK upon the achievement by KADI SH of the following:

(a) Revenue of Fifteen Million Five Hundred Fifty-Five Thousand US Dollars (US$15,550,000) (“ 2020 Revenue Target ”) and a net income after tax of One Million Six Hundred Thirty Thousand US Dollars (US$1,630,000) (“ 2020 Net Income Target ”) for the year ended December 31, 2020, subject to audit by the BORQS Auditor. The 2020 Revenue Target and 2020 Net Income Target may be adjusted as mutually agreed between BORQS and the Selling Shareholders during the following months: (i) January 2020 and (ii) July 2020. Any revision to the 2020 Revenue Target or 2020 Net Income Target shall be in writing and executed by BORQS and the Selling Shareholders.

(b) If revenues (including the 2019 Revenue Excess, if any) and net income (including the 2019 Income Excess, if any) are 90% or more of the 2020 Revenue Target and the 2020 Net Income Target, respectively, then 100% of the 2020 Year Shares will be issued to the Selling Shareholders; provided , that if either percentage is less than 60%, then neither the 2020 Revenue Target nor the 2020 Net Income Target will be deemed to have been met, resulting in no issuance of the 2020 Year Shares.

(c) If revenues (including the 2019 Revenue Excess, if any) is between 60% to 89.9% of the 2020 Revenue Target (“ 2020 Revenue Percentage ”), and net income (including the 2019 Income Excess, if any) is between 60% to 89.9% of the 2020 Net Income Target (“ 2020 Net Income Percentage ”), then the percentage of the 2020 Year Shares that shall be issued will be reduced by a percentage equal to: (i) 90% minus (ii) the lesser of the 2020 Revenue Percentage and the 2020 Net Income Percentage.

(d) The amount of any revenue in excess of the 2020 Revenue Target (“ 2020 Revenue Excess ”), and the amount of any net income after tax in excess of the 2020 Net Income Target (“ 2020 Income Excess ”), shall be applied to the 2021 targets set forth in Section 7.4 .

(e) Within three (3) business days after the revenue and net income of KADI SH for the year ending December 31, 2020 is finally determined, and verified by the BORQS Auditor, BORQS shall issue the 2020 Year Shares to the Selling Shareholders of KADI HK, subject to any adjustment as set forth in this Section 7.3.

7.4. 2021 Targets . Subject to Section 7.7 , the 2021 Year Shares will be issued to the Selling Shareholders of KADI HK upon the achievement by KADI SH of the following:

(a) Revenue of Twenty-Three Million Nine Hundred Fifty Thousand US Dollars (US$23,950,000) (“ 2021 Revenue Target ”) and net income after tax of Two Million Seven Hundred Eighty Thousand US Dollars (US$2,780,000) (“ 2021 Net Income Target ”) for the year ended December 31, 2021, subject to audit by the BORQS Auditor. The 2021 Revenue Target and 2021 Net Income Target may be adjusted as mutually agreed between BORQS and the Selling Shareholders during the following months: (i) January 2021 and (ii) July 2021. Any revision to the 2021 Revenue Target or 2021 Net Income Target shall be in writing and executed by BORQS and the Selling Shareholders.

(b) If revenues (including the 2020 Revenue Excess, if any) and net income (including the 2020 Income Excess, if any) are 90% or more of the 2021 Revenue Target and the 2021 Net Income Target, respectively, then 100% of the 2021 Year Shares will be issued to the Selling Shareholders; provided , that if either percentage is less than 60%, then neither the 2021 Revenue Target nor the 2021 Net Income Target will be deemed to have been met, resulting in no issuance of the 2021 Year Shares.

(c) If revenues (including the 2020 Revenue Excess, if any) is between 60% to 89.9% of the 2021 Revenue Target (“ 2021 Revenue Percentage ”), and net income (including the 2020 Income Excess, if any) is between 60% to 89.9% of the 2021 Net Income Target (“ 2021 Net Income Percentage ”), then the percentage of the 2021 Year Shares that shall be issued will be reduced by a percentage equal to: (i) 90% minus (ii) the lesser of the 2021 Revenue Percentage and the 2021 Net Income Percentage.

(d) Within three (3) business days after the revenue and net income of KADI SH for the year ending December 31, 2021 is finally determined, and verified by the BORQS Auditor, BORQS shall issue the 2021 Year Shares to the Selling Shareholders of KADI HK, subject to any adjustment as set forth in this Section 7.4 .

7.5. Target Procedures and Measurements .

(a) No later than 45 days following December 31 ^st of each calendar year, the Selling Shareholders shall deliver, or cause KADI SH to deliver, a statement (the “ Target Statement ”) to BORQS setting forth the revenues and net income of KADI for the twelve (12) month period ending December 31 ^st of the prior calendar year, or in the case of the 2018 Revenue Target, the time period set forth in Section 7.1(a) (the “ Measurement Period ”), together with reasonably detailed supporting documentation. Each Target Statement shall state KADI’s good faith determination as to whether the applicable targets in Section 7.1 , Section 7.2 , Section 7.3 and Section 7.4 have been met (or the amount, if any, by which each target was missed), specifying in reasonable detail the calculations of revenues and net income for the applicable Measurement Period. The Target Statements shall be prepared and calculated in good faith and shall be based on the books and records and financial statements of KADI, which shall have been prepared, with assistance from the BORQS accounting staff as necessary. The financial results as evidenced by the Target Statements must be verified by the BORQS assigned auditors before they are accepted by BORQS.

7.6. Purchase Option . From the Closing Date until December 31, 2021 (the “ Option Period ”), BORQS shall have the exclusive option, exercisable in its sole discretion, to purchase the remaining 40% of the common shares of each of KADI SH and KADI HK (the “ Remaining Shares ”) owned by the Selling Shareholders (the “ Purchase Option ”) at a purchase price with a 9% premium to the Purchase Price paid by BORQS pursuant to this Agreement, or as mutually agreed between BORQS and the Selling Shareholders. To exercise the Purchase Option, BORQS shall give written notice to the Selling Shareholders prior to the expiration of the Option Period and the parties shall negotiate in good faith to execute a definitive agreement for BORQS to purchase the Remaining Shares as soon as practicable following the exercise of the Purchase Option.

7.7. Issuance Limitations .

(a) BORQS and the Selling Shareholders agree and acknowledge that the number of BORQS Shares comprising the 2020 Year Shares and 2021 Year Shares issuable pursuant to Section 7.3 and Section 7.4 , respectively, may exceed twenty percent (20%) or more of the ordinary shares or voting power of BORQS BVI (such number of shares, the “ 20% Issuance ”) when aggregated with any other BORQS Shares issuable pursuant to this Agreement. To the extent that prior approval from the shareholders of BORQS BVI (“ Shareholder Approval ”) is required by the applicable rules and regulations of the NASDAQ Stock Market with respect to such 20% Issuance (as defined by the applicable rules and regulations of the NASDAQ Stock Market), BORQS BVI may not issue a number of BORQS Shares which, when aggregated with any BORQS Shares previously issued pursuant to this Agreement, would exceed 6,257,539 ordinary shares (the “ Issuance Maximum ”).

(b) In the event Shareholder Approval is required with respect to a 20% Issuance of BORQS Shares under this Agreement, BORQS BVI shall, at the next annual meeting of its shareholders, submit a proposal for such Shareholder Approval.

(c) BORQS and the Selling Shareholders agree and acknowledge that for as long as Shareholder Approval is required by NASDAQ but is not obtained from the BORQS BVI shareholders, then no more than 6,257,539 BORQS Shares shall be issued to the Selling Shareholders pursuant to this Agreement until such Shareholder Approval is obtained.

7.8. Independent Auditor . From the Closing Date, the Selling Shareholders, KADI SH and KADI HK shall provide the BORQS Auditor with the documents, assistance and resources necessary to audit and verify the financial targets set forth in Sections 7.1 , 7.2 , 7.3 and 7.4 .

7.9. Accounting Staff . From the Closing Date, BORQS shall assign one or more accounting staff to provide accounting and bookkeeping services in the offices of KADI and the Selling Shareholders, KADI SH and KADI HK, as applicable, shall provide such staff with access, documents, assistance and resources as necessary for such services.

ARTICLE VIII

MISCELLANEOUS

8.1. Notices . All notices, requests, demands, waivers, claims and other communications to any party hereunder shall be in writing and shall be given to such party by hand or overnight courier services, mailed by certified or registered mail or sent by facsimile or email transmission to the parties set forth below, and shall be effective and deemed to have been given: (i) immediately when sent by facsimile or email (with affirmative confirmation of receipt in writing or email), and (ii) when received if delivered by hand or overnight courier service or certified or registered mail on any business day:

if to BORQS, to:

Borqs Technologies, Inc.

