Exhibit 10.32

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***]
INDICATES THAT INFORMATION HAS BEEN REDACTED.

MEMBERSHIP INTEREST PURCHASE AGREEMENT

effective as of

October 19, 2021

By and Among

Borqs Technologies, Inc.

and

Holu Hou Energy, LLC

and

the members of Holo Hou Energy, LLC, named on the signature pages hereto

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), effective as of October 19, 2021 (the “Effective Date”), is hereby entered into by and among:

RECITALS

NOW, THEREFORE, the Parties agree as follows:

ARTICLE I

PURCHASE AND SALE OF MEMBERSHIP INTERESTS OF HHE

1.1. MEMBERSHIP INTERESTS OF HHE.

As of the Effective Date, the members listed below (each, a “Selling Member” and collectively, the “Selling Members”, and together with HHE, the “Seller Parties”) (i) collectively own one hundred percent (100%) of the issued and outstanding membership units of HHE (“Membership Units”) or (ii) are owners of profit interests in HHE. As of the Effective Date, the name of each Member, the number of Membership Units owned by such Member, and such Member’s percentage ownership interest is listed below, on a fully-diluted basis is set forth on Schedule 1.1(a) attached hereto.

(b) In addition to Membership Units set forth on Schedule 1.1(a) attached hereto, certain members of HHE have additional conversion rights under (1) the Project Option Agreement that was offered through a Private Placement Memorandum, dated April 10, 2019, a copy of which has been provided to BORQS (the “Project Option Agreement”) and (2) an Inventory Procurement Fund with a balance of Three Hundred Fifty Thousand U.S. Dollars ($350,000) issued to multiple invertor beginning on February 2, 2021 (the “Inventory Fund”), a copy of which been made available to BORQS. HHE and the Named Members each represents and warrants to BORQS that no party to any Project Option Agreement currently, and as of the date of Closing, is entitled to receive any additional Membership Units, and HHE shall not create any projects that would entitle any party of a Project Option Agreement to receive Membership Units. HHE and the Named Members each further represents and warrants to BORQS that the Inventory Fund will be fully paid within two (2) years of the date of this Agreement, and such pay off shall eliminate any conversion rights of any party to the Inventory Fund.

1.2. Purchase of HHE Membership Interests. Subject to the terms and conditions of this Agreement, BORQS agrees to purchase, and HHE agrees to sell, newly created and issued “Class A Membership Units” of HHE in order for BORQS to own fifty-one percent (51.00%) of all the issued and outstanding Membership Interests as of the Closing Date, and the Selling Members to own forty-nine percent (49.00%) of all the issued and outstanding Membership Interests as of the Closing Date. On or prior to the Closing, the Selling Members’ Membership Interests shall be converted to newly issued and created Class B Membership Units. (as defined in the Amended and Restated Limited Liability Company Agreement (as defined below) The rights and obligations of holders of Class A Membership Units and Class B Membership Units shall be set forth in the Amended and Restated Limited Liability Company Agreement (as defined below). Upon the Closing, the resulting membership interests of HHE will become:

For the purchase of 2,991,312 Class A Membership Units (the “New HHE Units”), BORQS shall issue 14,034,930 ordinary shares (the “BORQS Consideration Shares”) to HHE. At the Closing, that number of the BORQS Consideration Shares identified on Exhibit A attached hereto and incorporated herewith, as to be issued to HHE shall be delivered to HHE, and that number of the BORQS Consideration Shares identified on Exhibit A attached hereto as to be held in escrow shall be deposited in an escrow account at Continental Stock Transfer and Trust Company (the “Escrow Account”), such escrowed shares to be released in accordance with the Escrow Agreement (as defined below). The issuance of shares at the Closing of the transaction and the release of shares from the Escrow Account is subject to conditions to closing described in Article IV, including, without limitation, the execution and delivery of the escrow agreement executed by Continental Stock Transfer and Trust Company and the Parties in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”). On the first anniversary of the Closing, an additional number of BORQS Consideration Shares equal to any positive number resulting from the following calculation: (i) the number of shares obtained by dividing (A) $10,020,000 by (B) the (I) average of the high and low trading prices of the BORQS common stock for each of the five (5) trading days immediately preceding such anniversary divided by five (5) minus (ii) 14,034,930; provided, that, such additional number of BORQS Consideration Shares shall in no event exceed 6,005,070.

1.3. Cash Payment. BORQS represents that it is in the process of a fundraise transaction, which terms and conditions are at the discretion of BORQS and its investors only, and BORQS anticipates having two (2) separate closings for such fundraise, where the first closing (the “First Fundraise Closing”) will be contemporaneous with the signing of agreements with investors, and the second closing (the “Second Fundraise Closing”) will be upon or as soon as practicable after the effectiveness of a registration statement to be filed with the US Securities and Exchange Commission (the “SEC”). At the Closing (as defined below), $3.25 million of the proceeds of the First Fundraise Closing (the “First Fundraise Cash”) will be contributed to HHE by BORQS as a Capital Contribution (as defined in the Amended and Restated Limited Liability Company Agreement) to be used solely for working capital purposes (provided, that, a portion of such Capital Contributions may be used to repay the loans made by the persons listed on Schedule 1.3 attached hereto in the amounts listed thereon), and upon or immediately after the Second Fundraise Closing, $6.75 million of the proceeds of the Second Fundraise Closing will be deposited into the Escrow Account; provided, that, if the Second Fundraise Closing does not take place on or before December 31, 2021, BORQS shall be obligated to make a Capital Contribution in the amount of $6.75 million which shall be deposited into the Escrow Account (the “Second Fundraise Cash”). The release of the Second Fundraise Cash from the Escrow Account to HHE for working capital purposes shall be as set forth in Exhibit A attached hereto and incorporated herewith. Upon release of the Second Fundraise Cash from the Escrow Account, the Second Fundraise Cash shall be contributed by BORQS as a Capital Contribution (as defined in the Amended and Restated Limited Liability Company Agreement) to be used solely for working capital purposes.

1.4. Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place as soon as practicable after the First Fundraise Closing and shall be subject to the closing conditions set forth in Article IV hereof. By mutual agreement of the Parties, the Closing may take place by transmission of signature pages, demonstrating evidence of the exchange of equity and cash payment, made via facsimile or other electronic transmission methods. The date of the Closing shall be referred to herein as the “Closing Date”.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF HHE AND THE NAMED MEMBERS

HHE and the Named Members, jointly, represent and warrant to BORQS that the statements contained in this Article II are true and correct as of the Effective Date. “Knowledge” shall mean in the case of HHE, the knowledge of the managers of HHE after due inquiry and in the case of Named Members who are not managers of HHE, actual knowledge

2.1. Company Existence and Power. HHE is a duly formed limited liability company, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority, limited liability company 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. Schedule 2.1 sets forth each jurisdiction in which HHE is licensed or qualified to do business, and HHE is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the operation of its business makes such licensing or qualification necessary. HHE has not 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 HHE and each of the additional agreements to be delivered by HHE in accordance with Article IV (the “Additional Agreements”), if any, to which it is or is required to be a party, have been duly authorized by all necessary limited liability company action on the part of HHE. This Agreement constitutes, and, upon their execution and delivery, each of the Additional Agreements will constitute, a valid and legally binding agreement of HHE who are party to such agreements, enforceable against HHE 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. HHE heretofore made available to BORQS true and complete copies of the certificate of formation, operating agreements and other comparable organizational documents (“Charter Documents”), minute books and stock books, if applicable, of HHE, as in effect or constituted on the Closing Date.

2.4. Capitalization; Member or Other Interests.

(a) Except as accounted for in the capitalization of HHE as set forth in Section 1.1 hereof, no Person has any additional right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement and the Additional Agreements (collectively, the “Transaction”). Except as accounted for in the capitalization of HHE as set forth in Section 1.1, the issuance and sale of the Membership Interests to BORQS will not obligate HHE to issue Membership Interests or other securities to any Person (other than BORQS) and will not result in a right of any holder of HHE securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding Membership Interests of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding Membership Interests was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as described herein, no further approval or authorization of any member, the Board of Managers of HHE or others is required for the issuance and sale of the Membership Interests to be issued to BORQS hereunder. There are no voting agreements or other similar agreements with respect to the Membership Interests to which HHE is a party or, to its Knowledge, between or among any of HHE’s members.

(b) Except as disclosed to BORQS on Schedule 2.4, HHE is not a member and does not have any interests in any partnerships, corporations, associations, joint ventures or other business entities.

2.5. No Conflicts; Consents. The execution, delivery and performance by HHE of this Agreement and the Additional Agreements and the consummation of the Transaction, do not and will not: (a) violate or conflict with the Charter Documents of HHE; (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to HHE; (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 HHE is a party or to which any of its assets are subject; or (d) result in the creation or imposition of any Encumbrance (as defined below) on the HHE membership units or assets of HHE. “Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership. Except as disclosed to BORQS on Schedule 2.5, no consent, approval, waiver or authorization is required to be obtained by HHE from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by HHE and the consummation of the transactions contemplated hereby.

2.6. Financial Statements.

(a) The unaudited historical financial statements of HHE set forth on Schedule 2.6(a) attached hereto (the “Financial Statements”) (i) have been prepared from the books and records of HHE; (ii) have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States; (iii) fairly and accurately present HHE’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 HHE’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 HHE with respect to the periods then ended, and (vi) all liabilities of HHE required to be disclosed thereon under GAAP 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 set forth on Schedule 2.6(a) attached hereto.

(b) All books and records of HHE 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. HHE 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 HHE.

(c) Neither HHE nor any employee, auditor, accountant or representative of HHE, has received or otherwise had or obtained Knowledge of any complaint, 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, threatened against or affecting HHE, or any of their respective officers, members or directors, the business of HHE 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, including but not limited to any Action relating to HHE’s Intellectual Property. There are no outstanding judgments against HHE.

2.8. Contracts. Each contract, written or oral, to which HHE is a party or is bound (each a “Contract”) is a valid and binding agreement, and is in full force and effect and HHE, any other party thereto, is not in breach or default (whether with or without the passage of time or the giving of notice or both) under the terms of any of any such Contract, or that would result in a termination of such Contract or cause or permit the acceleration or other changes of any right or obligation or the loss of benefit under such Contract, and the execution of this Agreement will not cause such a breach or default or result in a termination or cause or permit the acceleration or other changes of any right or obligation or the loss of benefit under such Contract. HHE has not received any notice of any intention to terminate any Contract. HHE has not 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. A list of the Contracts with a contract higher than $50,000 is set forth on Schedule 2.8 attached hereto (the “Material Contracts”), and true and correct copies of such Contracts have been delivered to BORQS.

2.9. Licenses and Permits; Compliance with Laws.

(a) HHE possesses all permits, licenses, approvals, authorizations, registrations, certificates and similar rights from applicable governmental authorities (the “Permits”) necessary for the ownership and operation of its business (the “Business”). True, complete and correct copies of the Permits issued to HHE 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. HHE has all Permits necessary to operate the Business other than those Permits whose absence individually or in the aggregate would not cause a material adverse effect.

(b) HHE 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, HHE 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. Schedule 2.10(a) attached hereto sets forth each taxing jurisdiction in which HHE has filed or is required to file Tax Returns and whether HHE 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 HHE 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. HHE has 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 which is or could be a Liability for HHE 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 HHE, 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 HHE 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 HHE, its income, assets or business, or any Tax Liability, (F) HHE is not required to include any adjustment, required under applicable Tax law, in income for any period ending after the Closing Date, (G) HHE is not and has never been a party to any tax sharing or tax allocation agreement, arrangement or understanding, (H) HHE is 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 HHE should file a Tax Return in a jurisdiction where it does not file.

2.11. 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 HHE or the Transaction contemplated by this Agreement contained, contains or will contain any untrue statement of a material fact.

2.12. Undisclosed Liabilities; Outstanding Invoices and Unpaid Employee Compensation.

(a) The balance sheet of HHR as of June 30, 2021 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date.” HHE has no Liabilities, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

(b) Schedule 2.12(b) attached hereto lists all (i) unpaid accounts payable of HHE, including the invoice numbers and amounts and (ii) earned but unpaid employee and consultant compensation, including name of the employee or consultant, the amount and a description of the agreement or arrangement pursuant to which such amount was earned.