Address: Building B23-A, Universal Business Park

 No.10 Jiuxianqiao Road, Chaoyang District

 Beijing 100015, China

 Facsimile: +86-10-5975-6363

 Email: akchan@borqs.com

if to KADI or the Selling Shareholders:

Shanghai KADI Technologies Co., Ltd

Address: No.10, 156 Lane, Changji Road

 Anting Town, Jiading District

 Shanghai, China

 Facsimile: +86-21-5996-2380

 Email: hu.lin@kadi-technologies.com

8.2. Amendments; No Waivers .

(a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each party hereto, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b) No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

8.3. Ambiguities. The parties acknowledge that each party and its counsel has participated in the drafting of this Agreement and any Additional Agreements and consequently the rule of contract interpretation that, and ambiguities if any in, the writing be construed against the drafter, shall not apply.

8.4. Publicity . Except as required by applicable law or the rules and regulations of the SEC and/or The NASDAQ Stock Market, the parties agree that neither they nor their agents, affiliates or representatives shall issue any press release or make any other public disclosure concerning this Agreement or the transactions contemplated hereunder without the prior approval of the other parties hereto.

8.5. Expenses . Except as specifically provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the Transaction contemplated hereby shall be paid by the party incurring such cost or expense.

8.6. Successors and Assigns . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, that (i) none of the Selling Shareholders may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of BORQS; and (ii) in the event BORQS assigns its rights and obligations under this Agreement to an affiliate, BORQS shall continue to remain liable for its obligations hereunder.

8.7. Further Assurances . The parties hereto agree to execute such further documents, instruments and agreements and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

8.8. Governing Law . This Agreement shall be construed in accordance with and governed by the laws of the Hong Kong SAR.

8.9. Counterparts; Effectiveness . This Agreement may be signed by facsimile signatures and in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument.

8.10. Entire Agreement . This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, among the parties with respect to the subject matter of this Agreement. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by any party hereto. Neither this Agreement nor any provision hereof is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder other than Indemnified Parties as set forth in Section 5.1 and 5.2 hereof, which shall be third party beneficiaries hereof.

8.11. Severability. If any one or more provisions of this Agreement shall, for any reasons, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

[ The balance of this page is intentionally left blank ]

IN WITNESS WHEREOF, BORQS and the Seller Parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.

Exhibit 10.2

WAIVER AND MODIFICATION NO. 1 TO

LOAN AND SECURITY AGREEMENT

This Waiver and Modification No. 1 to Loan and Security Agreement (this “ Modification ”) is entered into as of December 17, 2018 (the “ Modification Effective Date ”), by and between Partners for Growth V, L.P., a Delaware limited partnership with its principal place of business at 1660 Tiburon Blvd., Suite D, Tiburon, California 94920 (“ PFG ”) 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 ”), and BORQS International Holding Corp, a Cayman Islands company (“ Holdings ”) and a guarantor of the obligations of Borrower under that certain Deed of Guarantee and Indemnity dated as of April 30, 2018. This Modification amends that certain Loan and Security Agreement between PFG and Borrower dated as of April 30, 2018 (the “ Loan Agreement ”). Capitalized terms used but not defined herein have their meanings as set forth in the Loan Agreement. The Loan Agreement is modified herein inter alia for the purposes of providing an additional loan to Borrower upon the same terms and with the benefit of the same security, the terms of which are set forth in a new Schedule 2 to the Loan Agreement, as exhibited hereto. Group Parent is acceding as a party to this Modification as it derives direct and indirect benefit from the Loans made by PFG to Borrower and, in addition, the Schedule 2 Loan (as defined herein) is convertible at the option of PFG into ordinary shares in Group Parent. Borrower, Holdings and Group Parent may be referred to herein as “ Obligor ”.

RECITALS

WHEREAS, PFG and Obligor desire to modify the Loan Agreement to contemplate a new convertible Loan to Borrower and to waive the Specified Default as detailed in Section 4 hereof;

WHEREAS, Group Parent desires to facilitate the Schedule 2 Loan for the direct and indirect benefit of Group Parent and the Group by allowing for the convertibility of the Schedule 2 Loan into ordinary shares in Group Parent;

NOW THEREFORE, the parties hereby agree as follows:

1.  DESCRIPTION OF EXISTING INDEBTEDNESS : As of the Modification Effective Date, Borrower is directly indebted to PFG for the Obligations pursuant to the Existing Loan Documents (as defined below) in the aggregate principal amount of $3,000,000 (such amount, for the avoidance of doubt, exclusive of the sum of US$2,083,333.37 owed by Borrower to Partners for Growth IV, L.P.).

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, BVI Security Documents, Cayman Security Documents and such documents, agreements and instruments as were entered into in contemplation of the Loan Agreement. The above-described security documents, together with all other documents securing and/or perfecting security interests in the repayment of the Obligations, shall be referred to herein as the “ Security Documents ”. Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations are referred to as the “ Existing Loan Documents ”.

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

3.1  New Schedule 2 . The Loan Agreement is amended to incorporate a new “Schedule 2” incorporating the terms of the new Loan (the “ Schedule 2 Loan ”) to be made under this Modification, such Schedule 2 in the form set forth in Exhibit A to this Modification.

3.2  References to “Schedule” . References to the term “Schedule” in the Loan Agreement shall be construed to mean each or both of the Schedules as the context permits and references to the “Schedule 1 Loan” shall mean the Loan made on the original Loan Agreement Effective Date and to the “Schedule 2 Loan” shall mean the additional Loan made pursuant to this Modification.

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

3.4  Negative Covenant . Until PFG shall have otherwise expressly approved in writing (which shall be deemed to include any amendment and restatement of the Loan Agreement after the Modification Effective Date), notwithstanding anything to the contrary in Section 4.6 of the Loan Agreement, no Obligor shall transfer any Collateral or other assets, make any Permitted Investments in or incur any Permitted Indebtedness to Borrower’s New Subsidiary, Borqs Technologies (HK) Limited, or otherwise cause or permit it to hold other than nominal assets sufficient to maintain its corporate existence.

4.  ACKNOWLEDGMENT OF SPECIFIED DEFAULT; WAIVER . Borrower acknowledges that it is currently in default under the Loan Agreement due to it having failed to meet the minimum Revenues and minimum EBITDA financial covenant set forth in Section 5 of Schedule 1 (formerly the Schedule) for the reporting periods ending September 30, 2018 (the “ Current Defaults ”) and for the anticipated failure to meet the minimum EBITDA financial covenant for the reporting period ending October 31, 2018 (the “ Anticipated Default ” and, together with the Current Defaults, the “ Specified Defaults ”). If no Default or Event of Default has occurred and is continuing under the Loan Agreement, other than the Specified Defaults and the conditions set forth in Section 7 are timely satisfied, PFG shall be deemed to have forever waived the Specified Defaults. Borrower hereby acknowledges and agrees that except as specifically provided herein, nothing in this Section or anywhere in this Modification shall be deemed or otherwise construed as a waiver by PFG of any of its rights and remedies pursuant to the Existing Loan Documents, applicable law or otherwise. The waiver of Specified Defaults set forth in this Modification shall be limited precisely as written and shall not be deemed (a) to be a forbearance, waiver or modification of any other term or condition of the Loan Agreement or of any other instrument or agreement referred to therein or to prejudice any right or remedy which PFG may now have or may have in the future under or in connection with the Loan Agreement, the Existing Loan Documents or any instrument or agreement referred to therein; (b) to be a consent to any future amendment or modification, forbearance or waiver to any instrument or agreement the execution and delivery of which is consented to hereby, or to any waiver of any of the provisions thereof; or (c) to limit or impair PFG’s right to demand strict performance of all terms and covenants as of any date, subject to this Modification. The Loan Agreement, as amended, shall continue in full force and effect.

5.  Representations And Warranties OF OBLIGOR . Each Obligor hereby represents and warrants that:

(a) immediately upon giving effect to this Modification (i) the representations and warranties contained in the Existing Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent qualified in the updated Representations deliverable to PFG on or before the Modification Effective Date), and (ii) no Event of Default has occurred and is continuing, other than the Specified Defaults;

(b) it has the corporate power and authority to execute and deliver this Modification and to perform its respective obligations under the Existing Loan Documents, as amended by this Modification, and in the case of Group Parent, its obligations in relation to the conversion of the Schedule 2 Loan;

(c) its Constitutional Documents of Borrower as last delivered to PFG remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

(d) it has duly executed and delivered this Modification and the performance by it of its obligations under the Existing Loan Documents, as amended by this Modification, and any required consents, including of shareholders, have been duly obtained;

(e) this Modification constitutes (i) its binding obligations, enforceable against it in accordance with the terms of this Modification, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights, and (ii) a reaffirmation of its respective obligations under the Existing Loan Documents, including under the Hong Kong Security Documents, the Cayman Security Documents and the BVI Security Documents;

(f) as of the date hereof, it has no defenses against its obligation to repay the Obligations, it has no claims of any kind against PFG and it acknowledges that PFG has acted in good faith and in a commercially reasonable manner in connection with this Modification and the Existing Loan Documents;

(g) the Security Documents relating to Intellectual Property either disclose an accurate, complete and current listing of all Collateral that consists of Intellectual Property; and

(h) it hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in the Representations previously delivered to PFG by Borrower, and acknowledges, confirms and agrees that, subject to the update to the Representations to be provided under Section 7 hereof, the disclosures and information provided to PFG therein remain true, correct, accurate and complete in all material respects as of the Modification Effective Date.

Each Obligor understands and acknowledges that PFG is entering into this Modification in reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate.

6.  CONTINUING VALIDITY . Each of Borrower and Group Parent understands and agrees that in modifying the existing Obligations, PFG is relying upon Borrower's representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Modification, the terms of the Existing Loan Documents remain unchanged and in full force and effect. PFG's agreement to modifications to the existing Obligations in no way shall obligate PFG to make any future consents, waivers or modifications to the Obligations. Nothing in this Modification shall constitute a satisfaction of the Obligations or a waiver of any default under the Existing Loan Documents except as expressly stated otherwise. It is the intention of PFG and Borrower to retain as liable parties all makers and endorsers, if any, of the Existing Loan Documents, unless the party is expressly released by PFG in writing. Unless expressly released herein, no maker, endorser, or guarantor will be released by virtue of this Modification. The terms of this paragraph apply not only to this Modification, but also to all subsequent loan modifications.

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

7. 1 Execution and Delivery . Each Obligor shall have duly executed and delivered a counterpart of this Modification to PFG.

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

7.3  Waiver and Modification Fee . Promptly upon PFG invoice, Borrower shall have promptly paid PFG a fee in consideration of this Modification in the amount of $15,000, as detailed in Section 3 of Schedule 2.

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

7.5  Convertible Note . Borrower shall have executed and delivered and Group Parent shall have acknowledged by its execution and delivery the Note, in the form appended hereto as Exhibit C .

7.6  Joinder as Guarantor . The parties acknowledge that they have agreed the principal terms of a new loan to be consummated within approximately sixty days after the Schedule 2 Loan is disbursed, which new loan will refinance and replace the existing facilities of the Senior Lender. If such new loan is not contemplated as envisioned, as a condition subsequent to this Modification, Group Parent shall upon PFG request promptly join and accede to the Existing Loan Documents as a named guarantor of Borrower’s Obligations.

The failure of any of the conditions set forth in this Section 7 shall constitute an immediate Event of Default.

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

9.  RATIFICATION OF EXISTING LOAN DOCUMENTS; FURTHER ASSURANCES . (a) Borrower 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.

10.  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.

11.  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.

12.  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.

13.  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]

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

Signature Page - PFG V -Borqs Hong Kong Limited

Modification No. 1 to Loan and Security Agreement

Exhibit A – Schedule 2

Partners For Growth

Schedule 2 to

Loan and Security Agreement

This Schedule 2 forms an integral part of the Loan and Security Agreement between PARTNERS FOR GROWTH V, L.P. and the above-referenced Borrower dated the date specified above as the “ Modification Effective Date ”).

In addition to any other conditions to the Schedule 2 Loan set out in this Agreement (the conditions to the Schedule 1 Loan being acknowledged by PFG to have been satisfied or waived on or after the Effective Date), PFG will not make the Schedule 2 Loan until PFG shall have received from Borrower, in form and substance reasonably satisfactory to PFG, such documents, and completion of such other matters, as PFG may reasonably deem necessary or appropriate, including that there shall be no discovery of any facts or circumstances which would, as determined by PFG in its good faith business judgment, materially negatively affect or be reasonably expected to materially negatively affect the collectability of the Obligations, PFG’s security interest in Borrower’s Collateral or the value thereof. Notwithstanding the foregoing, Borrower agrees to deliver to PFG each item required to be delivered to PFG under this Agreement as a condition precedent to the Schedule 2 Loan. Borrower expressly agrees that the making of the Schedule 2 Loan made prior to the receipt by PFG of any such item shall not constitute a waiver by PFG of Borrower’s obligation to deliver such item unless so waived in a separate writing, and the making of the Schedule 2 Loan in the absence of a required item shall be in PFG’s sole discretion. Without limiting the foregoing, as conditions precedent to the Loan, Borrower shall provide:

(i) duly executed original signatures of each Obligor to this Schedule 2;

(ii) a Certificate for each Obligor signed by a Responsible Officer (in the case of Borrower) or a Person authorized to lawfully act on behalf of Guarantor (in the case of each other Obligor) appending the written resolutions or minutes of a meeting of its board of directors and, as required, of its shareholder(s), authorizing the execution, delivery and performance of this Schedule 2 and, in the case of Group Parent, the issuance of its ordinary shares upon conversion of the Note or any Warrant issued in connection with a prepayment of the Note;

(iii) Any Control Agreements as required by Section 8(b) of this Schedule 2, duly executed by Borrower and each relevant depositary institution in favor of PFG;

(iv) to the extent reasonably practicable, certified copies, dated as of a recent date, of Security Instrument searches, as PFG shall request, accompanied by written evidence that the Liens indicated in any such Security Instruments either constitute Permitted Liens or have been or, in connection with the Schedule 2 Loan, will be terminated or released;

(v) the Representations as updated to the Modification Effective Date, duly executed by Borrower on behalf of Borrower and Guarantor;

(vi) the insurance policies and/or endorsements required pursuant to Section 4.3;

(vii) payment of the payable Fees specified in Section 3 of this Schedule 2 and Lender Expenses incurred in connection with the Schedule 2 Loan;

(viii) any third party consents required in order for Borrower to enter into and perform the Loan Agreement, as amended by the Modification;

(ix) any ratification of Subordination Agreement required by the Senior Lender;

(x) subordination agreements in favor of PFG from holders of Indebtedness;

(xi) execution and delivery of any BVI Security Documents in connection with the Modification;

(xii) execution and delivery of the Cayman Security Documents in connection with the Modification;

(xiii) execution and delivery of the Hong Kong Security Documents in connection with the Modification;

(xiv) execution, delivery of all other Security Instruments contemplated under the BVI Security Documents, Cayman Security Documents or Hong Kong Security Documents; and

(xv) to the extent that the conditions to this Agreement have not been completed as of the Modification Effective Date, a post-closing obligations letter in PFG’s customary form by which PFG waives or defers performance of such conditions as PFG is willing to defer in its sole business discretion.

[Signature Page Follows]

Exhibit 10.3

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (“ NOTE ”) AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE LAWS OF HONG KONG, S.A.R, THE LAWS OF THE BRITISH VIRGIN ISLANDS OR ANY OTHER JURISDICTION’S SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, OR ASSIGNED EXCEPT (i) PURSUANT TO REGISTRATIONS OR EXEMPTIONS UNDER SUCH LAWS, OR (ii) IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT SUCH REGISTRATIONS. THIS NOTE IS BEING ISSUED PURSUANT TO THAT CERTAIN WAIVER AND MODIFICATION NO. 1 TO LOAN AND SECURITY AGREEMENT AMONG (INTER ALIA) MAKER, GROUP PARENT AND HOLDER OF EVEN DATE WITH THIS NOTE (THE “ LOAN AGREEMENT ”), THE RIGHT OF HOLDER THEREIN TO EXCHANGE UP TO $1,000,000 OF ITS “SCHEDULE 2 LOAN” FOR ORDINARY SHARES OF GROUP PARENT (AN OBLIGOR OF MAKER’S OBLIGATIONS UNDER THE LOAN AGREEMENT).

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

BORQS HONG KONG LIMITED, a company incorporated under the laws of Hong Kong with registration number 1151010 and its registered address its principal place of business at Office B, 21/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong (“ Maker ”), for value received, promises to pay to Partners for Growth V, L.P., a Delaware limited partnership (“ Holder ”) the principal sum of One Million Dollars (the “ Principal Amount ”) on December 17, 2023 or immediately upon Holder demand after the occurrence of an Event of Default under the Loan Agreement that is continuing or upon the Schedule 2 Loan Maturity Date. Capitalized terms used but not defined herein are used with the meanings given to them in the Loan Agreement, as amended. The terms of the Loan Agreement shall govern this Note and are incorporated by reference herein and Holder shall have the benefit of its terms whether or not the Loan Agreement is then in effect. All Maker Obligations under the Loan Agreement, including those under this Note, are unconditionally guaranteed by Borqs International Holding Corp, a Cayman Islands company with Cayman entity no. 192127, the direct parent company of Maker. Group Parent is joined to this Note as set forth in Section 14.

1. Payments .

(a) The interest rate payable hereunder shall be 12.00%, per annum, payable monthly on the basis set forth in Section 1 of the Schedule to the Loan Agreement. Any accrued and unpaid interest on this Note will be due and payable on the day that all principal is due and payable, whether on the Schedule 2 Loan Maturity Date, by acceleration or upon conversion as set forth in Section 3 hereof.