2.13. Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been any:

(a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a material adverse effect;

(b) declaration or payment of any dividends or distributions on or in respect of any of HHE’s membership interests or redemption, purchase or acquisition of HHE’s membership interests;

(c) material change in any method of accounting or accounting practice, except as required by GAAP or as disclosed in the Financial Statements;

(d) material change in cash management practices and policies, practices and procedures with respect to collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, accrual of Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;

(e) entry into any Contract that would constitute a Material Contract;

(f) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;

(g) transfer, assignment, sale or other disposition of any of assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the ordinary course of business;

(h) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting assets of HHE;

(i) transfer or assignment of or grant of any license or sublicense under or with respect to any Intellectual Property Assets or Intellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice);

(j) abandonment or lapse of or failure to maintain in full force and effect any Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any material Trade Secrets included in the Intellectual Property Assets;

(k) material damage, destruction or loss, or any material interruption in use, of any assets, whether or not covered by insurance;

(l) acceleration, termination, material modification to or cancellation of any Contract or Permit;

(m) material capital expenditures;

(n) imposition of any Encumbrance upon any of its assets;

(o) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $50,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractor;

(p) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business;

(q) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral;

(r) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers or employees;

(s) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;

(t) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of Inventory or supplies in the ordinary course of business consistent with past practice;

(u) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

2.14. Title to Assets. HHE has good and valid title to, or a valid leasehold interest in, all of its assets. All such assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

(a) those items set forth in Schedule 2.14(a) attached hereto;

(b) liens for Taxes not yet due and payable;

(c) mechanics’, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the Business;

(d) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the Business, which do not prohibit or interfere with the current operation of any Real Property and which do not render title to any Real Property unmarketable; or

(e) other than with respect to Owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to HHE.

2.15. Product Liability and Quality Inspection Reports; Condition and Sufficiency of Assets. Schedule 2.15 attached hereto sets forth a list of all product liability and quality inspection reports related to HHE’s technology and products of HHE, including all products in development and all sample products.. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property included in HHE’s assets are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. HHE’s assets are sufficient for the continued conduct of its business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business as currently conducted.

2.16. Real Property. 

(a) Schedule 2.16(a) attached hereto sets forth each parcel of real property owned by HHE and used in or necessary for the conduct of its business as currently conducted (together with all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto, collectively, the “Owned Real Property”), including with respect to each property, the address location and use. HHE has delivered to Buyer copies of the deeds and other instruments (as recorded) by which HHE acquired such parcel of Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of HHE with respect to such parcel. With respect to each parcel of Real Property:

(i) HHE as good and marketable fee simple title, free and clear of all Encumbrances, except Permitted Encumbrances;

(ii) HHE has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and

(iii) there are no unrecorded outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein.

(b) Schedule 2.16(b) attached hereto sets forth each parcel of real property leased by HHE and used in or necessary for the conduct of the Business as currently conducted (together with all rights, title and interest of HHE in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which HHE holds any Leased Real Property (collectively, the “Leases”). HHE has delivered to BORQS a true and complete copy of each Lease. With respect to each Lease:

(i) such Lease is valid, binding, enforceable and in full force and effect, and HHE enjoys peaceful and undisturbed possession of the Leased Real Property;

(ii) HHE is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and HHE has paid all rent due and payable under such Lease;

(iii) HHE has not received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by HHE under any of the Leases and no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;

(iv) HHE has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and

(v) HHE has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.

(c) HHE has not received any written notice of (i) material violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to materially and adversely affect the ability to operate the Real Property as currently operated. Neither the whole nor any material portion of any Real Property has been damaged or destroyed by fire or other casualty.

(d) The Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business as currently conducted.

2.17. Intellectual Property. 

(a) Schedule 2.17(a) attached hereto contains a correct, current and complete list of: (i) all Intellectual Property Registrations, specifying as to each, as applicable: the title, mark, or design; the jurisdiction by or in which it has been issued, registered or filed; the patent, registration or application serial number; the issue, registration or filing date; and the current status; and (ii) all unregistered Trademarks; and (iii) all proprietary Software; and (iv) all other Intellectual Property Assets that are used or held for use in the conduct of the Business as currently conducted or proposed to be conducted.

(b) Schedule 2.17(b) attached hereto contains a correct, current and complete list of all Intellectual Property Agreements, specifying for each the date, title, and parties thereto, and separately identifying the Intellectual Property Agreements: (i) under which HHE is a licensor or otherwise grants to any Person any right or interest relating to any Intellectual Property Asset; (ii) under which HHE is a licensee or otherwise granted any right or interest relating to the Intellectual Property of any Person; and (iii) which otherwise relate to the HHE’s ownership or use of any Intellectual Property in the conduct of the Business as currently conducted or proposed to be conducted, in each case identifying the Intellectual Property covered by such Intellectual Property Agreement. HHE has provided BORQS with true and complete copies (or in the case of any oral agreements, a complete and correct written description) of all such Intellectual Property Agreements, including all modifications, amendments and supplements thereto and waivers thereunder. Each Intellectual Property Agreement is valid and binding on HHE in accordance with its terms and is in full force and effect. Neither HHE nor any other party thereto is, or is alleged to be, in breach of or default under, or has provided or received any notice of breach of, default under, or intention to terminate (including by non-renewal), any Intellectual Property Agreement.

(c) HHE is the sole and exclusive legal and beneficial, and with respect to the Intellectual Property Registrations, record, owner of all right, title and interest in and to the Intellectual Property Assets, and has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the business as currently conducted or as proposed to be conducted, in each case, free and clear of Encumbrances other than Permitted Encumbrances. The Intellectual Property Assets and Licensed Intellectual Property are all of the Intellectual Property necessary to operate the Business as presently conducted or proposed to be conducted. HHE has entered into binding, valid and enforceable written Contracts with each current and former employee and independent contractor who is or was involved in or has contributed to the invention, creation, or development of any Intellectual Property during the course of employment or engagement with HHE whereby such employee or independent contractor (i) acknowledges HHE’s exclusive ownership of all Intellectual Property Assets invented, created or developed by such employee or independent contractor within the scope of his or her employment or engagement with HHE; (ii) grants to HHE a present, irrevocable assignment of any ownership interest such employee or independent contractor may have in or to such Intellectual Property, to the extent such Intellectual Property does not constitute a “work made for hire” under Applicable Law; and (iii) irrevocably waives any right or interest, including All assignments and other instruments necessary to establish, record, and perfect HHE’s ownership interest in the Intellectual Property Registrations have been validly executed, delivered, and filed with the relevant Governmental Authorities and authorized registrars.

(d) Neither the execution, delivery, or performance of this Agreement, nor the consummation of the transactions contemplated hereunder, will result in the loss or impairment of or payment of any additional amounts with respect to, or require the consent of any other Person in respect of, HHE’s right to own or use any Intellectual Property Assets or Licensed Intellectual Property in the conduct of the business as currently conducted and as proposed to be conducted.

(e) All of the Intellectual Property Assets and Licensed Intellectual Property are valid and enforceable, and all Intellectual Property Registrations are subsisting and in full force and effect. HHE has taken all reasonable and necessary steps to maintain and enforce the Intellectual Property Assets and Licensed Intellectual Property and to preserve the confidentiality of all Trade Secrets included in the Intellectual Property Assets, including by requiring all Persons having access thereto to execute binding, written non-disclosure agreements. All required filings and fees related to the Intellectual Property Registrations have been timely submitted with and paid to the relevant Governmental Authorities and authorized registrars. HHE has provided BORQS with true and complete copies of all file histories, documents, certificates, office actions, correspondence, assignments, and other instruments relating to the Intellectual Property Registrations.

(f) The conduct of the Business as currently and formerly conducted and as proposed to be conducted, including the use of the Intellectual Property Assets and Licensed Intellectual Property in connection therewith, and the products, processes, and services of HHE have not infringed, misappropriated, or otherwise violated and will not infringe, misappropriate, or otherwise violate the Intellectual Property or other rights of any Person. No Person has infringed, misappropriated, or otherwise violated any Intellectual Property Assets or Licensed Intellectual Property.

(g) There are no Actions (including any opposition, cancellation, revocation, review, or other proceeding), whether settled, pending or threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, or other violation of the Intellectual Property of any Person by HHE; (ii) challenging the validity, enforceability, registrability, patentability, or ownership of any Intellectual Property Assets or Licensed Intellectual Property; or (iii) by HHE or any other Person alleging any infringement, misappropriation, or other violation by any Person of any Intellectual Property Assets. HHE is not aware of any facts or circumstances that could reasonably be expected to give rise to any such Action. HHE is not subject to any outstanding or prospective Governmental Order (including any motion or petition therefor) that does or could reasonably be expected to restrict or impair the use of any Intellectual Property Assets or Licensed Intellectual Property.

(h) Schedule 2.17(h) attached hereto contains a correct, current, and complete list of all social media accounts used by HHE. HHE has complied with all terms of use, terms of service, and other Contracts and all associated policies and guidelines relating to its use of any social media platforms, sites, or services (collectively, “Platform Agreements”). There are no Actions settled, pending, or threatened alleging (A) any breach or other violation of any Platform Agreement by HHE; or (B) defamation, any violation of publicity rights of any Person, or any other violation by HHE in connection with its use of social media.

(i) All IT Systems are in good working condition and are sufficient for the operation of the business as currently conducted and as proposed to be conducted. In the past two years, there has been no malfunction, failure, continued substandard performance, denial-of-service, or other cyber incident, including any cyberattack, or other impairment of the IT Systems. HHE has taken all commercially reasonable steps to safeguard the confidentiality, availability, security, and integrity of the IT Systems, including implementing and maintaining appropriate backup, disaster recovery, and software and hardware support arrangements.

(j) In the past two years, Seller has not (i) experienced any actual, alleged, or suspected data breach or other security incident involving personal information in its possession or control or (ii) been subject to or received any written notice of any audit, investigation, complaint, or other Action by any Governmental Authority or other Person concerning the Company’s collection, use, processing, storage, transfer, or protection of personal information or actual, alleged, or suspected violation of any applicable Law concerning privacy, data security, or data breach notification, and, there are no facts or circumstances that could reasonably be expected to give rise to any such Action.

2.18. Inventory. All inventory, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All inventory is owned by HHE free and clear of all Encumbrances, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of HHE.

2.19. Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (the “Accounts Receivable”) (a) have arisen from bona fide transactions entered into by HHE involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of HHE not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of HHE, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of HHE have been determined in accordance with GAAP, consistently applied.

2.20. Customers and Suppliers. 

(a) Schedule 2.21(a) attached hereto sets forth (i) each customer who has paid aggregate consideration to HHE for goods or services rendered in an amount greater than or equal to $25,000 for each of the two most recent fiscal years (collectively, the “Material Customers”); and (ii) the amount of consideration paid by each Material Customer during such periods. HHE has not received any notice, and has no reason to believe, that any of the Material Customers has ceased, or intends to cease after the Closing, to use the goods or services of HHE or to otherwise terminate or materially reduce its relationship with HHE.

(b) Schedule 2.20(b) attached hereto sets forth (i) each supplier to whom HHE has paid consideration for goods or services rendered in an amount greater than or equal to $25,000 for each of the two most recent fiscal years (collectively, the “Material Suppliers”); and (ii) the amount of purchases from each Material Supplier during such periods. HHE has not received any notice, and has no reason to believe, that any of the Material Suppliers has ceased, or intends to cease, to supply goods or services to HHE or to otherwise terminate or materially reduce its relationship with HHE.

2.21. Insurance. Schedule 2.21 attached hereto sets forth (a) a true and complete list of all current policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workers’ compensation, vehicular, fiduciary liability and other casualty and property insurance maintained by HHE or its Affiliates and relating to HHE’s business, its assets or liabilities (collectively, the “Insurance Policies”); and (b) with respect to HHE’s business, its asset or its liabilities, a list of all pending claims and the claims history for HHE since January 1, 2019. There are no claims related to HHE’s business, its asset or its pending under any such Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. Neither HHE nor any of its Affiliates has received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of such Insurance Policies. All premiums due on such Insurance Policies have either been paid or, if not yet due, accrued. All such Insurance Policies (a) are in full force and effect and enforceable in accordance with their terms; (b) are provided by carriers who are financially solvent; and (c) have not been subject to any lapse in coverage. None of HHE or any of its Affiliates is in default under, or has otherwise failed to comply with, in any material respect, any provision contained in any such Insurance Policy. The Insurance Policies are of the type and in the amounts customarily carried by Persons conducting a business similar to HHE’s business and are sufficient for compliance with all applicable Laws and Contracts to which HHE is a party or by which it is bound. True and complete copies of the Insurance Policies have been made available to BORQS.

2.23 Environmental Matters. 

(a) The operations of HHE are currently and have been in compliance with all Environmental Laws. HHE has not received from any Person any: (i) Environmental Notice or Environmental Claim; or (ii) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the Closing Date.

(b) HHE has obtained and is in material compliance with all Environmental Permits (each of which is disclosed on Schedule 2.23(b) attached hereto) necessary for the conduct of the Business as currently conducted or the ownership, lease, operation or use of its assets and all such Environmental Permits are in full force and effect and shall be maintained in full force and effect by HHE through the Closing Date in accordance with Environmental Law, and HHE is not aware of any condition, event or circumstance that might prevent or impede, after the Closing Date, the conduct of the Business as currently conducted or the ownership, lease, operation or use of its assets. With respect to any such Environmental Permits, HHE has undertaken, or will undertake prior to the Closing Date, all measures necessary to facilitate transferability of the same, and HHE is not aware of any condition, event or circumstance that might prevent or impede the transferability of the same, and has not received any Environmental Notice or written communication regarding any material adverse change in the status or terms and conditions of the same.