(b) Payment shall be made in lawful tender of the United States in immediately available funds, and shall be credited first to accrued interest then due and payable with the remainder applied to principal. This Note may be prepaid to the extent permitted under the Loan Agreement, subject to the contemporaneous issuance of the “Prepayment Warrant” to Holder as specified herein.

2. Ranking . This Note and all principal, interest and other amounts, if any, payable hereunder shall rank senior in right of payment to all other Maker, Borrower and Group Parent Indebtedness, save for Indebtedness to the Senior Lender named in the Loan Agreement, for so long as Indebtedness to the Senior Lender remains outstanding and unpaid.

3. Conversion .

(a) This Note may be converted at any time upon election by Holder into Group Parent’s ordinary shares (the “ Conversion Shares ”).

(b) The basis on which this Note may convert into Conversion Shares is dollar-for-dollar at a conversion price equal to $4.79 per share (the “ Conversion Price ”) such that if this Note were converted in whole it would convert into 208,768 Conversion Shares.

(c) Upon its receipt of Holder’s notice of conversion, Group Parent shall cause (and Maker shall procure) at Group Parent’s or Maker’s expense, to be issued in the name of and delivered to Holder, a certificate, certificates or other evidence of the Conversion Shares to which Holder is entitled upon such conversion.

(d) Group Parent shall reserve and keep available out of its authorized but unissued capital such number of Conversion Shares as shall from time to time be sufficient to effect conversion of this Note into Conversion Shares. Group Parent will not, by amendment of its Memorandum and Articles of Association, shareholders or other agreements between Group Parent and its investors or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, dividend or other distribution of cash or property, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by Maker and Group Parent, but will at all times in good faith assist in the carrying out of all the provisions hereof, and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of Holder as set forth herein against impairment.

4. Prepayment . This Note may be prepaid on the basis set forth in Schedule 2 to the Loan Agreement, but expressly subject to the contemporaneous issuance by Group Parent of one or more Warrants in Holder’s favor to acquire that number of Conversion Shares as would be acquirable at the Conversion Price by the dollar amount of the Note prepaid (such warrant, the “ Conversion Warrant ”). The Conversion Warrant shall be in form and substance substantially identical to the form of Conversion Warrant appended to this Note as “Attachment I”.

5. Conversion Adjustments .

(a) Adjustments . The basis on which this Note may convert shall be subject to adjustment from time to time in accordance with this Section 5.

(b) Subdivisions, Combinations and Stock Dividends . If Group Parent shall at any time subdivide by split-up or otherwise, its securities of the same type as the Conversion Shares into a greater number of Conversion Shares, or issue additional Group Parent securities as a dividend, bonus issue or otherwise with respect to any Conversion Shares, the Conversion Price (and/or number of Conversion Shares) in effect immediately prior to such subdivision or share dividend or bonus issue shall be proportionately reduced. Conversely, in case the Conversion Shares of Group Parent shall be combined into a smaller number of Group Parent securities, the Conversion Price (and/or number of Conversion Shares) in effect immediately prior to such combination shall be proportionately increased.

(c) Reclassification, Exchange, Substitutions, Etc. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of Conversion Shares, Holder shall be entitled to receive, upon conversion of this Note, the number and kind of securities and property that Holder would have received in exchange for the securities that would have been issued on conversion if this Note had been converted immediately before such reclassification, exchange, substitution, or other event. Group Parent or its successor shall promptly issue to Holder a certificate setting forth the number and kind of such new securities or other property issuable upon exchange or exercise of this Note as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class and series of securities issuable upon exchange or exercise of this Note. The certificate shall provide for adjustments (as determined in good faith by Group Parent’s Board, as “Board” is defined in the Loan Agreement) which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5 including, without limitation, adjustments to the Conversion Price and number of Conversion Shares. The provisions of this Section 5(c) shall similarly apply to successive reclassifications, exchanges, substitutions, or other similar events.

(d) Notices of Record Date, Etc . In the event that Group Parent shall:

(1) declare or propose to declare any dividend upon any equity, whether payable in cash, property, stock or other securities and whether or not a regular cash dividend, or

(2) offer for sale any additional securities of Group Parent, or

(3) effect or approve any reclassification, exchange, substitution or recapitalization of the capital of Group Parent, including any subdivision or combination of its outstanding units, or a consolidation or merger of Group Parent with, or sale of all or substantially all of its assets to, another corporation, or to liquidate, dissolve or wind up (including an assignment for the benefit of creditors), or

(4) offer holders of registration rights the opportunity to participate in any public offering or registrations of Group Parent’s securities, then , in connection with such event, Group Parent shall give to Holder:

(i) at least ten (10) days prior written notice of the date on which the books of Group Parent shall close or a record shall be taken for such a dividend or offer in respect of the matters referred to in (1) or (2) above, or for determining rights to vote in respect of the matters referred to in (3) above; and

(ii) in the case of the matters referred to in (3) above, at least ten (10) days prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (1) shall also specify, in the case of any such dividend, the date on which Holders of units shall be entitled thereto and the terms of such dividend, and such notice in accordance with clause (2) shall also specify the date on which Holders of units shall be entitled to exchange their units for securities or other property deliverable upon such reorganization, reclassification, exchange, substitution, consolidation, merger or sale, as the case may be, and the terms of such exchange. Each such written notice shall be given by first class mail, postage prepaid, addressed to Holder of this Note at the address of Holder; and

(iii) in the case of the matter referred to in (4) above, the same notice as is given or required to be given to Holders of such registration rights.

(e) Adjustment by Board . If any event occurs that does not fall within the generic terms used in this Section 5 (such as merger, amalgamation or reorganization) but is within the rationale of adjustment provisions generally in warrants as maintaining the economic value of this Note and Conversion Shares relative to other holders of securities of the same class and series as the Conversion Shares, then the Board shall make an adjustment in the application of such provisions so that the effect of such event on the rights and economics of Holder are not disadvantaged relative to the rights and economics of other holders of securities of the same class and series as the Conversion Shares, generally.

(f) Officers’ Statement as to Adjustments . Whenever the Conversion Price is required to be adjusted as provided in this Section 5, Group Parent shall forthwith file at the office of its registered agent in the British Virgin Islands, with a copy to Holder notice parties set forth in Section 11 hereof, a statement, signed by the Chief Executive Officer or Chief Financial Officer of Maker or Group Parent, as the case may be, showing in reasonable detail the facts requiring such adjustment and the Conversion Price that will be effective after such adjustment.

(g) Issue of Securities other than Conversion Equity . In the event that at any time, as a result of any adjustment made pursuant to Section 5, Holder thereafter shall become entitled to receive any securities of Group Parent, other than Conversion Shares, thereafter the number of such other securities so receivable upon exchange of this Note shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Conversion Shares contained in Section 5.

5. Events of Default . An Event of Default shall be deemed to have occurred under this Note if an Event of Default has occurred under the Loan Agreement (whether or not any particular Loan is outstanding at the time of such Event of Default) or any other Loan Document (each, an “ Event of Default ”).

6. No Offset Rights . Group Parent may not offset any amounts due or claimed to be due from Holder to Group Parent against amounts due to Holder under this Note.

7. Costs and Expenses . Group Parent promises to pay all reasonable costs and expenses incurred, including reasonable attorneys’ fees, incurred by Holder in connection with the enforcement of Holder’s rights hereunder and collection of any amounts due under, this Note. Group Parent hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument, except for notices to which Group Parent is expressly entitled under this Note.

8. Successors and Assigns . This Note shall be binding upon, and shall inure to the benefit of, Maker, Group Parent and Holder and their respective successors and assigns; provided , however , that neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by Maker or Group Parent without the prior written consent of Holder. Holder may, upon notice only, assign its right to convert this Note in whole or in part to an Affiliate, subject only the assignee executing such documents and agreements as Holder would be required to execute and deliver if it had converted this Note in whole or in part.

9. Modifications and Amendments; Reissuance of Note . This Note may only be modified, amended, or terminated (other than by payment in full) by an agreement in writing signed by Maker, Group Parent and Holder. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by Holder. Upon receipt of evidence reasonably satisfactory to Maker of the loss, theft, destruction, or mutilation of this Note and of an unsecured agreement of indemnity reasonably satisfactory to Maker, and upon surrender or cancellation of this Note, if mutilated, Maker and Group Parent will make and deliver a new Note of like tenor in lieu of such lost, stolen, destroyed, or mutilated Note.

10. Remedies Cumulative . Each and every right, power and remedy herein given to Holder, or otherwise existing, shall be cumulative and not exclusive and be in addition to all other rights, powers and remedies now or hereafter granted (including, without limitation, other rights of set-off under applicable law) or otherwise existing. Each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by Holder.

11. Notices . All notices or other communications required or permitted hereunder shall be in writing and shall be deemed effectively given in the manner set forth in the Loan Agreement, addressed as follows:

if to Holder, at

Partners for Growth V, L.P.

1660 Tiburon Blvd., Suite D

Tiburon, CA 94920

Attention: Andrew Kahn

Email: notices@pfgrowth.com

with a copy (not constituting notice) to

Greenspan Law Office

Attn: Benjamin Greenspan, Esq.

620 Laguna Road

Mill Valley, CA 94941

Fax: (415) 738-5371

Email: ben@greenspan-law.com

or

if to Maker, Guarantor or Group Parent, at

c/o Borqs Hong Kong Limited

Attn: Anthony K. Chan, Chief Financial Officer

Office B, 21/F, Legend Tower

7 Shing Yip Street, Kwun Tong

Kowloon, Hong Kong S.A.R.

Email: akchan@borqs.com

or at such other address and facsimile number as Holder shall have furnished to Maker in accordance with this Section 11.

12. Waiver . Holder shall not by any act (except by a written instrument in accordance with Section 10 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of Holder, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by Holder of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Holder would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

13. Miscellaneous; Interpretation . The terms of the Loan Agreement are incorporated by reference herein and shall provide the basis for Holder’s rights and remedies so long as this Note (or any part hereof if prepaid in part) is outstanding. This Note is intended to supplement the Loan Agreement terms in relation to the terms of this Note. In the event of any direct conflict between the terms of this Note and the terms of the Loan Agreement, except as to the issue date of this Note and where expressly set forth herein to the contrary, the terms of the Loan Agreement and such other Loan Document shall control (whether or not the Loan Agreement or such other Loan Document is then in effect). Without limiting the foregoing, the terms governing this Note in relation to late payment and fees payable in connection therewith are as set forth in the Loan Agreement (whether or not the Loan Agreement is then in effect). “Dollars” and “$” mean the lawful currency of the United States.

14. Execution by Group Parent . Notwithstanding anything to the contrary set forth in the Loan Agreement and this Note, Group Parent is joined to this Note (i) in its capacity as an Obligor under the Loan Agreement, and (ii) to document Group Parent’s obligation to issue its ordinary shares upon conversion of this Note.

[Signature Page Follows]

IN WITNESS WHEREOF, Maker, Guarantor and Group Parent have caused this Note to be executed and delivered, signed on the date first set forth above.

Attachment I – Conversion Warrant

Exhibit 10.4

WARRANT

THIS WARRANT (“WARRANT”) TO PURCHASE SHARES IN THE CAPITAL OF BORQS TECHNOLOGIES, INC. , A BRITISH VIRGIN ISLANDS COMPANY (THE “COMPANY”) IS ISSUED ON THE ISSUE DATE PURSUANT TO THE TERMS GOVERNING ISSUANCE OF A WARRANT UPON PREPAYMENT IN WHOLE OR IN PART OF THAT CONVERTIBLE SECURED PROMISSORY NOTE dated as of December 17, 2018 (the “note”), as such note is ISSUED PURSUANT TO THAT CERTAIN WAIVER AND MODIFICATION NO. 1 TO LOAND AND SECURITY AGREEMENT DATED DECEMBER 17, 2018 (such waiver and modification no, 1, collectively WITH SUCH LOAN AND SECURITY AGREEMENT, THE “LOAN aGREEMENT”), by and among THE COMPANY, ITS SUBSIDIARY, Borqs International Holding Corp (AS “GUARANTOR”), AND BORQS HOND KONG LIMITED, THE COMPANY’S INDIRECT SUBSIDIARY AND PRINCIPAL OBLIGOR (AS “bORROWER”) UNDER THE LOAN AGREEMENT.

The term “ Holder ” shall initially refer to Partners for Growth V, L.P., a Delaware limited partnership, which is the initial holder of this Warrant and shall further refer to any subsequent permitted holder of this Warrant from time to time.

The Company does hereby certify and agree that Holder that this Warrant is issued in consideration of each prepayment of the Note (as defined in the heading) in whole or in part Holder, or its permitted successors and assigns, hereby is entitled to Exchange or Exercise this Warrant in the Company for up to [●] ([●]) Ordinary Shares of the Company (the “Warrant Shares”). This Warrant is subject to adjustment as set forth in this Warrant. Capitalized terms used but not defined in this Warrant have their meanings as set forth in the Loan Agreement and the Note, whether or not the Loan Agreement is then in effect. When the term “convert” or “conversion” in relation to the Warrant is used herein, it includes an Exchange and an Exercise, each as defined in Section 1.3(a), below, as applicable.

Section 1. Term, Price and Exchange of Warrant.

1.1  Term of Warrant . This Warrant shall be convertible from the Issue Date until 5:00 p.m. U.S. Pacific Time on the Expiration Date set forth above (hereinafter referred to as the “ Expiration Date ”).

1.2  Exchange Price . The price per Share at which the Warrant Shares are issuable upon conversion of this Warrant shall be $4.79 per Warrant Share (the “ Exchange Price ”).

¹ Dollar amount prepaid divided by the stated Conversion Price under the Note.

² Date of any prepayment(s) of the Note.

1.3  Conversion of Warrant .

(a) This Warrant may be exercised, in whole or in part, upon surrender of this Warrant to the Company, together with the Election to Exchange or Exercise attached hereto as Exhibit A (the “ Election ”) duly completed and executed with “Exercise” selected as the mode of conversion, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised (an “ Exercise ”). In whole or in part in lieu of an Exercise, Holder may convert this Warrant on a cashless basis by so indicating in the Election and proceeding in accordance with the remainder of this Section 1.3 (an “ Exchange ”). In each above case, Holder shall surrender this Warrant to the Company at its then principal offices, together with the Election duly completed and executed.

(b) Upon an Exchange, Holder shall receive Warrant Shares such that, without the payment of any funds, Holder shall surrender this Warrant in exchange for the number of Warrant Shares equal to “X” (as defined below), computed using the following formula:

(c) For purposes of calculating Fair Market Value for purposes of Exchanging this Warrant, the “Fair Market Value” of one Warrant Share shall be (i) if the Company’s securities become listed on an internationally-recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “ Trading Market ”), the average closing sale price reported on such exchange for such listed securities during the 90-trading day period immediately prior to the date Holder delivers its Election to the Company, or (ii) if the Company’s securities are traded over-the-counter, the highest average of bid and ask price for such securities over the 90-trading day period immediately prior to the day Holder delivers its Election to the Company, in each case of (i) and (ii), above, if the Warrant Shares are convertible into such listed or over-the-counter traded securities other than on a one-to-one basis, multiplied by the ratio at which one Warrant Share converts into such other security. If the Company’s securities are not listed or traded as contemplated in clauses (i) or (ii), above, the Fair Market Value of the Warrant Shares shall be the price per Warrant Share which the Company could obtain from a willing buyer of Warrant Shares sold by the Company from its authorized but unissued share capital, initially as the Board of Directors of the Company (“Board”) shall determine in its reasonable good faith judgment, subject to Holder’s valuation rights below, but in no event less than the price to which a holder of Warrant Shares would be entitled based on an enterprise valuation of the Company (including its Subsidiaries if part of a Group) as a going concern and the application of the rights, preferences and privileges of the Company’s outstanding securities as set forth in the Company’s Constitutional Documents without discount for minority, control or lack of marketability. For the avoidance of doubt, if the Board relies on an appraisal (including a “409A”-type valuation) to determine the Fair Market Value of the Warrant Shares, such determined Fair Market Value from such appraisal may not assume the automatic conversion of all convertible securities in deriving such Fair Market Value but, instead, shall be based on enterprise value and application of the rights, preferences and privileges of the Company’s outstanding securities as set forth in the Company’s Constitutional Documents as if the Company (or Group) were being sold in an Acquisition for cash to determine what dollar value each class of security would receive upon such Acquisition. If the Warrant is to be converted in connection with an Acquisition (in fact), the Fair Market Value of a Warrant Share shall be based on the enterprise value specified or implied in such Acquisition and shall be the greater of (A) the value attributable to the Warrant Shares and (B) the value attributable to the Company securities into which the Warrant Shares are (or may be) convertible (but subject to Holder’s conversion directly into such other Company securities). If Holder disagrees the Board's determination, Holder may engage an independent appraiser to determine fair market value of the Warrant Shares the foregoing basis at shared expense between the Company and Holder. If the fair market value difference between the Board's determination and the determination by Holder's appraiser is less than 30%, then the average between the two determinations shall be deemed to be the fair market value. If the difference is 30% or more, then the parties shall agree a second appraiser, with each party bearing half of the expense of such second appraiser, and the determination of such appraiser shall be deemed to be the fair market value.

(d) In the event that Holder converts this Warrant in connection with a transaction in which shares of the same class and series as the Warrant Shares are converted into another security, Holder may effect a conversion directly into such other security.