(c) None of the Business or HHE’s assets or any real property currently or formerly owned, leased or operated by HHE in connection with the Business is listed on, or has been proposed for listing on, the National Priorities List (or CERCLIS) under CERCLA, or any similar state list.

(d) There has been no Release of Hazardous Materials in contravention of Environmental Law with respect to the Business or any real property currently or formerly owned, leased or operated by HHE, and HHE has not received an Environmental Notice that any of the Business or HHE’s assets or real property currently or formerly owned, leased or operated by HHE (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Material which could reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Law or term of any Environmental Permit by, HHE.

(e) Schedule 2.23(e) attached hereto contains a complete and accurate list of all active or abandoned aboveground or underground storage tanks owned or operated by HHE in connection with the Business or HHE’s assets.

(f) Schedule 2.23(f) attached hereto contains a complete and accurate list of all off-site Hazardous Materials treatment, storage, or disposal facilities or locations used by HHE and any predecessors in connection with the Business or HHE’s assets as to which HHE may retain liability, and none of these facilities or locations has been placed or proposed for placement on the National Priorities List (or CERCLIS) under CERCLA, or any similar state list, and HHE has not received any Environmental Notice regarding potential liabilities with respect to such off-site Hazardous Materials treatment, storage, or disposal facilities or locations used by HHE.

(g) HHE has not retained or assumed, by contract or operation of Law, any liabilities or obligations of third parties under Environmental Law.

(h) HHE has provided or otherwise made available to BORQS and listed on Schedule 2.23(h) attached hereto: (i) any and all environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, economic models and other similar documents with respect to the Business or HHE’s assets or any real property currently or formerly owned, leased or operated by HHE in connection with the Business which are in the possession or control of HHE related to compliance with Environmental Laws, Environmental Claims or an Environmental Notice or the Release of Hazardous Materials; and (ii) any and all material documents concerning planned or anticipated capital expenditures required to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes).

(l) HHE is not aware of or reasonably anticipates, as of the Closing Date, any condition, event or circumstance concerning the Release or regulation of Hazardous Materials that might, after the Closing Date, prevent, impede or materially increase the costs associated with the ownership, lease, operation, performance or use of the business as currently carried out.

(m) HHE owns and controls all Environmental Attributes (a complete and accurate list of which is set forth on Schedule 2.23(m) attached hereto) and has not entered into any contract or pledge to transfer, lease, license, guarantee, sell, mortgage, pledge or otherwise dispose of or encumber any Environmental Attributes as of the date hereof. HHE is not aware of any condition, event or circumstance that might prevent, impede or materially increase the costs associated with the transfer (if required) to BORQS of any Environmental Attributes after the Closing Date.

2.24 Employee Benefit Matters. 

(a) Schedules 2.24(a) attached hereto contains a true and complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity, stock or stock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by HHE for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant of the Business or any spouse or dependent of such individual, or under which HHE or any of its ERISA Affiliates has or may have any Liability, or with respect to which BORQS or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Schedule 2.24(a) attached hereto, each, a “Benefit Plan”). HHE has separately identified on Schedule 2.24(a) attached hereto each Benefit Plan that is maintained, sponsored, contributed to, or required to be contributed to by HHE primarily for the benefit of employees of the Business outside of the United States (a “Non-U.S. Benefit Plan”).

(b) With respect to each Benefit Plan, HHE has made available to BORQS accurate, current and complete copies of each of the following: (i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan.

(c) Each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code and any applicable local Laws). Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and received a favorable and current determination letter from the Internal Revenue Service with respect to the most recent five year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject HHE or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, BORQS or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under Sections 4975 or 4980H of the Code.

(d) No pension plan (other than a Multiemployer Plan) which is subject to minimum funding requirements, including any multiple employer plan, (each a “Single Employer Plan”) in which employees of the Business or any ERISA Affiliate participate or have participated has an “accumulated funding deficiency,” whether or not waived, or is subject to a lien for unpaid contributions under Section 303(k) of ERISA or Section 430(k) of the Code. No Single Employer Plan covering employees of the Business which is a defined benefit plan has an “adjusted funding target attainment percentage,” as defined in Section 436 of the Code, less than 80%. Except as set forth on Schedule 2.24(d) attached hereto, all benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP. All Non-U.S. Benefit Plans, if any, that are intended to be funded and/or book-reserved are funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions.

(e) Neither HHE nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Benefit Plan; (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA; (v) incurred taxes under Section 4971 of the Code with respect to any Single Employer Plan; or (vi) participated in a multiple employer welfare arrangements (MEWA).

(f) With respect to each Benefit Plan (i) no such plan is a Multiemployer Plan/except as set forth on Section attached hereto, no such plan is a Multiemployer Plan, and (A) all contributions required to be paid by HHE or its ERISA Affiliates have been timely paid to the applicable Multiemployer Plan, (B) neither HHE nor any ERISA Affiliate has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, and (C) a complete withdrawal from all such Multiemployer Plans at the Effective Time would not result in any material liability to HHE and no Multiemployer Plan is in critical, endangered or seriously endangered status or has suffered a mass withdrawal; (ii) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); (iii) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; (iv) no such plan or the plan of any ERISA Affiliate maintained or contributed to within the last six (6) years is a Single Employer Plan subject to Title IV of ERISA; and (v) no “reportable event,” as defined in Section 4043 of ERISA, with respect to which the reporting requirement has not been waived, has occurred with respect to any such plan.

(g) Other than as required under Sections 601 to 608 of ERISA or other applicable Law, no Benefit Plan or other arrangement provides post-termination or retiree health benefits to any individual for any reason.

(h) There is no pending or threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Authority.

(i) There has been no amendment to, announcement by HHE or any of its Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any director, officer, employee, consultant or independent contractor of the Business, as applicable. Neither HHE nor any of its Affiliates has any commitment or obligation or has made any representations to any director, officer, employee, consultant or independent contractor of the Business, whether or not legally binding, to adopt, amend, modify or terminate any Benefit Plan or any collective bargaining agreement.

(j) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including, notices, rulings and proposed and final regulations) thereunder. HHE does not have any obligation to gross up, indemnify or otherwise reimburse any individual for any excise taxes, interest or penalties incurred pursuant to Section 409A of the Code.

(k) Neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractor or consultant of the Business to severance pay or any other payment; (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation (including stock-based compensation) due to any such individual; (iii) increase the amount payable under or result in any other material obligation pursuant to any Benefit Plan; (iv) result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or (v) require a “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the Code. HHE has made available to BORQS true and complete copies of any Section 280G calculations prepared (whether or not final) with respect to any disqualified individual in connection with the transactions.

2.25 Employment Matters. 

(a) Section hereto contains a list of all persons who are employees, independent contractors or consultants of the Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the Closing Date. As of the effective date, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors or consultants of the Business for services performed on or prior to the date hereof have been paid in full and there are no outstanding agreements, understandings or commitments of HHE with respect to any compensation, commissions, bonuses or fees.

(b) HHE is not, and has not been for the past two (2) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past two years, any Union representing or purporting to represent any employee of HHE, and, to the Knowledge of HHE, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting HHE or any employees of the Business. HHE has no duty to bargain with any Union.

(c) HHE is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Schedule 2.24(c) attached hereto and all applicable Laws pertaining to employment and employment practices to the extent they relate to employees, volunteers, interns, consultants and independent contractors, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave and unemployment insurance. All individuals characterized and treated by HHE as consultants or independent contractors of the Business are properly treated as independent contractors under all applicable Laws. All employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified in all material respects. HHE is in compliance with and has complied with all immigration laws including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against HHE pending, or to the Knowledge of HHE, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, inter or independent contractor of the Business, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment related matter arising under applicable Laws.

(d) HHE has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

(e) With respect to each Government Contract, HHE is and has been in compliance in all material respects with Executive Order No. 11246 of 1965 (“E.O. 11246”), Section 503 of the Rehabilitation Act of 1973 (“Section 503”) and the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (“VEVRAA”), including all implementing regulations. HHE maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. HHE is not, and has not been for the past two years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 or VEVRAA. HHE has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor. HHE is in compliance with and has complied with all immigration laws, including any applicable mandatory E-Verify obligations.

2.22. Anti-Money Laundering Laws. The operations of HHE are and have been conducted at all times in compliance with anti-money 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 “Anti-Money Laundering Laws”) and no Action involving HHE with respect to the Anti-Money Laundering Laws is pending or, to the Knowledge of HHE, threatened.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BORQS

BORQS represents and warrants to HHE as follows:

3.1. Corporate Existence and Power. BORQS 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. The Transaction does not require a vote of the shareholders of BORQS under applicable law. This Agreement constitutes, and upon their execution and delivery, each of the Additional Agreements to be delivered by BORQS pursuant to Article IV 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 the 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 Transaction.

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, (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 HHE in compliance with the registration requirements of the Securities Act, or an exemption therefrom and (v) will be subject to a lockup agreement substantially in the form of Exhibit C attached hereto, pursuant to which the BORQS Shares shall be not be resold or transferred for a period of one year from the Closing Date and if such BORQS Shares are distributed to the Selling Members, such BORQS Shares shall remain subject to such lockup for the remainder of such one-year period.

3.5. Litigation. Except as disclosed to HHE in BORQS’s public filings, 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.

3.6. Licenses and Permits; Compliance with Laws.

(a) BORQS possesses all Permits necessary for the ownership and operation of their businesses. 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. BORQS 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) BORQS has complied, and is currently in compliance, with all laws applicable to it or its business, properties or assets.

ARTICLE IV

CONDITIONS TO CLOSING

4.1. HHE’s Conditions to Close. HHE’s obligation to close the Transaction and to take other actions required to be taken by HHE at the Closing is subject to the satisfaction at or prior to the Closing, of each of the following conditions (any of which may be waived by a HHE with respect to that specific party, in whole or in part):

(a) All of Purchaser’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

(b) All of the covenants and obligations that Purchaser is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been performed and complied with in all material respects.

(c) The approval of the Transaction and the execution of this Agreement by the Member’s of HHE in accordance with HHE’s Original LLC Agreement.

(d) HHE shall have received a certificate signed by an authorized executive officer of BORQS, dated the Closing Date, to the effect that the conditions set forth in Section 4.2 have been satisfied.

(e) The delivery of an opinion of HHE’s legal counsel, dated as of the Closing Date, as required in Section 4.2.

(f) The delivery of an opinion of BORQS’s legal counsel that (i) BORQS is validly existing and in good standing under the laws of the British Virgin Islands, (ii) the Transaction is duly authorized by BORQS and all required corporate actions have been taken, (iii) the Agreement is duly authorized, valid and binding against BORQS, and (iv) the Transaction does not require a vote of the shareholders of BORQS.

(g) The Members’ approval and execution of the Amended and Restated Limited Liability Company Agreement.

(h) The Parties’ execution and delivery of the Escrow Agreement.

(i) No acts of God, strikes, equipment or transmission failure or damage reasonably beyond the control of the Parties, or other similar causes reasonably beyond the control of the Parties (“Force Majeure Events”) shall have occurred.

(j) There must be no Action, no injunction or other legal requirement that prohibits the Transaction contemplated herein, in whole or in part.

(k) Both HHE and BORQS have received all required consents and approvals, including consents and approvals from third parties, to close the Transaction.

(l) The delivery to HHE of any and all documents or instruments it may reasonably request relating to the Transaction.

4.2. BORQS’s Conditions to Close. BORQS’s obligation to close the Transaction and take other actions required to be taken by BORQS at Closing to satisfaction at or prior to Closing, each of the following conditions (any of which may be waived by BORQS, in whole or in part).

(a) BORQS has been given reasonable opportunity to perform searches and other due diligence reasonable or customary in a transaction of a similar nature to that contemplated herein and that BORQS is satisfied, in its sole discretion, with the results of its own due diligence, and HHE has provided BORQS with all reasonably requested information and documents related thereto.

(b) The delivery of an opinion of HHE’s legal counsel, dated as of the Closing Date, opining that (i) HHE is validly existing and in good standing under the laws of the State of Delaware, (ii) the Transaction is duly authorized by HHE and all required corporate actions have been taken, and (iii) the Agreement is duly authorized, valid and binding against HHE.

(c) HHE shall have delivered to BORQS a certificate from its secretary certifying as to (A) copies of the HHE Charter Documents as in effect as of the Closing Date, (B) the resolutions of the Company’s board of directors and members authorizing the execution, delivery and performance of this Agreement and each of the Additional Agreements to which it is a party or by which it is bound, and the consummation of the transactions contemplated hereby and thereby, and (C) the incumbency of officers authorized to execute this Agreement or any Additional Agreement to which HHE is or is required to be a party or otherwise bound.

(d) BORQS shall have received a certificate signed by an authorized executive officer of HHE, dated the Closing Date, to the effect that the conditions set forth in Section 4.1 have been satisfied.

(e) The delivery of an opinion of BORQS’s legal counsel as described in Section 4.1.