(e) Subject to Section 2 hereof, upon delivery of the duly completed and executed Election, the Company shall issue and deliver within two (2) business days to Holder or such other person as Holder may designate in writing a certificate or certificates and a certified copy of the Company’s Register of Members maintained under section 41 of the BVI Business Companies Act, 2004 (as amended) evidencing Holder’s ownership of the number of Warrant Shares so acquired upon the conversion of this Warrant. Such certificate(s) or other legal evidence shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a shareholder of the Company and a holder of record of such Warrant Shares as of the date the Election is delivered to the Company, provided, however, Holder’s admission as a shareholder shall be subject to Holder’s execution and delivery of such agreements as may be required of all shareholders or of an accession or similar agreement by which Holder agrees to be bound by such agreements. If this Warrant is converted in part, a new warrant substantially identical to this Warrant for the number of Shares not converted shall be promptly executed and delivered to Holder by the Company.

1.4 Fractional Interests . The Company shall not be required to issue fractions of Warrant Shares upon the conversion of this Warrant. If any fraction of a Warrant Share would be issuable upon the conversion of this Warrant (or any portion thereof), the Company shall purchase such fraction for an amount in cash equal to the fair market value of a Warrant Share as determined by the Board in its reasonable judgment.

1.5  Register . A register of holders (the “Register”) shall be kept by or on behalf of the Company at its registered office or at such other place as may be permitted by applicable law. There shall be entered in the Register:

Any change in the name or address of Holder shall be notified to the Company in writing within a reasonable time after the change occurs which shall cause the Register to be altered accordingly. Holder and any person authorised by Holder shall be at liberty at all reasonable times during office hours to inspect the Register and to take copies of or extracts from it or any part of it. The Company shall be entitled to treat Holder as the absolute owner of this Warrant and accordingly shall not, except as ordered by a court of competent jurisdiction or as required by law, be bound to recognise any equitable or other claim to, or interest in, this Warrant on the part of any other person, whether or not it shall have express or other notice of that claim or interest. Holder will be recognised by the Company as entitled to this Warrant free from any equity, set off or cross claim on the part of the Company against the original or any intermediate holder of such Warrant.

1.6  Certain Definitions . For purposes of this Warrant:

“ Acquisition ” means, in any single transaction or series of related transactions: (i) any sale or other disposition (including exclusive license) of all or substantially all of the assets of the Company in whatever form and however consummated (including equity held directly or indirectly in a Subsidiary, (ii) any reorganization, consolidation, merger or acquisition of the Company or a Controlling interest in the Company, or (iii) any liquidation or deemed liquidation under the Company’s Constitutional Documents..

An “ Affiliate ” of, or person “affiliated” with, a specified Person, is a Person that directly, or indirectly through one or more intermediaries, beneficially owns or is beneficially owned, controls or is controlled by, or is under common control with, the Person specified, and any person or entity that owns or controls directly or indirectly ten percent (10%) or more of the shares of Company (for which purposes, the term “shares” shall include any security or other instrument, including convertible debt, that is convertible into or exchangeable for shares) shall be deemed to be an Affiliate of the Company.

“ Constitutional Documents ” means the Company’s Memorandum and Articles of Association (as amended and restated, as applicable) and any agreements between or among the Company and holders of any class or series of its shares.

“ Control ” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect through one or more Affiliates, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership or voting of voting securities, by contract, by effective, de facto control or otherwise.

“ Founder(s) ” means the Person(s) who have founded and / or direct the non-BVI entities and businesses that comprise the operations of the Group.

“ Fully-Diluted ” in relation to the Company’s share equity means its outstanding and issuable securities, treating all options (issued or reserved for issuance, such as under an employee share scheme) and all warrants, convertible securities, convertible debt and other derivative instruments and rights on an as-exercised and as-converted into shares basis.

“ Group ” means the Company, together with its direct and indirect subsidiaries and Affiliates, that comprise the business enterprise in which the Company is the beneficial owner, by actual share ownership, contract or otherwise.

“ Liquidity Event ” means a transaction in which any holders of equity in the Group and/or Local Management of the Group (whether the corporate vehicle for such holders now exists or exists in the future) would be reasonably expected to substantially achieve a financial exit or return from their investments in the Group, such as a public offering or listing or quotation of the Company’s shares on a Trading Market, an Acquisition, a change of Control or any transaction or event with similar effect to any of the foregoing, and the term “ Liquidity Vehicle ” means the entity through which a Liquidity Event is to be ultimately consummated.

“ Local Management ” means the Founder(s) and/or management of the Group operating entities and would typically, but not exclusively, be the Persons who founded and / or managed the Group operating entities prior to investor participation through the funding of the Company.

“ Localization Transaction ” has the meaning set forth in Section 1.8.

“ Marketable Securities ” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or comparable reporting requirements of the exchange or in the jurisdiction in which the Company’s securities are listed or traded, and is then current in its filing of all required reports and other information thereunder; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded on a Trading Market, (iii) Holder would be able to publicly re-sell, within thirty (30) calendar days following the closing of such Acquisition, all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition, and (iv) Holder is not subject to any lock-up or similar restriction (whether contractual or regulatory).

“ Person ” or “ person ” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, government, or any agency or political division thereof, or any other entity of any kind.

1.6  Automatic Conversion upon Expiration . Upon the Expiration Date, this Warrant shall automatically be deemed on and as of such date to be Exchanged pursuant to Section 1.3 as to all Warrant Shares (or such other securities) for which this Warrant has become convertible and for which it shall not previously have been converted for Warrant Shares (or if not then outstanding, into such other class and series of securities into which the Warrant Shares is then convertible), and the Company shall promptly deliver a certificate and a certified copy of the register of members of the Company maintained under section 41 of the BVI Business Companies Act, 2004 (as amended) or other legal evidence of ownership of such other securities issued upon such Exchange to Holder.

1.7  Treatment of Warrant Upon Acquisition of Company . Without prejudice to Holder’s right to convert this Warrant at any time at its option, upon the closing of any Acquisition in which the sole consideration is cash or Marketable Securities or a combination of the foregoing, Holder shall (at its sole option) either (i) convert this Warrant, and such conversion will be deemed effective immediately prior to the consummation of such Acquisition or (ii) if Holder elects not to convert this Warrant, this Warrant will expire upon the consummation of such Acquisition. The Company shall provide reasonable advance notice of an Acquisition and in no event shall such advance notice be less than ten (10) Business Days. In all other Acquisitions (including without limitation, where the consideration is part cash and part other consideration that is not (all) Marketable Securities), the surviving entity shall (unless Holder elects to convert this Warrant), as a condition to such Acquisition, assume the obligations of the Company under this Warrant mutatis mutandis and to the extent applicable, in which case this Warrant shall be exercisable for the same securities as would be deliverable for the Warrant Shares issuable upon Exchange of the unexchanged portion of this Warrant as if such Warrant Shares were issued shares on the record date for the Acquisition (and the Warrant Price and/or number of Warrant Shares shall be adjusted accordingly).

1.8  Conditional Repurchase Obligation Upon Reorganization of Off-Shore Holding Company Structure .

(a) The Company acknowledges that as of the Issue Date, the Company is the penultimate holding company in a multi-entity group, some of the operating entities of which are entities formed under the laws of jurisdictions other than the British Virgin Islands, including the PRC, and the group has been structured so that as of the Issue Date the Company is anticipated to be the corporate vehicle in which a Liquidity Event will be effected for the benefit of the Group’s beneficial owners. Without limiting the adjustments that may be required under Section 4, if : (i) the Group should be reorganized (whether in anticipation of a Liquidity Event or otherwise) such that after such reorganization a Group entity other than the Company will be the vehicle in which such Liquidity Event is to be consummated (any such Group reorganization transaction, including a so-called “de-VIE” transaction in respect of a PRC localization, a “ Localization Transaction ”), and (ii) in connection with a Localization Transaction (A) for any reason (other than the laws of its own jurisdiction of domicile) Holder is unable to receive and hold its pro rata ownership in the new Liquidity Vehicle (or receive consideration, if the Localization Transaction is consummated directly or indirectly in connection with a Liquidity Event) due to a legal or regulatory impediment (such as, for example only in the case of the PRC, restrictions on non-PRC Person ownership of a warrant or equity in any new PRC Liquidity Vehicle), then, without limiting Holder’s right to transfer this Warrant to or receive an equivalent warrant in such surviving PRC entity in the name of a Holder-designated PRC Person that may lawfully hold such new warrant without such regulatory impediment, or (B) Holder is not provided the opportunity to exchange this Warrant for a warrant or equivalent equity in the new Liquidity Vehicle, then , as a joint and several obligation, the Company, the Borrower under the Loan Agreement (whether or not the Loan Agreement is then in effect) and/or the new Liquidity Vehicle shall, upon initial closing of such Localization Transaction, purchase this Warrant for the amount that Holder would receive on an as-converted into Warrant Shares basis, applying the liquidation preferences and adjustments as would reasonably apply assuming a liquidation of the Company under the Company’s Constitutional Documents, with the value to be assumed for purposes of determining the amount attributable to the Warrant Shares being the Enterprise Valuation (such purchase amount, the “ Warrant Purchase Price ” and such term as defined below).

(b) The Warrant Purchase Price determined in accordance with this Section shall be paid in cash in full upon the initial closing of the Localization Transaction and shall not be subject to any post-Localization Transaction closing contingencies or adjustments, including without limitation, earn-out or escrowed consideration.

(c) The term “ Enterprise Valuation ” means the fair market value of the Group at the time of a Localization Transaction, which shall be mutually agreed between Holder and the Company and which may be inferred from the implied valuation in connection with any then recent arm’s length Group equity or convertible debt financing, the valuation used for purposes of new proposed investment in the Group, as anticipated to be localized, any then recent and comprehensive (from a Group perspective) independent professional valuation report or, failing agreement between the Company and Holder as to the fair market value of the Group, by independent appraisal as contemplated in Section 1.3(c).

Section 2. Exchange and Transfer of Warrant.

(a) This Warrant may be transferred, in whole or in part, without restriction, subject only to (i) Holder’s compliance with applicable securities laws (which, in the case of Affiliates, shall be deemed satisfied by Holder (and transferee) certification of Affiliate status), and (ii) the transferee holder of the new Warrant assuming the obligations of Holder set forth in this Warrant. A transfer may be registered with the Company by submission to it of the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. After the Company’s registration of a transfer of this Warrant, the Company will issue and deliver to the transferee a new warrant (representing the portion of this Warrant so transferred) upon the same terms and conditions as this Warrant and in substantially identical form, which the Company will register in the new holder’s name. In the event of registration of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new warrant that entitles the transferring holder to the balance of this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the delivery of this Warrant for transfer, the transferee holder shall for all purposes become Holder of the new warrant issued for the portion of this Warrant so transferred, irrespective of the date of actual delivery of the new warrant representing the portion of this Warrant so transferred.

(b) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new warrant to Holder in substitution therefor upon the Company's receipt of (i) evidence reasonably satisfactory to the Company of such event, and (ii) if requested by the Company, an indemnity agreement in reasonable and customary form.

(c) The Company shall pay its own and all Holder’s reasonable costs and expenses incurred in connection with the conversion, transfer replacement or enforcement of this Warrant, including, without limitation, securities compliance, attorneys’ fees and costs, the costs of preparation, execution and delivery of a new warrant and of certificates or other legal evidence of all Warrant Shares.

Section 3. Certain Covenants.

(a) The Company shall ensure that any approval of its Board and shareholders required for issuance of this Warrant and of the Warrant Shares issuable upon conversion hereof (which shall, for the avoidance of doubt, include any securities into which Warrant Shares are or become convertible) remains in full force and effect until the earlier of conversion or the Expiration Date.

(b) The Company will not, by amendment of its Constitutional Documents or through reorganization, consolidation, merger, amalgamation, sale of assets or otherwise, avoid or seek to avoid the observance or performance of any of the terms of this Warrant. Without limiting the foregoing, the Company will from time to time take all such action as may be necessary or appropriate in order that the Company may validly and legally issue Warrant Shares upon the conversion of this Warrant.

(c) The Company shall not treat the Warrant or the Warrant Shares as being granted or issued as property transferred in connection with the performance of services or otherwise as compensation for services rendered.

(d) The Company shall not characterize the Warrant as an ownership interest in the Company or Holder as a shareholder of the Company until such time as Holder converts the Warrant for Warrant Shares and is entered as a shareholder of the Company’s register of members.

(e) The Company shall ensure and shall procure that at all times this Warrant is in effect, Holder shall have the benefits accorded “Investors” under any registration rights agreement between the Company and such investors and shall not consent to any amendment of such registration rights agreement that would have the effect of treating Holder differently than or depriving Holder of benefits that are accorded Investors under such registration rights agreement.

Section 4. Adjustments to Number of Warrant Shares, Etc.

4.1 Adjustments . In order to prevent dilution of the rights granted hereunder, the Number of Shares and Exchange Price shall be subject to adjustment from time to time in accordance with this Section 4. Upon each adjustment of the Exchange Price pursuant to this Section 4, Holder shall thereafter be entitled to acquire upon conversion, at the Exchange Price resulting from such adjustment, the number of Warrant Shares obtainable by multiplying the Exchange Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable immediately prior to such adjustment and dividing the product thereof by the new Exchange Price resulting from such adjustment.

4.2 Subdivisions, Combinations and Stock Dividends . If the Company shall at any time subdivide by split-up or otherwise, the class and series of Company securities into which the Warrant could then be converted into a greater number of shares, or issue additional securities as a dividend, bonus issue or otherwise with respect to such securities into which the Warrant could be converted, then the Exchange Price in effect immediately prior to such subdivision or share dividend or bonus issue shall be proportionately reduced and the number of shares acquirable upon exchange hereunder shall be proportionately increased. Conversely, if the class and series of Company securities into which the Warrant could then be converted are combined into a smaller number of shares, the Exchange Price in effect immediately prior to such combination shall be proportionately increased.

4.3 Reclassification, Exchange, Substitutions, Etc. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exchange or exercise of this Warrant, Holder shall be entitled to receive, upon conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Warrant Shares if this Warrant had been converted immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Warrant Shares to Ordinary Shares pursuant to the Company’s Constitutional Documents upon the closing of a public offering of the Company's Ordinary Shares. The Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exchange or exercise of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exchange or exercise of this Warrant. The amendment to this Warrant shall provide for adjustments (as determined in good faith by the Company’s Board) which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exchange of the new Warrant. The provisions of Sections 4.2 and 4.3 shall similarly apply to successive subdivisions, combinations, Share dividends, distributions, reclassifications, exchanges, substitutions, and dilutive events.

4.4 Notices of Record Date, Etc . In the event that the Company shall:

(1) declare or propose to declare any dividend upon Company securities, whether payable in cash, property, shares or other securities and whether or not a regular cash dividend, or

(2) offer for sale any additional shares of any class or series of the Company’s stock or securities exchangeable for or convertible into such stock in any transaction that would give rise (regardless of waivers thereof) to pre-emptive rights of any class or series of shareholders, or

(3) effect or approve any reclassification, exchange, substitution or recapitalization of the share capital of the Company, including any subdivision or combination of its issued shares, or consolidation, amalgamation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation, or to liquidate, dissolve or wind up (including an assignment for the benefit of creditors), or

(4) offer holders of registration rights the opportunity to participate in any public offering of the Company’s securities, or receive a notice or demand for redemption of Company securities, or

(5) offer shareholders the opportunity to participate in any public offering of the Company’s securities,

then , in connection with such event, the Company shall give to Holder:

(i) at least ten (10) days prior written notice of the date on which the books of the Company shall close or a record shall be taken for such a distribution or offer in respect of the matters referred to in (1) or (2) above, or for determining rights to vote in respect of the matters referred to in (3) above; and

(ii) in the case of the matters referred to in (4) and (5) above, the greater of (A) ten (10) days prior written notice of the date when the same shall take place and (B) the date that notice is or is required to be given to any shareholder.

Such notice in accordance with the foregoing clause (1) shall also specify, in the case of any such distribution, the date on which Holders of Company securities shall be entitled thereto and the terms of such distribution, and such notice in accordance with clause (2) shall also specify the date on which Holders of Company securities shall be entitled to convert their stock for securities or other property deliverable upon such reorganization, reclassification, exchange, substitution, consolidation, merger or sale, as the case may be, and the terms of such exchange. Each such written notice shall be given by first class mail, postage prepaid, addressed to Holder of this Warrant at the address of Holder.

4.5 Equitable Adjustments by Board . If any event occurs as to which the provisions of this Section 4 are not strictly applicable or if strictly applicable would not fairly protect the rights of Holder in accordance with the essential intent and principles of such provisions, then the Board shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect such rights.

4.6 Officer’s Statement as to Adjustments . Whenever the Number of Shares subject to this Warrant is required to be or is adjusted as provided in Section 4, the Company shall forthwith file at the office designated for the conversion of this Warrant a statement, signed by the chief financial officer of the Company, showing in reasonable detail the facts requiring such adjustment and the number of issuable Warrant Shares that will be effective after such adjustment. If such notice relates to an adjustment resulting from an event referred to in Section 4.3, such notice shall be included as part of the notice required to be mailed or published under the provisions of Section 4.4.

4.7 Issue of Securities other than Warrant Shares . In the event that at any time, as a result of any adjustment made pursuant to Section 4, Holder thereafter shall become entitled to receive any securities of the Company, other than Warrant Shares, thereafter the number of such other securities so receivable upon conversion of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares within this Section 4.

Section 5. Rights of the Warrant Holder.

This Warrant shall entitle Holder, upon Conversion, to the benefit of all rights as are applicable to any shareholder of the Company holding shares that are the same class and series as the Warrant Shares.

Section 6. Representations, Warranties and Covenants of the Company . The Company represents and warrants to, and covenants with, Holder that:

6.1   Corporate Power; Authorization . The Company has all requisite corporate power and has taken all requisite corporate action to execute and deliver this Warrant, to issue the Warrant and Warrant Shares and to carry out and perform all of its obligations hereunder. This Warrant has been duly authorized, executed and delivered on behalf of the Company and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally and (ii) as limited by equitable principles generally. Any person executing this Warrant on behalf of the Company is a duly authorized officer of the Company with all necessary legal authority to bind the Company generally and with the specific legal authority to cause the Company to execute and deliver this Warrant.