(f) The Amended and Restated Limited Liability Company Agreement shall have been executed and delivered by HHE and its Members.

(g) There must be no Action, no injunction or other legal requirement that prohibits the Transaction contemplated herein, in whole or in part.

(h) The First Fundraise Closing shall have occurred.

(i) The Escrow Agreement shall have been executed and delivered by HHE and the Escrow Agent.

(j) No Indebtedness for Borrowed Money of BORQS shall be outstanding except for Indebtedness for Borrowed Money listed on Schedule 4.2(j) attached hereto, and BORQS shall have received evidence satisfactory to it in its sole discretion that all previously outstanding Indebtedness for Borrowed Money of BORQS has been fully paid and discharged.

(k) No Force Majeure Events shall have occurred.

(l) Both HHE and BORQS have received all consents and approvals, including consents and approvals from third parties, to close the Transaction.

ARTICLE V

INDEMNIFICATION

5.1. Indemnification of BORQS. HHE 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 HHE contained in this Agreement or any documents or instruments executed and delivered by HHE pursuant to this Agreement; (ii) any failure by the HHE to perform any covenant, agreement or obligation of HHE contained in this Agreement or any documents or instruments executed and delivered by HHE pursuant to this Agreement; and (iii) any Indebtedness for Borrowed Money of HHE outstanding as of the Closing.

5.2. Indemnification of HHE. BORQS and the Named Members will indemnify and hold harmless HHE, 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; (ii) any failure by BORQS to perform any covenant, agreement or obligation of BORQS contained in this Agreement; (iii) any Tax Liability of BORQS; and (iv) any negligent, gross negligence, or intentional misconduct of BORQS.

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;. 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 payments of cash or BORQS Shares payable hereunder, including, without limitation, any such cash and/or BORQS Shares held in the Escrow Account.

5.5. Survival of Representations and Warranties. The representations and warranties of HHE and BORQS contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement for a period of eighteen (18) months after the Closing except that representations and warranties contained in Sections 2.1-2.5 and Sections 2.10, 2.14 and 2.23 shall survive until expiration of the applicable statute of limitations and any representations and warranties fraudulently made shall survive indefinitely.

5.6. Reliance on Representations and Warranties of the Seller. Notwithstanding any right of BORQS to fully investigate the business and affairs of HHE 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 HHE contained in this Agreement.

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

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 the State of New York. 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 the State of New York shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement and any agreement contemplated hereby shall be governed by the laws of the State of New York applicable to a contract negotiated, signed, and wholly to be performed in the State of New York, 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

OTHER COVENANTS AND AGREEMENTS

7.1. Independent Auditor. From the Closing Date, HHE shall provide access to the accounting books and records of HHE to BORQS’ PCAOB registered independent auditing firm in all future periods, to the fullest extent, in order for the auditor to perform standard financial audit procedures and for the consolidation of the HHE financial results and status with BORQS, for the purpose of timely filing of consolidated financial statements as required by law for public companies. BORQS shall bear all expenses relating to the independent auditor and its services and all expenses relating to BORQS’s compliance with federal, state, and exchange related reporting requirements and procedures. This Section shall survive Closing.

7.2. Accounting Staff. From the Closing Date, HHE shall cooperate with the finance and accounting staff of BORQS, at BORQS’s cost, to the fullest extent for BORQS to have up-to-date information on HHE’s financial condition at all times. This Section shall survive Closing.

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: 5201 Great America Pkwy, Suite 320

Santa Clara, CA 95054, USA

Attention: Pat Chan, CEO

Email: pat.chan@borqs.com

if to HHE:
Holu Hou Energy, LLC.

Address: 1003 Bishop St Suite#1840,

Honolulu, HI 96813+

Attention: Brad Hansen, CEO

Email: brad.hansen@holuhou.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, the Additional Agreements and the Transaction 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) HHE may not 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, including, without limitation, in the case of HHE, providing BORQS with such information relating to filings with any Governmental Authority, and HHE hereby consent to the disclosure of such information as required under applicable securities Laws.

8.8. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

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. Confidentiality. The Parties acknowledge and agree that he existence and terms of this Agreement and the Additional Agreements are strictly confidential and further agree that they and their respective representatives, including without limitation, shareholders, directors, officers, members, employees or advisors, shall not disclose to the public or to any third party the existence or terms of this Agreement, the Additional Agreements or the Transaction other than with the express prior written consent of the other Party, except as may be required by applicable law, rule or regulation, or at the request of any governmental, judicial, regulatory or supervisory authority having jurisdiction over a party or any of its representatives, control persons or affiliates (including, without limitation, the rules or regulations of the SEC or FINRA), or as may be required to defend any action brought against such party in connection with the transaction. If a Party is so required to make such a disclosure, it must first provide to the other party the content of the proposed disclosure, the reasons that the disclosure is required, and the time and place that the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both Parties.

8.11. 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, including, but not limited to, the LOI. 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 Sections 5.1 and 5.2 hereof, which shall be third party beneficiaries hereof.

8.12. 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.

ARTICLE IX

DEFINITIONS

The following terms have the meanings specified in this Article IX:

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“Additional Agreements ” means the Escrow Agreement, the Amended and Restated Limited Liability Company Agreement, and the other agreements, instruments and documents required to be delivered at the Closing.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York are authorized or required by Law to be closed for business.

“Business IT Systems” means all Software, computer hardware, servers, networks, platforms, peripherals, and similar or related items of automated, computerized, or other information technology (IT) networks and systems (including telecommunications networks and systems for voice, data, and video) owned, leased, licensed, or used (including through cloud-based or other third-party service providers) in the conduct of the Business.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.

“Code” means the Internal Revenue Code of 1986, as amended.

“Contracts” means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

“Dollars or $” means the lawful currency of the United States.

“Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Environmental Attributes” means any emissions and renewable energy credits, energy conservation credits, benefits, offsets and allowances, emission reduction credits or words of similar import or regulatory effect (including emissions reduction credits or allowances under all applicable emission trading, compliance or budget programs, or any other federal, state or regional emission, renewable energy or energy conservation trading or budget program) that have been held, allocated to or acquired for the development, construction, ownership, lease, operation, use or maintenance of the Business as of: (a) the date of this Agreement; and (b) future years for which allocations have been established and are in effect as of the date of this Agreement.

“Environmental Claim” means any Action, Governmental Order, lien, fine, penalty, or, as to each, any settlement or judgment arising therefrom, by or from any Person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (a) the presence, Release of, or exposure to, any Hazardous Materials; or (b) any actual or alleged non-compliance with any Environmental Law or term or condition of any Environmental Permit.

“Environmental Law” means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials. The term “Environmental Law” includes, without limitation, the following (including their implementing regulations and any state analogs): the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.

“Environmental Notice” means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim relating to actual or alleged non-compliance with any Environmental Law or any term or condition of any Environmental Permit.

“Environmental Permit” means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made pursuant to Environmental Law.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ERISA Affiliate” means all employers (whether or not incorporated) that would be treated together with the Seller or any of its Affiliates as a “single employer” within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Hazardous Materials” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation and polychlorinated biphenyls.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Indebtedness for Borrowed Money” means, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services or any other similar obligation upon which interest charges are customarily paid (excluding trade accounts payable incurred in the ordinary course of business), (e) all Indebtedness for Borrowed Money of others secured by (or for which the holder of such Indebtedness for Borrowed Money has an existing right, contingent or otherwise, to be secured by) any encumbrance on property owned or acquired by such Person, whether or not the Indebtedness for Borrowed Money secured thereby has been assumed, (f) all assurances by such Person of Indebtedness for Borrowed Money of others, (g) all capital lease obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances.

“Intellectual Property” means any and all rights in, arising out of, or associated with any of the following in any jurisdiction throughout the world: (a) issued patents and patent applications (whether provisional or non-provisional), including divisionals, continuations, continuations-in-part, substitutions, reissues, reexaminations, extensions, or restorations of any of the foregoing, and other Governmental Authority-issued indicia of invention ownership (including certificates of invention, petty patents, and patent utility models) (“Patents”); (b) trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals of, any of the foregoing (“Trademarks”); (c) copyrights and works of authorship, whether or not copyrightable, and all registrations, applications for registration, and renewals of any of the foregoing (“Copyrights”); (d) internet domain names and social media account or user names (including “handles”)], whether or not Trademarks, all associated web addresses, URLs, websites and web pages, social media sites and pages, and all content and data thereon or relating thereto, whether or not Copyrights; (e) mask works, and all registrations, applications for registration, and renewals thereof; (f)] industrial designs, and all Patents, registrations, applications for registration, and renewals thereof; (g) trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, business and technical information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and proprietary information and all rights therein (“Trade Secrets”); (h) computer programs, operating systems, applications, firmware and other code, including all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and other documentation thereof (“Software”); and (i) rights of publicity; and (j) all other intellectual or industrial property and proprietary rights.

“Intellectual Property Agreements” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to any Intellectual Property that is used or held for use in the conduct of the Business as currently conducted or proposed to be conducted to which Seller is a party, beneficiary or otherwise bound.

“Intellectual Property Assets” means all Intellectual Property that is owned by Seller and used or held for use in the conduct of the Business as currently conducted or proposed to be conducted, together with all (i) royalties, fees, income, payments, and other proceeds now or hereafter due or payable to Seller with respect to such Intellectual Property; and (ii) claims and causes of action with respect to such Intellectual Property, whether accruing before, on, or after the date hereof/accruing on or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal or equitable relief for past, present, or future infringement, misappropriation, or other violation thereof.

“Intellectual Property Registrations” means all Intellectual Property Assets that are subject to any issuance, registration, or application by or with any Governmental Authority or authorized private registrar in any jurisdiction, including issued Patents, registered Trademarks, domain names and Copyrights, and pending applications for any of the foregoing.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Liabilities” means liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise.

“Licensed Intellectual Property” means all Intellectual Property in which Seller holds any rights or interests granted by other Persons, including any of Seller’s Affiliates, that is used or held for use in the conduct of the Business as currently conducted or proposed to be conducted.

“Losses” means losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided, however, that “Losses” shall not include punitive damages, except to the extent actually awarded to a Governmental Authority or other third party.

“Permits” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Real Property” means, collectively, the Owned Real Property and the Leased Real Property.

“Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or fixture).

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, documentary, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“WARN Act” means the federal Worker Adjustment and Retraining Notification Act of 1988, and similar state, local and foreign laws related to plant closings, relocations, mass layoffs and employment losses.

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

Exhibit A

Earn-out Structure

[***]

Exhibit B: Escrow Agreement

ESCROW AGREEMENT

This Escrow Agreement (this “Agreement”) is made and entered into as of October 19, 2021, by and among Borqs Technologies, Inc., a British Virgin Islands corporation located at 5201 Great America Parkway, Suite 320, Santa Clara, CA 95054 (“Buyer”), Holu Hou Energy, LLC, a Delaware limited liability company located at 1003 Bishop Street, Suite #1840, Honolulu, HI 96813 (“Seller”), Brad Hansen as representative and duly appointed officer of Seller (the “Representative”), and Continental Stock Transfer & Trust Company, a New York corporation located at 1 State Street, 30^th Floor, New York, New York 10004 (the “Escrow Agent”). Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Purchase Agreement (as defined below).

Recitals

WHEREAS, Buyer, Seller, and certain other parties named therein have entered into a Membership Interest Purchase Agreement dated as of October 19, 2021 (the “Purchase Agreement”), pursuant to which, among other things, Buyer is acquiring a fifty-one percent (51%) ownership interest in the Company; and

WHEREAS, the Purchase Agreement contemplates placing in escrow certain funds and certain shares pursuant to the Purchase Agreement.

Agreement

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Section 1. Escrow.

1.1 Appointment; Cash and Shares Placed in Escrow. Buyer and Seller hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein. Buyer shall deliver or cause to be delivered to the Escrow Agent (a) one or more newly issued certificates representing 10,526,197 ordinary shares of Buyer (the “Initial Escrow Shares”) contemporaneously execution and delivery of this Agreement, registered in the name of the Escrow Agent, to be held in escrow under this Agreement, (b) $6,750,000 in cash on or before December 31, 2021 (the “Cash”), and (c) additional ordinary shares of Buyer in an amount determined in accordance with the Purchase Agreement on the one-year anniversary of the date of this Agreement (the “Adjustment Escrow Shares,” and together with the Initial Escrow Shares, the “Escrow Shares”).

1.2 Escrow Fund; Escrow Accounts.

(a) The Cash, Initial Escrow Shares and Adjustment Escrow Shares being held in escrow pursuant to this Agreement shall collectively constitute an escrow fund (the “Escrow Fund”).

(b) The Initial Escrow Shares shall be deposited and held in a separate account (the “Escrow Account”), the Cash shall be deposited and held in a separate account (the “Cash Escrow Account”), and the Adjustment Escrow Shares shall be deposited and held in a separate account (the “Initial Shares Adjustment Escrow Account” and, together with the Initial Shares Escrow Account and the Cash Escrow Account, the “Escrow Accounts”), subject to the terms and conditions of this Agreement. The separate Escrow Accounts shall not be commingled.