6.2  Validity of Securities . This Warrant, when sold by the Company against the consideration therefor as provided herein, will be validly authorized, issued and fully paid. The issuance and delivery of the Warrant is not subject to any consent, approval, pre-emptive or any similar rights of the shareholders of the Company (which has not been duly secured or waived), including without limitation any pre-emptive rights, rights of first refusal or any liens or encumbrances except for restrictions on transfer provided for herein or under applicable securities laws; and when and if Warrant Shares are issued upon conversion and in accordance with the terms hereof and this Warrant is converted for such Warrant Shares, such shares will be, at each such issuance, validly issued Warrant Shares in the Company’s capital, in compliance with all applicable securities laws and free of any liens or encumbrances except for restrictions on transfer provided for herein, in the Constitutional Documents or under such applicable securities laws.

6.3  Capitalization . At the Issue Date, the authorized share capital of the Company is as set forth in the Company’s current public filings with the U.S. Securities and Exchange Commission (“SEC Filings”). There are no other options, warrants, conversion privileges or other contractual rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares in the Company's capital or other securities that are not disclosed in the SEC Filings. If at any time while this Warrant is in effect the Company ceases to be current in its reporting under the U.S. Exchange Act of 1934, the Company shall provide Holder a detailed capitalization table reflecting its Fully-Diluted equity.

6.4  No Conflict . The execution and delivery of this Warrant do not, and the consummation of the transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, under, any provision of the Company’s Constitutional Documents, as amended, or any mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company, its properties or assets, the effect of which would have a material adverse effect on the Company or materially impair or restrict its power to perform its obligations as contemplated hereby.

6.5  Governmental and other Consents . As at the Issue Date, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority or other person or entity is required on the part of the Company in connection with the issuance, sale and delivery of the Warrant and the Warrant Shares, except such filings as shall have been made prior to and shall be effective on and as of the date hereof. All Company and shareholder consents required in connection with issuance of the Warrant and Warrant Shares have either been obtained by the Company or no such consents are required.

6.6  Exempt from Registration . As at the Issue Date, assuming the accuracy of the representations and warranties of Holder in Section 7 hereof, the offer, sale and issuance of the Warrant and the Warrant Shares will be exempt from any registration requirements under British Virgin Islands law.

Section 7. Representations and Warranties of Holder . Holder hereby represents and warrants to the Company as of the Issue Date as follows:

7.1  Investment Experience . Holder is an “accredited investor” within the meaning of Rule 501 under the Securities Act of the United States of America, and was not organized for the specific purpose of acquiring the Securities. Holder is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Holder has such business and financial experience as is required to give it the capacity to protect its own interests in connection with the purchase of the Warrant and the Warrant Shares.

7.2  Investment Intent . Holder is purchasing the Warrant for investment for its own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. Holder understands that the Warrant has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of Holder’s investment intent as expressed herein.

7.3  Authorization . Holder has all requisite power and has taken all requisite action required of it to carry out and perform all of its obligations hereunder. The execution and delivery of this Warrant has been duly authorized, executed and delivered on behalf of Holder and constitutes the valid and binding agreement of Holder, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally and (ii) as limited by equitable principles generally. The consummation of the transactions contemplated herein and the fulfillment of the terms herein will not result in a breach of any of the terms or provisions of Holder’s constitutional documents or instruments. Any person executing this Warrant on behalf of Holder is a duly authorized officer of Holder with all necessary legal authority to bind Holder generally and with the specific legal authority to cause Holder to execute and deliver this Warrant.

Section 8. Notices.

All notices to be given under this Warrant shall be in writing and shall be given: (i) personally, or (ii) by reputable private delivery service, (iii) by regular first-class mail, or certified mail return receipt requested, or (iv) by fax, or (v) by electronic mail. If sent by fax or electronic mail, such notice shall also be sent concurrently by one of the other methods provided herein. Notices may be sent to the parties in accordance with their contact details specified below or to any other address, fax number or electronic mail address later designated in writing by a party. All notices shall be deemed to have been given upon delivery in the case of notices personally delivered, or at the expiration of one Business Day following delivery to the private delivery service, or two Business Days following the deposit thereof in the United States mail, with postage prepaid, or upon receipt during the Business Day where received in the case of notices sent by fax or electronic mail, but subject to reasonably concurrent transmission by another method, as specified above. The addresses for such communications shall be:

if to Holder, at

Partners for Growth V, L.P.

1660 Tiburon Blvd.

Tiburon, California 94920

Attention: Chief Financial Officer

Fax: (415) 781-0510

Email: Notices@pfgrowth.com

with a copy (not constituting notice) to

Tanner De Witt Solicitors

Attn: Jan Willem Möller / Eddie Look

17th Floor, Tower One, Lippo Centre

89 Queensway, Hong Kong

Fax: +852 2802 3553

Email: janmoeller@tannerdewitt.com / eddielook@tannerdewitt.com

with a copy (not constituting notice) to

Greenspan Law Office

Attn: Benjamin Greenspan, Esq.

620 Laguna Road

Mill Valley, CA 94941

Fax: (415) 738-5371

Email: ben@greenspan-law.com

with the original of this Warrant and any replacement, restatement or reissue of this Warrant to be delivered to:

Robert W. Baird & Co., Inc.

Two Belvedere Place, Ste. 330

Mill Valley, CA 94941

ATTN: Nicolle Hudachek

Phone # 415-627-3208

Email: NHudachek@rwbaird.com

or if to the Company, at

Borqs International Holding Corp.
Tower A, Building B23
Universal Business Park
No. 10 Jiuxiangqiao Road
Chaoyang District, Beijing 100015, China
Attn: Pat Chan, CEO
Facsimile No.: 86-10-5975-6363
Telephone No: 86-10-5975-6336
Email: pat.chan@borqs.com

with a copy to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, NY 10105, U.S.A.

Attn: Jessica Yuan

Phone: 212-370-1300

Fax: 212-370-7889

Email: jyuan@epsllp.com

Each party hereto may from time to time change its address for notices under this Section 9 by giving at least 10 calendar days' notice of such changes address to the other party hereto.

Section 10. Amendments and Waivers.

This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

Section 11. Applicable Law; Severability.

This Warrant shall be governed by laws of the British Virgin Islands and for the benefit of Holder, the Company agrees that the courts of the British Virgin Islands have jurisdiction to hear and determine any action, suit or proceeding, and settle any disputes, in connection with this Warrant and accordingly submits to the jurisdiction of the British Virgin Islands courts. The Company waives any objection which it may have to the British Virgin Islands courts on the grounds of inconvenient forum or otherwise as regards proceedings in connection with this Warrant, agrees not to argue before any court or tribunal that such courts are an inappropriate or inconvenient forum and agrees that a judgment or order of the British Virgin Islands courts in connection with this Warrant is conclusive and binding on it and may be enforced in the courts of any other jurisdiction. If any one or more of the provisions contained in this Warrant, or any application of any provision thereof, shall be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and all other applications of any provision thereof shall not in any way be affected or impaired thereby.

Section 12. Specific Performance.

Without prejudice to any other rights or remedies that Holder may have, the Company acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Warrant by the Company. Accordingly, Holder shall be entitled, to the remedies of injunction, specific performance or other equitable relief for any actual breach of the terms of this Warrant.

Section 13. Construction.

Section headings are only used in this Agreement for convenience. The Company and Holder each acknowledge that the headings may not describe completely the subject matter of the applicable Section, and the headings shall not be used in any manner to construe, limit, define or interpret any term or provision of this Agreement. This Agreement has been fully reviewed and negotiated between the parties and no uncertainty or ambiguity in any term or provision of this Agreement shall be construed strictly against either party under any rule of construction or otherwise.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed on the day and year first above written.

Exhibit A

To: BORQS TECHNOLOGIES, INC.

ELECTION TO EXCHANGE OR EXERCISE

The undersigned hereby exercises its right to Exchange its Warrant for _________________ fully paid, validly issued and nonassessable:

☐ Ordinary Shares

The undersigned hereby exercises its right to Exercise its Warrant for _________________ fully paid, validly issued and nonassessable:

☐ Ordinary Shares

[check one box]

covered by the attached Warrant in accordance with the terms thereof.

and requests that certificates or other legal evidence of ownership of such Shares be issued in the name of, and delivered to:

______________________

______________________

______________________

Exhibit B

ASSIGNMENT FORM

To: BORQS TECHNOLOGIES, INC.

The undersigned hereby assigns and transfers this Warrant to

(Insert assignee’s social security or tax identification number)

(Print or type assignee’s name, address and postal code)

and irrevocably appoints _______________________________________ to transfer this Warrant on the books of the Company.