1.3 Voting of Escrow Shares. The Representative (on behalf of the Seller) shall be entitled to exercise all voting rights with respect to such Escrow Shares. The Escrow Agent is not obligated to distribute to the Representative or any other person any proxy materials and other documents related to the Escrow Shares received by the Escrow Agent from Buyer.

1.4 Investments. Unless otherwise instructed by the parties in accordance herewith, the Escrow Agent shall hold all funds held in the Escrow Accounts in one or more demand deposit accounts. While on deposit, the Escrow Agent can earn bank credits or other consideration.

1.5 Interest. The Escrow Fund shall be held in the escrow accounts uninvested.

1.6 Dividends, Etc. Buyer, Seller and Representative agree that any equity shares of Buyer (“Buyer Shares”) or other property (including ordinary cash dividends) distributable or issuable (whether by way of dividend, stock split or otherwise) in respect of or in exchange for any Escrow Shares (including pursuant to or as a part of a merger, consolidation, acquisition of property or stock, reorganization or liquidation involving Buyer) shall not be distributed or issued to the beneficial owners of such Escrow Shares, but rather shall be distributed or issued to and held by the Escrow Agent in the respective Escrow Accounts as part of the Escrow Fund. Any securities or other property received by the Escrow Agent in respect of any Escrow Shares held in escrow as a result of any stock split or combination of Buyer Shares, payment of a stock dividend or other stock distribution in or on Buyer Shares, or change of Buyer Shares into any other securities pursuant to or as a part of a merger, consolidation, acquisition of property or stock, reorganization or liquidation involving Buyer, or otherwise, shall be held by the Escrow Agent in the respective Escrow Accounts as part of the Escrow Fund.

1.7 Trust Fund. The Escrow Fund shall be held in trust and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of Buyer, Seller, or Representative. The Escrow Agent shall hold and safeguard the Escrow Fund until the Termination Date (as defined in Section 5) or earlier distribution in accordance with this Agreement.

Section 2. Release of Escrow Fund.

2.1 Escrow Accounts. The Escrow Agent shall make disbursements as provided in this Section 2.1 from the Escrow Account.

(a) At any time prior to the Escrow Distribution Date (as defined below), as promptly as practicable, but in any event within five (5) Business Days after receiving joint written instructions from Buyer and Seller (“Joint Instructions”), the Escrow Agent shall release or cause to be released any such cash or Escrow Shares and any other amounts from the Escrow Accounts in the amounts, to the Persons, and in the manner set forth in such Joint Instructions.

(b) On May 15, 2024 (the “Escrow Distribution Date”), the Escrow Agent shall release from the Escrow Accounts the Cash and Escrow Shares then remaining in the Escrow Accounts.

2.2 Distributions. Whenever a distribution of a number of Escrow Shares is to be made pursuant to the terms of this Agreement, the Escrow Agent shall requisition the appropriate number of shares from Buyer’s stock transfer agent, delivering to the transfer agent the appropriate stock certificates accompanied by the respective stock powers that have been Medallion Guaranteed or with Medallion Guarantee waived by the Buyer, and any other information or documents requested by the stock transfer agent together with the specific transfer instructions, as appropriate. Any distributions to Buyer or the Seller pursuant to the terms of this Agreement shall be made (i) if to Buyer, to Buyer’s address set forth in Section 8.2 and (ii) if to Seller, to Seller’s address set forth in Section 8.2.

Section 3. Fees and Expenses. The Escrow Agent shall be entitled to receive, from time to time, fees in accordance with Schedule 1. In accordance with Schedule 1, the Escrow Agent will also be entitled to reimbursement for reasonable and documented out-of-pocket expenses incurred by the Escrow Agent in the performance of its duties hereunder and the execution and delivery of this Agreement.

Section 4. Limitation of Escrow Agent’s Liability.

4.1 The Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement only and shall have no duty under any other agreement or document, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other document believed by it in good faith to be genuine and duly authorized, nor for any other action or inaction except for its own gross negligence or willful misconduct. In all questions arising under this Agreement and/or its interpretation hereof in conjunction with the Purchase Agreement, the Escrow Agent may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice the Escrow Agent shall not be liable to anyone. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages.

4.2 Buyer and Seller hereby agree to jointly and severally indemnify the Escrow Agent and its officers, directors, employees and agents for, and hold it and them harmless against, any loss, liability or expense (including attorney fees) incurred without gross negligence or willful misconduct on the part of the Escrow Agent, arising out of or in connection with the Escrow Agent’s carrying out its duties hereunder. This right of indemnification shall survive the termination of this Agreement and the resignation of the Escrow Agent.

Section 5. Termination. This Agreement shall terminate upon the release by the Escrow Agent of the final amounts held in the Escrow Accounts in accordance with Section 1 (the date of such release being referred to as the “Termination Date”).

Section 6. Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all the other parties hereto. In such event, Buyer may appoint a successor Escrow Agent (acceptable to Representative, acting reasonably). If Buyer fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent. The successor Escrow Agent shall execute and deliver to the Escrow Agent an instrument accepting such appointment, and the successor Escrow Agent shall, without further acts, be vested with all the estates, property rights, powers and duties of the predecessor Escrow Agent as if originally named as Escrow Agent herein. The Escrow Agent shall act in accordance with written instructions from Buyer and Representative as to the transfer of the Escrow Fund to a successor Escrow Agent.

Section 7. Representative. Unless and until Buyer and the Escrow Agent shall have received written notice of the appointment of a successor Representative, each of Buyer and the Escrow Agent shall be entitled to rely on, and shall be fully protected in relying on, the power and authority of Representative to act on behalf of Seller.

Section 8. Miscellaneous.

8.1 Attorneys’ Fees. In any action at law or suit in equity to enforce or interpret this Agreement or the rights of any of the parties hereunder, the prevailing party in such action or suit shall be entitled to receive a reasonable sum for its attorneys’ fees and all other reasonable costs and expenses incurred in such action or suit.

8.2 Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (a) when delivered personally to the recipient, (b) when sent by electronic mail or facsimile, on the date of transmission to such recipient, (c) one Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (d) four Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below:

Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth. Notwithstanding the foregoing, notices addressed to the Escrow Agent shall be effective only upon receipt. If any notice or other document is required to be delivered to the Escrow Agent and any other Person, the Escrow Agent may assume without inquiry that notice or other document was received by such other Person on the date on which it was received by the Escrow Agent.

8.3 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

8.4 Counterparts. This Agreement may be executed in one or more counterparts (including by means of electronic mail or facsimile), each of which shall be deemed an original but all of which together will constitute one and the same instrument.

8.5 Governing Law. This Agreement and any claim, controversy or dispute arising out of or related to this Agreement, any of the transactions contemplated hereby, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties, whether arising in contract, tort, equity or otherwise, shall be governed by and construed in accordance with the domestic Laws of the State of New York.

8.6 Waiver of Jury Trial. BUYER AND REPRESENTATIVE EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS AGREEMENT IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

8.7 Succession and Assignment. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and each of their respective permitted successors and assigns, if any.

8.8 Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Escrow Agent, Buyer and Representative. No waiver by any party hereto of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the party making such waiver nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

8.9 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

8.10 No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns.

8.11 Entire Agreement. This Agreement and the Purchase Agreement set forth the entire agreement among the parties hereto relating to the subject matter hereof and supersede any prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof.

8.12 Cooperation. Representative and Buyer agree to cooperate fully with each other and the Escrow Agent and to execute and deliver such further documents, certificates, agreements, stock powers and instruments and to take such other actions as may be reasonably requested by Buyer, Representative or the Escrow Agent to evidence or reflect the transactions contemplated by this Agreement and to carry out the intent and purposes of this Agreement.

8.13 Construction.

(a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neutral genders; the feminine gender shall include the masculine and neutral genders; and the neutral gender shall include masculine and feminine genders.

(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Schedules” are intended to refer to Sections of this Agreement and Schedules to this Agreement.

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In Witness Whereof, the parties hereto have duly caused this Agreement to be executed as of the day and year first above written.

Exhibit C: Form of Lockup Agreement

Lock-up Agreement

October ___, 2021

Borqs Technologies, Inc.

5201 Great America Pkwy, Suite 320

Santa Clara, CA 95054

Ladies and Gentlemen:

The undersigned will be entitled to receive 14,034.930 ordinary shares (the “Ordinary Shares”) of Borqs Technologies, Inc. a company organized under the laws of the British Virgin Islands (the “Company”) pursuant to that certain Membership Interest Purchase Agreement by and between the Company and the undersigned, dated as of October __, 2021 (the “Purchase Agreement”). Pursuant to the Purchase Agreement, as of the date hereof, (i) 10,526,197 of the Ordinary Shares (the “Escrowed Shares”) are being deposited into escrow pursuant to an Escrow Agreement (as defined in the Purchase Agreement) and (ii) 3,508,733 of the Ordinary Shares are being issued to the undersigned.

The undersigned hereby agrees that the undersigned will not, during the period commencing on the date hereof and ending on the first anniversary of the date hereof (the “Lock-Up Period”), (1) offer, pledge, 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, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares (including, without limitation, any Escrow Shares released from Escrow) or any securities convertible into or exercisable or exchangeable for shares of Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) 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 Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of the Lock-Up Securities, in cash or otherwise; (3) make any written demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

The foregoing sentence shall not apply to (a) any distributions of any Lock-Up Securities to members of HHE (provided, that, if such distribution is on or before the end of the Lock-Up Period, the recipients of such Lock-Up Securities shall agree to sign and deliver to the Company a lock-up letter substantially in the form of this letter agreement, the terms of which shall be for the then remaining duration of the Lock-Up Period, as a condition of receiving such distribution), or (b) transfers of the Lock-Up Securities by any of the recipients in a distribution contemplated by clause (a) as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); provided that in the case of any transfer or distribution pursuant to clause (b), each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement; or (c) transfers of Lock-Up Securities by any of the recipients in a distribution contemplated by clause (a) to a charity or educational institution;; provided that in the case of any transfer pursuant to the foregoing clauses (b) or (c), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Company a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made. In addition, the undersigned agrees that, without the prior written consent of the Company, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any of the Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s depositary and transfer agent against the transfer of the undersigned’s Lock-Up Securities except in compliance with the foregoing restrictions.

No provision in this lock-up agreement shall be deemed to restrict or prohibit the exercise, conversion or exchange by the undersigned of any option or warrant to acquire Ordinary Shares, or securities exchangeable or exercisable for or convertible into Ordinary Shares, as applicable; provided that the undersigned does not transfer the Lock-Up Securities acquired on such exercise, or exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement.

The undersigned understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Schedules

Schedule 1.1(a). Membership Units.

Schedule 1.3. Loaners.

Schedule 2.1. Jurisdictions in Licensed or Qualified.

Schedule 2.4. BORQS Interest.

Schedule 2.5. BORQS Required Consents.

Schedule 2.6(a). Financial Statements.

Schedule 2.8. Materials Contracts.

Schedule 2.10(a). Taxing Jurisdictions.

Schedule 2.13(b). Unpaid Accounts Payable and Compensation.

Schedule 2.15(a). Permitted Encumbrances.

Schedule 2.16. Product Liability and Quality Inspection Reports.

Schedule 2.17(a). Real Property Owned.

Schedule 2.17(b). Real Property Leased.

Schedule 4.2(j). Outstanding Indebtedness for Borrowed Money.

Schedule 18(a). IP Registrations, Trademarks, Proprietary Software, and Other IP Assets.

Schedule 2.18(b). IP Agreements.

Schedule 2.18(h). Social Media Accounts.

Schedule 2.21(a). Material Customers.

Schedule 2.21(b). Material Suppliers.

Schedule 2.22. Insurance Policies.

Schedule 2.23(b). Environmental Permits.

Schedule 2.23(e). Storage Tanks.

Schedule 2.23(f). Off-Site Hazardous Materials, Treatment, Storage, Disposal Facilities and/or Locations.

Schedule 2.23(h). Environmental Reports.

Schedule 2.23(m). Environmental Attributes.

Schedule 2.24(a). Benefit Plans.

Schedule 2.24(c). Collective Bargaining Agreements.

Schedule 2.24(d). Delinquent Benefit Plan Payments.

Exhibit 10.33

AMENDED AND RESTATED LIMITED

LIABILITY COMPANY AGREEMENT FOR

HOLU HOU ENERGY, LLC,

A DELAWARE LIMITED LIABILITY COMPANY

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, 15 U.S.C. § 15b ET SEQ., AS AMENDED (THE "FEDERAL ACT"), IN RELIANCE UPON ONE (1) OR MORE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL ACT. IN ADDITION, THE ISSUANCE OF THIS SECURITY HAS NOT BEEN QUALIFIED UNDER THE DELAWARE SECURITIES ACT, OR ANY OTHER STATE SECURITIES LAWS (COLLECTIVELY, THE "STATE ACTS"), IN RELIANCE UPON ONE (1) OR MORE EXEMPTIONS FROM THE REGISTRATION PROVISIONS OF THE STATE ACTS. IT IS UNLAWFUL TO CONSUMMATE A SALE OR OTHER TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN TO, OR TO RECEIVE ANY CONSIDERATION THEREFOR FROM, ANY PERSON OR ENTITY WITHOUT THE OPINION OF COUNSEL FOR THE COMPANY THAT THE PROPOSED SALE OR OTHER TRANSFER OF THIS SECURITY DOES NOT AFFECT THE AVAILABILITY TO THE COMPANY OF SUCH EXEMPTIONS FROM REGISTRATION AND QUALIFICATION, AND THAT SUCH PROPOSED SALE OR OTHER TRANSFER IS IN COMPLIANCE WITH ALL APPLICABLE STATE AND FEDERAL SECURITIES LAWS. THE TRANSFER OF THIS SECURITY IS FURTHER RESTRICTED UNDER THE TERMS OF THE LIMITED LIABILITY COMPANY AGREEMENT GOVERNING THE COMPANY.

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT FOR

HOLU HOU ENERGY, LLC,

A DELAWARE LIMITED LIABILITY COMPANY

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT is made as of October 19, 2021 (the “Effective Date”), by the Company and the Persons executing this Agreement as Members.

NOW, THEREFORE, the Members, for and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree to the terms and conditions of this Agreement, as it may from time to time be amended.

ARTICLE I.

CERTAIN DEFINITIONS

Unless otherwise defined in this Agreement (including Exhibit B): (a) capitalized terms used in this Agreement have the respective meanings set forth in this Article I; (b) the singular shall include the plural and vice versa; (c) the word “including” shall mean “including, without limitation”; (d) references to “Sections” and “Exhibits” shall be to Sections and exhibits hereof; (e) the words “herein, “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular Section or subsection hereof; and (f) references to this Agreement shall include a reference to all exhibits hereto as the same may be amended, modified, supplemented or replaced from time to time.

1.1 “Act” means the Delaware Limited Liability Company Act, Del. Code Ann. tit. 6, §§18 101 et seq., as amended from time to time.

1.2 Additional Capital Contribution” means, for each Member, any Capital Contribution made by such Member under Section 3.4. If a Membership Interest is Transferred in accordance with the terms of this Agreement, then the transferee shall succeed to the Additional Capital Contribution of the transferor to the extent that it relates to the Transferred Membership Interest.

1.3 “Affiliate” means, for any Person, (i) any Person directly or indirectly controlling, controlled by, or under common control with such Person, (ii) any officer, director, general partner, member or trustee of such Person, or (iii) any Person who is an officer, director, general partner, member or trustee of any Person described in the preceding clauses (i) or (ii). For purposes of this definition, the terms “controlling”, “controlled by” or “under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, or the power to elect at least fifty percent (50%) of the directors, managers, general partners or Persons exercising similar authority concerning such Person.

1.4 “Agreement or “Operating Agreement” means this Amended and Restated Limited Liability Company Agreement, including all Exhibits attached hereto, as amended from time to time.

1.5 “Articles” means the Company’s Certificate of Formation filed with the Department, as originally executed and amended, modified, supplemented or restated from time to time, as the context requires.

1.6 “Certificate of Dissolution” means the Certificate of Dissolution filed in accordance with Section 428-805 of the Act and as that term is otherwise used and referred to in the Act.

1.7 “Assignee” means the owner of an Economic Interest who has not been admitted as a Member.

1.8 “Bankruptcy” means: (a) the filing of an application by a Member for, or its consent to, the appointment of a trustee, receiver or custodian of its other assets; (b) the entry of an order for relief with respect to a Member in proceedings under the United States Bankruptcy Code, as amended or superseded from time to time; (c) the making by a Member of a general assignment for the benefit of creditors; (d) the entry of an order, judgment or decree by any court of competent jurisdiction appointing a trustee, receiver or custodian of the assets of a Member, unless the proceedings and the person appointed are dismissed within ninety (90) days; or (e) the failure by a Member generally to pay its debts as the debts become due within the meaning of Section 303(h)(1) of the United States Bankruptcy Code, as determined by the Bankruptcy Court, or the admission in writing of its inability to pay its debts as they become due.

1.9 “Board of Managers” has the meaning set forth in Section 5.1(a).

1.10 “Business” means the business of providing services relating to renewable energy, and any other activity related or ancillary thereto, and any other lawful activity for which a limited liability company may be organized.

1.11 “Capital Account” means, for any Member, the Capital Account which the Company establishes and maintains for such Member pursuant to Section 3.2 and in accordance with the following provisions:

(a) To each Member’s Capital Account there shall be credited (i) the Member’s Capital Contributions, (ii) the Member’s distributive share of Net Profits and any items in the nature of income or gain specially allocated under Section 6.1 of this Agreement or Exhibit B, and (iii) the amount of any Company liabilities assumed by such Member or secured by any asset distributed to the Member;

(b) From each Member’s Capital Account there shall be debited (i) the amount of money and the Gross Asset Value of any property distributed to the Member under any provision of this Agreement, (ii) the Member’s distributive share of Net Losses and any items in the nature of expenses or losses which are specially allocated under Section 6.2 of this Agreement or Exhibit B, and (iii) the amount of any liabilities of the Member assumed by the Company or which are secured by any property contributed by such Member to the Company; and

(c) To determine the amount of any liability for subparagraphs (i) and (ii) above there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and they shall be interpreted and applied in a manner consistent with such Regulations. If the Members shall determine that it is prudent to modify how the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities secured by contributed or distributed property or assumed by the Company or any Members), are computed to comply with such Regulations, then the Members may make such modification; provided, however, that any such modification shall not be likely to have a material effect on the amounts distributed to any Person under Article X upon the dissolution of the Company. The Members shall also (i) make any adjustments necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-l(b)(2)(iv)(q), and (ii) make any appropriate modifications if unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b). “Capital Accounts” means all such accounts maintained for the Members.

1.12 “Capital Contribution” means, for any Member, the total amount of cash and the fair market value of property contributed to the Company by such Member with respect to the Membership Interest in the Company held by such Member, including any the Initial Capital Contributions and Additional Capital Contribution. For purposes of this definition with respect to contributed property, fair market value shall mean the Gross Asset Value of such property less any liabilities assumed by the Company or secured by the contributed property.

1.13 “Change in Form” shall have the meaning set forth in Section 8.3.

1.14  “Class A Member” means the holder of the Class A Membership Units.

1.15  “Class B Member” means the holder of the Class B Membership Units.

1.16  “Class A Membership Units” shall have the meaning set forth in Section

1.17  “Class B Membership Units” shall have the meaning set forth in Section

1.18 “Code” means the United States Internal Revenue Code of 1986, as amended from time to time, the provisions of successors to that Code and, to the extent applicable, the Regulations.

1.19 “Company” means the limited liability company formed under the Articles and this Agreement and the limited liability company continuing the business of this Company if the Company is dissolved and its business continued as provided herein.

1.20 “Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for an asset for such Fiscal Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, then Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Members.

1.21  “Dissolution Event” means an event causing the dissolution of the Company as set forth in Article X.

1.22 “Distributable Cash” means the amount of cash which the Board of Managers deem available for distribution to the Unitholders, taking into account all debts, liability and obligations of the Company then due (including debt service, operating experience and such other reasonable reserves as the Board of Managers may determine), income taxes owed by Unitholders relating to the Company, and working capital and other amount which the Members deem necessary for the Company’s Business.

1.23 “Economic Interest” means the right to receive distributions of the Company’s assets and allocations of income, gain, loss, deduction, credit and similar items from the Company pursuant to this Agreement and the Act, and includes Profits Interests, but shall not include any other rights of a Member, including, without limitation, the right to vote or participate in the management of the Company, any right to information concerning the Business and affairs of the Company.

1.24 “Equity Incentive Plan” has the meaning set forth in Section 4 2(a).

1.25  “Fiscal Year” means the Company’s fiscal year, which shall be the calendar year or any shorter period ending on December 31.

1.26 “Gross Asset Value” means for any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(a)  The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the Class A Member, provided that the initial Gross Asset Values of the assets contributed to the Company under Section 3.1 and, if applicable, Section 3.4 shall be as set forth in such respective Sections;

(b) The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values (taking Code Section 7701(g) into account), as determined by the Class A Member as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company; and (iii) the liquidation of the Company within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g), provided that an adjustment described in the preceding clauses (i) and (ii) shall be made only if the Members reasonably determine that such adjustment is necessary to reflect the relative economic interests of the Members in the Company;

(c) The Gross Asset Value of any item of Company assets distributed to any Member shall be adjusted to equal the gross fair market value (taking Code Section 7701(g) into account) of such asset on the date of distribution as determined by the Class A Member; and

(d) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets under Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account to determine Capital Accounts under Regulations Section 1.704-l(1)(b)(2)(iv)(m) and subparagraph (f) of the definition of “Net Profits” and “Net Losses” ; provided, however, that the Gross Asset Values shall not be adjusted under this subparagraph (d) if an adjustment under subparagraph (b) above is required in connection with a transaction that otherwise would result in an adjustment under this subparagraph (d).

If the Gross Asset Value of an asset has been determined or adjusted under subparagraph (b) or (d) above, then such Gross Asset Value thereafter shall be adjusted by the Depreciation taken into account for that asset to compute Net Profits and Net Losses.

1.27  “Majority Interest” means those Members who, in the aggregate, hold a majority of the Percentage Interests which all Members hold of all classes of Membership Interests.

1.28  “Manager” means a member of the Board of Managers as described in Section 5.1.

1.29 “Member” means each Person who (i) has been admitted to the Company as a Member in accordance with the Articles or this Agreement (including the initial signatories of this Agreement) or is an Assignee who has become a Member in accordance with Article VII, and (ii) has ceased to be a Member for any other reason pursuant to the provisions of this Agreement. “Members” means all such Persons.

1.30 “Membership Interest” means all the Units owned by a Member, including the Member’s Economic Interest Economic Interest, the right to vote on or participate in the management of the Company, and the right to receive information concerning the Business and affairs of the Company.

1.31 “Net Profits” and “Net Losses” mean, for each Fiscal Year, an amount equal to the Company’s taxable income or loss for such Fiscal year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately under Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

(a) Any income of the Company exempt from federal income tax and not otherwise taken into account in computing Net Profits or Net Losses under this definition of “Net Profits” and “Net Losses” shall be subtracted from such taxable income or loss;

(b) Any expenditures of the Company described in Code Section 705(a)(2)(b) or treated as Code Section 705(a)(2)(b) expenditures under Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Profits or Net Losses under this definition of “Net Profits” and “Net Losses” shall be subtracted from such taxable income or loss;

(c) If the Gross Asset Value of any Company asset is adjusted under subparagraphs (b) or (c) of the definition of Gross Asset Value, then the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the asset) or an item of loss (if the adjustment decreases the Gross Asset Value of the asset) from the disposition of such asset and shall be taken into account to compute Net Profits or Note Losses;

(d) Gain or loss resulting from any disposition of property for which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(e) In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year, computed in accordance with the definition of Depreciation;

(f) If an adjustment to the adjusted tax basis of any Company asset under Code Section 734(b) is required, under Regulations Section 1.704-(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s Interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Net Profits or Net Losses; and

(g) Notwithstanding any other provision of this definition, any items which are specially allocated under Section 6.3 shall not be taken into account in computing Net Profits or Net Losses.

The amounts of the items of Company income, gain, loss or deduction available to be allocated specially under Section 6.3 shall be determined by applying rules analogous to those set forth in subparagraphs (a) through (f) above.

1.32 “Partrnership Representative” (as defined in Code Section 6231) has the meaning set forth, and shall be the Person so designated, in Section 9.7.

1.33  “Party means, depending on the context, any Member or the Company, and “Parties” means, depending on the context, any one or more Members or any one or more Members and the Company.

1.34 “Perecentage Interest” means the number of Units owned by a Unitholder as a percentage of the issued and outstanding Units, as such percentage may be adjusted from time to time pursuant to the terms of this Agreement; provided, that, the Percentage Interest represented by the Class A Membership Units shall be fixed at fifty-one percent (51%) notwithstanding the issuance of any Membership Interests, Profits Interests or Economic Interests issued after the Effective Date.

1.35 “Person” means an individual, partnership (whether general or limited), limited liability company, corporation, trust, estate, association, nominee or any other entity.

1.36  “Profits Interest” means an interest in the future profits of the Company satisfying the requirements for a partnership profits interest transferred in connection with the performance of services, as set forth in IRS Revenue Procedures 93-27 and 2001-43, or any future IRS guidance or other authority that supplements or supersedes the foregoing Revenue Procedures

1.37 “Public Offering” means the sale in an underwritten public offering registered under theSecurities Act of the equity securities of the Company or any of its successors.

1.38 “Regulations” means, unless the context clearly indicates otherwise, the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such Regulations are amended from time to time.

1.39 “Sale of Company” means the sale of the Company (whether by merger, consolidation Transfer of equity securities or otherwise) pursuant to which any party acquires (a) more than a majority of the outstanding Units of the Company or (b) all or substantially all of the assets of the Company on a consolidated basis.

1.40 “Transfer” means, as a noun, any voluntary or involuntary transfer, assignment, sale, conveyance, lease, mortgage, security interest, deed, encumbrance, gift, pledge, hypothecation or other disposition; and, as a verb, voluntarily or involuntarily to transfer, assign, sell, convey, lease, mortgage, grant a security interest in, deed, encumber give, pledge, hypothecate or otherwise dispose of.

1.41 “Units” means the limited liability company interests in the Company, including, without limitation, the Class A Membership Units and the Class B Membership Units.

1.42  “Unitholder” means any owner of a Unit, whether as a Member, Assignee, or holder of an Economic Interest, or Profit Interests.

1.43 “Unitholder Matters” has the meaning as set forth in Section 8.1(d).

ARTICLE II.

ORGANIZATION

2.1 Formation.

(a) The Members have formed the Company pursuant to the Act by filing the Articles with the State of Delaware Secretary of State and entering into the Original Agreement.

(b) The Parties expressly intend that this Agreement shall be the sole statement of agreement among them, and, except to the extent that a provision of this Agreement expressly incorporates federal income tax rules by reference to Sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Agreement shall govern even when inconsistent with or different from the provisions of the Act or any other law or rule. To the extent that any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be considered amended to the smallest degree possible in order to make this Agreement effective under the Act. If the Act is subsequently amended or interpreted in such a manner so as to make valid any provision of this Agreement that was formerly invalid, such provision shall be considered to be a part of this Agreement from and after the date of such amendment or interpretation. The Members hereby agree that each Member shall be entitled to rely on the provisions of this Agreement, and no Member shall be liable to the Company or to any Member for any action or refusal to act taken in good faith reliance on the terms of this Agreement. The Members and the Company hereby agree that the duties and obligations imposed upon the Members of the Company as such shall be those set forth in this Agreement, which is intended to govern the relationship among the Company and the Members, notwithstanding any provision of the Act or common law to the contrary.

2.2 Name The name of the Company shall be “Holu Hou Energy, LLC.” The business of the Company may be conducted under that name or, upon compliance with applicable laws, any other name that the Class A Member deems appropriate or advisable.

2.3 Term. The term of this Agreement commenced on the Effective Date and shall continue at will and shall not be for a specified term, unless the Company shall be sooner dissolved and its Business and affairs wound up in accordance with the Act or pursuant to Article X.

2.4 Office and Agent.

(a) General. The Company shall continuously maintain a registered agent in the State of Delaware.

(b) Office. The principal office of the Company shall be at such other place as the Board of Managers may determine from time to time.

(c) Designated Agent for Service of Process. The designated agent for service of process on the Company in the State of Delaware shall be Incorp Services, Inc., whose address is 919 North Market Street, Suite 950, Wilmington, DE 19801 or any successor as determined by the President. If the designated agent for service of process ceases to act as such for any reason, then the Members shall promptly designate a replacement agent for service of process.

2.5 Purpose; Powers. The purposes of the Company are to (i) operate the Business, (ii) make such additional investments and engage in such additional activities as set forth in this Agreement, (iii) engage in any and all activities related or incidental to the purposes set forth in the preceding clauses (i) and (ii), and (iv) otherwise engage in any lawful act or activity for which a limited liability company can be organized under the Act. The Company has the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or in furtherance of the purposes of the Company set forth in this Section 2.5.

2.6 Filings.

(a) The Board of Managers shall take any and all actions reasonably necessary or desirable to protect and maintain the status of the Company as a limited liability company under the Act and other applicable laws and in any other jurisdictions in which the Company engages in Business, including the preparation and filing of such amendments to the Articles and such other articles, statements, annual reports, assumed name certificates, documents, instruments and publications as may be required by law, including, without limitation, actions to reflect: (i) a change in the Company’s name; (ii) a change in the Company’s designated office; (iii) a change in the Company’s designated agent for service of process; (iv) a correction of false or erroneous statements in the Articles; or (v) a change in the time for dissolution of the Company as stated in the Articles and in this Agreement.

(b) Upon the dissolution and completion of the winding up and liquidation of the Company in accordance with Article X, the Board of Managers shall execute and cause to be filed Certificate of Dissolution in accordance with the Act and the laws of any other jurisdiction in which the Managers deem such filing necessary or advisable.

ARTICLE III.

CAPITAL CONTRIBUTIONS

3.1 Initial Capital Contributions. On or prior to the Effective Date, each Member has contributed such amounts as are set forth opposite such Member’s name on Schedule 3.1 attached hereto (the “Initial Capital Contributions”). The Company shall keep records of Capital Contributions and Additional Capital Contributions.

3.2 Capital Accounts. The Company shall establish and maintain an individual Capital Account for each Member in accordance with Regulations Section 1.704-1(b)(2)(iv). If a Member makes a permitted Transfer of all or a part of its Membership Interest in accordance with this Agreement, such Member’s Capital Account attributable to the Transferred Membership Interest shall carry over to the new owner of such Membership Interest pursuant to Regulations Section 1.704-1(b)(2)(iv)(l).

3.3 No Interest. No Member shall be entitled to receive any interest on its Capital Contributions and any Additional Capital Contributions.

3.4 Additional Capital Contributions. No Member shall be required to make any Additional Capital Contributions or have the right to participate in a capital call, unless otherwise agreed to with the Company in writing. To the extent approved by the Board of Managers, the Members may, from time to time, be permitted to make Additional Capital Contributions if and to the extent that they so desire. If the Board of Managers determine that such Additional Capital Contributions are necessary or appropriate for the conduct of the Company’s Business. Each Member shall receive a credit to its Capital Account in the amount of any Additional Capital Contribution which it contributes to the Company. Immediately following the contribution of such Additional Capital Contributions, additional Units shall be issued to such Members as agreed to between the Member and the Board of Managers.

3.5 No Rights of Redemption or Return of Capital Contribution. Subject to Section 10.6, no Member has a right to have such Member’s Membership Interest redeemed or to have its Capital Contribution returned prior to the termination of the Company, even if the Member dissociates prior to the termination of the Company. Further, at the termination of the Company, the right to return of the Capital Contribution is subject to Article X.

ARTICLE IV.

MEMBERS

4.1 Limited Liability. Except as expressly set forth in this Agreement or required by law, no Member shall be personally liable for any debt, obligation or liability of the Company, whether that liability or obligation arises in contract, tort or otherwise.

4.2 Admission of Additional Members.

(a) In General. The Members may, upon the prior written approval of the Class A Member (except as set forth in Section 5.1(b)(6)), admit additional Members to the Company. Notwithstanding the previous sentence, the Equity Incentive Plan attached hereto as Exhibit C for granting Units, Economic Interests, options, Profits Interests, or other such interests to employees of the Company, all such grants to be subject to the prior written approval of the Board of Managers. Any additional Member shall make a Capital Contribution and obtain therefor a Membership Interest, and shall participate in the Net Profits, Net Losses and distributions of the Company, on such terms as are determined and approved by the Company. Notwithstanding the foregoing, Assignees may only be admitted as substituted Members in accordance with Article VII.

(b) Amendment and Restatement of this Agreement or Joinder. If the Members admit any additional Members, then either (i) the Members shall, concurrently with such admission of any new Members, amend and restate this Agreement in order to specify the voting rights and voting requirements of the Members to apply from the date of admission and to make any other changes that are necessary or desirable in connection with such admission, or (ii) the new Member shall execute a joinder to be bound by the terms and conditions of this Agreement.

4.3 Withdrawals or Resignations. Except when all of the Member’s Units are Transferred to another Person in accordance with Article VII, no Member may withdraw or resign from the Company. A Member shall no longer be a Member of the Company upon the Transfer of all their Units to another Person in accordance with Article VII.

4.4 Termination of Membership Interest. Upon the Transfer of a Member’s Membership Interest in violation of Article VII, the Membership Interest of such Member shall be terminated and thereafter that Member shall be an Assignee only. Each Member acknowledges and agrees that such termination of a Membership Interest upon the occurrence of any of the foregoing events is not unreasonable under the circumstances existing as of the date hereof.

4.5 Competing Activities. Unless an agreement has been executed between such Person and the Company stating the contrary, (i) the Members and their officers, directors, shareholders, partners, members, managers, agents, employees and Affiliates may engage or invest in, independently or with others, any business activity of any type or description, including, without limitation, those that might be the same as or similar to the Company’s Business and that might be in direct or indirect competition with the Company; (ii) neither the Company nor any Member have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (iii) the Members shall not be obligated to present any investment opportunity or prospective economic advantage to the Company, even if the opportunity is of the character that, if presented to the Company, could be taken by the Company; (iv) the Members have the right to hold any investment opportunity or prospective economic advantage for their own account or to recommend such opportunity to Persons other than the Company; (v) each Member acknowledges that the other Members and their Affiliates own and/or manage other businesses, including businesses that may compete with the Company and for the Member’s time; (vi) each Member hereby waives any and all rights and claims which it may otherwise have against the other Members and their officers, directors, shareholders, partners, members, managers, agents, employees and Affiliates as a result of any of such activities.

4.6 Transactions between the Company and the Members; Public Company Reporting.

(a) Notwithstanding that it may constitute a conflict of interest, the Members may, and may cause their Affiliates to, engage in any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service, or the establishment of any salary, other compensation or other terms of employment) with the Company as long as such transaction is not expressly prohibited by this Agreement and as long as the terms and conditions of such transaction, on an overall basis, are fair and reasonable to the Company.

(b) Subject to any limitations set forth in this Agreement and with the prior written approval of the Board of Managers, a Member may lend money to and transact other business with the Company. Subject to other applicable law, such Member has the same rights and obligations with respect thereto as a Person who is not a Member.

(c) During the term in which a Class A Member is a publicly traded corporation and owns a Majority Interest in the Company, the Class A Member shall be responsible and shall indemnify and reimburse the Company for all costs associated with the Company to be compliant with any and all reporting requirements relating to the Class A Member’s status as a publicly traded corporation, including but not limited to any audit requirements and attorneys’ fees associated with such reporting requirements as required by law or required by an exchange. A “publicly traded corporation” means an Issuer with (A) a class of securities registered under section 12 of the Securities Exchange Act of 1934 (15 U.S.C. § 78l); or (B) that is required to file reports under section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. § 78o(d)). "Issuer" has the meaning given that term in section 3 of the Securities Exchange Act of 1934 (15 U.S.C. § 78c).

4.7 Payments to Members. Except as specified herein, no Member or Affiliate of a Member is entitled to remuneration for acting in the Company’s Business or for services rendered or goods provided to the Company, unless such Member is an employee or has a written agreement with the Company.

4.8 Members Are Not Agents. No Member, acting solely in the capacity of a Member, is an agent of the Company, and no Member, unless expressly and duly authorized in writing to do so by the Board of Managers, has any power or authority to bind or act on behalf of the Company in any way, to pledge its credit, to execute any instrument on its behalf or to render it liable for any purpose.

4.9 Voting Rights. The Class A Member shall have the right to approve or disapprove matters as specifically stated in this Agreement, including the following:

(a) Required Approval of the Class A Member. Unless otherwise indicated below, the following matters shall require the prior written approval of the Class A Member:

(2) Except as provided in Section 7.4, the Transfer of a Membership Interest and the admission of the Assignee as a Member of the Company in accordance with Article VII;

For the avoidance of doubt and without limiting the generality of the foregoing, “ordinary course of business,” includes, but is not limited to building renewable energy systems, financing such systems, selling such systems, creating special purpose entities for such systems, and executing agreements for the sale, joint development, or construction of such systems.

(b) Required Vote of the Majority Interest. Any other matters that have been determined by the Board of Managers to require a vote of the Members shall require the vote as written consent of a Majority Interest.

(c) Approval Standard. Except as otherwise specifically provided in this Agreement, all votes, approvals or consents of the Members may be given or withheld, conditioned or delayed as the Members may determine in their sole and absolute discretion.

4.10 Meetings of Members.

(a) Date, Time and Place of Meetings of Members; Secretary. Meetings of the Members may be held at such date, time and place within or outside the State of Delaware as the Board of Managers may fix from time to time. No annual or regular meetings of Members are required, unless otherwise determined by the Board of Managers. At any Member’s meeting, the Class A Member, in its absence, the Chief Executive Officer, if any), shall preside at the meeting, and the secretary, if any, of the Company shall prepare minutes of the meeting, which shall be placed in the minute book of the Company. If there is no such chairperson or president or secretary, then the Board of Managers shall appoint a person to preside at the meeting and a person to act as secretary of the meeting. The secretary of the meeting shall prepare minutes of the meeting which shall be placed in the minute books of the Company.

(b) Power to Call Meetings. Meetings of the Members may be called by either (i) upon the written demand of Members holding more than fifty percent (50%) of the Percentage Interests for the purpose of addressing any matters on which the Members may vote or (ii) by any Manager for any matter.

(c) Notice of Meeting; Mail-in Ballot. Written notice of a meeting of the Members shall be sent or otherwise given to each Member in accordance with Section 4.10(d) not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the date, place and hour of the meeting and the general nature of the business to be transacted. No other business may be transacted at this meeting. The Board of Managers may, in its sole discretion, include a mail-in ballot allowing such Member to give its vote in advance of the meeting. A mail-in ballot properly and timely delivered to the Board of Managers, in accordance with the instructions provided by the Board of Managers, shall constitute a Member appearing at the meeting of the Members described in the notice. Mail-in ballots may be electronic.

(d) Manner of Giving Notice. Notice of any meeting of the Members shall be given either personally or by first-class mail or facsimile or electronic or other written communication, charges prepaid, addressed to each Member at the address of that Member appearing on the books of the Company or given by the Member to the Company for the purpose of notice. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by facsimile or electronic or other means of written communication. Notice shall be given by the Board of Managers.

(e) Quorum. The presence in person, by proxy, or mail-in ballot of a Majority Interest shall constitute a quorum at a meeting of Members. The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the loss of a quorum, if any action taken after loss of a quorum (other than adjournment) is approved by Members holding at least a Majority Interest.

(f) Adjourned Meeting; Notice Any Members’ meerting, whether or not a quorum is present, may be adjourned from time to time by the affirmative vote of a majority of the Membership Interests represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 4.10(f). When any meeting of Members is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is subsequently fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Members shall set a new record date. At any adjourned meeting the Company may transact any business which might have been transacted at the original meeting.

(g)  Waiver of Notice or Consent.

(1) The actions taken at any meeting of the Members, however called and noticed, and wherever held, have the same validity as if taken at a meeting duly held after a regular call and notice, if a quorum is present either in person, mail-in ballot, or by proxy, and if, either before or after the meeting, each of the Members entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or consents to the holding of the meeting or approves the minutes of the meeting. All such waivers, consents or approvals shall be filed with the Company records or made a part of the minutes of the meeting.

(2) Attendance of a Person at a meeting shall constitute a waiver of notice of that meeting, except when the Person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

(h)  Action by Written Consent without a Meeting.

(1) Any action that may be taken at a meeting of the Members may be taken without a meeting, if a consent in writing setting forth the action so taken is signed and delivered to the Company within thirty (30) days of the record date for that action by Members having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Members entitled to vote on that action at a meeting were present and voted. All such consents shall be filed with the secretary, if any, of the Company and shall be maintained in the Company records. Any Member giving written consent, or the Member’s proxy holder(s) may revoke the consent by a writing received by the secretary, if any, of the Company before written consents of the number of votes required to authorize the proposed action have been filed.

(2) Unless the consents of all Members entitled to vote have been solicited in writing, prompt notice shall be given of the taking of any other action approved by Members without a meeting, to those Members entitled to vote who have not consented in writing.

(i) Meetings by Telephone Conference Call. Members may participate in any Member’s meeting through the use of any means of conference telephones, web conferences, or similar communications equipment as long as all Members participating can hear one another. A Member so participating is deemed to be present in person at the meeting.

(j) Record Date. In order that the Company may determine the Members of record entitled to notices of any meeting or to vote, or entitled to receive any distribution or to exercise any rights in respect of any distribution or to exercise any rights in respect of any other lawful action, the Board of Managers may fix, in advance, a record date that is not more than sixty (60) days nor less than ten (10) days prior to the date of the meeting and not more than sixty (60) days prior to any other action. If no record date is fixed, then:

(1) The record date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(2) The record date for determining Members entitled to give consent to Company action in writing without a meeting shall be the day on which the first written consent is given.

(3) The record date for determining Members for any other purpose shall be at the close of business on the day on which the Members adopt the resolution relating thereto, or the thirtieth (30th) day prior to the date of the other action, whichever is later.

(4) The determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment of the meeting unless the Members who called the meeting fix a new record date for the adjourned meeting; provided that the Members who called the meeting shall fix a new record date if the meeting is adjourned for more than forty five (45) days from the date set for the original meeting.

(k) Proxies. Every Member entitled to vote on any other matter have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary, if any, of the Company. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy, by a writing delivered to the Company stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Company before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy.

4.11 Two (2) Classes; Article 8 of UCC. There shall be two (2) classes of Membership Interests. Membership Interests shall be represented by the Class A Membership Units and the Class B Membership Units. All Units owned by Members immediately prior to the Effective date of this Agreement, upon the Effective date of this Agreement, have been converted into Class B Membership Units as evidenced by a resolution adopted by the Board of Managers and the Members in accordance with the terms of the Amended Original Agreement. The Members hereby acknowledge and agree that all Units (and the Membership Interests represented thereby) are securities governed by Article 8 and all other provisions of the Uniform Commercial Code, and pursuant to the terms of Section 8-103(c) of the Uniform Commercial Code, suh interests shall be “securities” for all purposes under such Article 8 and under all other provisions of the Uniform Commercial Code. The Company shall maintain books for the purpose of registering the transfer of limited liability company interests. A transfer of limited liability company interests in the Company shall be effected by the Company's registering the transfer upon delivery of an endorsed certificate representing the limited liability company interests being transferred.

4.12  Certificate of Membership Interest.

(a) Certificate. All Units (and the Membership Interests represented thereby) shall be represented by certificates, shall be recorded in a register thereof maintained by the Company, and shall be subject to such rules for the issuance thereof in compliance with this Agreement, as the Class A Member may from time to time determine. The exact contents of a certificate of membership may be determined by action of the Board of Managers, but shall be issued substantially in conformity with the following requirements. The certificates of membership shall be respectively numbered serially, as they are issued, shall be impressed with the Company seal or a facsimile thereof, if any, and shall be signed by a person designated by the Board of Managers for that purpose. Each certificate of membership shall state the name of the Company, the fact that the Company is organized under the laws of the State of Delaware as a limited liability company, the name of the person to whom the certificate is issued, the date of issue, the class of Unit issued, and the Percentage Interest represented thereby. A statement of the designations, preferences, qualifications, limitations, restrictions and special or relative rights of the Membership Interest, if any, shall be set forth in full or summarized on the face or back of the certificates which the Company shall issue, or in lieu thereof, the certificate may set forth that such a statement or summary will be furnished to any holder of a Membership Interest upon request without charge. Each certificate of membership shall be otherwise in such form as may be determined by the Class A Member.

(b)  Legend on Certificates. Any certificate issued must bear the following legend:

THE MEMBERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE WAS ORIGINALLY ISSUED AS OF , 20__, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE HAWAII UNIFORM SECURITIES ACT, AS AMENDED (THE “HAWAII ACT”), THE DELAWARE SECURITIES ACT, AS AMENDED (‘DELAWARE ACT”) OR ANY OTHER STATE SECURITIES LAW AND IT MAY NOT BE SOLD OR TRANSFERRED ABSENT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR THE HAWAII ACT, DELAWARE ACT OR APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR THE HAWAII ACT, THE DELAWARE ACT OR OTHER STATES SECURITIES LAW, THE TRANSFER OF THE INTEREST REPRSENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT, AS AMENDED FROM TIME TO TIME, GOVERNING HOLU HOU ENERGY, LLC (THE “COMPANY”), AS THE ISSUER, BY AND AMONG CERTAIN INVESTORS. A COPY OF THOSE CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THIS CERTIFICATE UPON WRITEN REQUEST AND WITHOUT CHARGE.

(c) Cancellation of Certificate. Except as herein provided with respect to lost, stolen or destroyed certificates, no new certificates of membership shall be issued in lieu of previously issued certificates of membership until former certificates for a like number of Membership Interests have been surrendered and cancelled. All certificates of membership surrendered to the Company for Transfer shall be cancelled.

(d) Replacement of Lost, Stolen, or Destroyed Certificate. Any Member claiming that its certificate of membership is lost, stolen or destroyed may make an affidavit or affirmation of that fact and request a new certificate. Upon the giving of a satisfactory indemnity to the Company as may be reasonably required by the Board of Managers, a new certificate may be issued of the same tenor and representing the same Percentage Interest of the Member that was represented by the certificate alleged to be lost, stolen or destroyed.

(e) Membership Register; Issued and Outstanding Units. The Company may maintain a register of the Members, including their respective mailing addresses and the amount the Membership Interest held by them, and shall update such register upon the Transfer of any Membership Interest to any new or existing Member. The Company shall maintain an accounting of all issued and outstanding Units.

4.13 Profits Interest. It is the intention of the parties to this Agreement that distributions and allocations to any holder of an interest designated by the Board of Managers, as a profits interest shall be limited to the extent necessary so that each such interest constitutes a Profits Interest. In furtherance of the foregoing, and notwithstanding anything to the contrary in this Agreement, the Board of Managers shall, if necessary, limit distributions and allocations to any holder of such an interest so that such distributions and allocations do not exceed the available profits in respect of such holders related Profits Interest. All Members, whether parties hereto as of the date hereof or admitted after the date hereof consent to the Company taking all actions, including amending this Agreement, to the extent necessary or appropriate to cause any interest designed by the Board of Managers as a “profits interest” to be treated as Profits Interests for all United States federal income tax purposes, to be valued based on liquidation value or similar principles and to permit allocations of income to be made to such Members to be respected even if such Interests are subject to risk of forfeiture, including any action required by the Company under Revenue Procedure 2001-43, unless superseded by Notice 2005-43, in which case, such consent shall allow the Company to take any and all actions as may be necessary or desirable pursuant to such notice, final or temporary regulations that may be promulgated to bring into effect the Proposed Treasury Regulations (Prop. Treas. Reg. §§ 1.83-3, 1.704-1, 1.706-3, 1.707-1, 1.721-1, 1.761-1) set forth in the notice of proposed rulemaking (REG 105346 03), and any similar or related authority.

ARTICLE V.

MANAGEMENT AND CONTROL OF THE COMPANY

5.1 Management of the Company by the Board of Managers.

(a) Management by the Board of Managers. Management of the Company shall be vested in the Board of Managers (can also be called the “Board of Directors”) (each, a “Manager” and collectively, the “Board of Managers”), except as otherwise described herein. The Board of Managers shall have all authority and power to act on the Company’s behalf except for matters specifically reserved to the Members as stated herein. The Board of Managers, unless otherwise required in this Agreement or by the Act, shall be responsible for the management of the Business, property and affairs of the Company, and have the full, and complete authority, power and discretion to manage and control the Business, property and affairs of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s Business, property and affairs, including, without limitation, (i) to plan, analyze, and execute a strategic plan for the Company; and (ii), (A)_from time to time, to issue, sell, and/or authorize new Units or Membership Interests on behalf of the Company, except that such owners of Units or Membership Interests shall not become Members until approved by the Class A Member in accordance with the terms and conditions herein, and (B) to assign, grant, or transfer Profits Interests, without additional Class A Member approval or consent. The Class B Members agree and understand that such actions in the foregoing sentence may dilute a Member’s rights to distributions, profits and losses allocations, and voting rights, among other things. The Board of Managers have the right to amend and update Exhibit A from time to time to reflect the Units as such Units are issued and outstanding, and to record the total Units authorized by the Board of Managers.

(b) Class B Manager Rights. Notwithstanding anything herein the contrary, the Class B Nominee (as defined below) shall have the right to perform the following actions on behalf of the Company without the consent or approval of the Class A Nominee (defined below), the Board of Managers, or the Class A Members:

(1) Hire, fire, promote, or demote employees or independent contractors of the Company;

(2) Purchase, offer, or alter employee benefits, such as health insurance; provided that such benefits do not grant profit interests or equity in the Company without prior approval as set forth above;

(3) Execute services, vendor, or supply agreements for the Company or its projects;

(4) Execute agreements to finance, build, sell, transfer, encumber, or collateralize assets of the Company in the ordinary course of business;

(5) Purchase, maintain, and alter Directors and Officer’s Insurance, or other similar insurance policies;

(6) Issue, sell, or transfer Class B Membership Units and admit Class B Members; provided that, in no case may the total number of Class B Units issued (including any warrants, options, pledges, conversion rights, or other promises related to Class B Units) exceed Forty-Nine percent (49%) of the total and issued Membership Units of the Company on a fully diluted basis, without the prior consent of the Class A Member; and

(7) Notwithstanding anything herein to the contrary, distribute, sell, assign, transfer, or hypothecate shares of BORQ Technologies, Inc. (or its successor), including distributing such shares to Class B Members only.

(c) Number of Managers. The Board of Managers shall consist of at least two (2) Managers, but no more than five (5) Managers. On the Effective Date, the Board of Managers will consist of three (3) Managers, unless expanded or decreased by a vote of the majority of the Board of Managers.

(d) Terms of Managers. Managers shall serve until such Manager resigns, is disabled, or is removed in accordance with this Agreement.

(e) Election of Managers. The Board of Managers shall consist of the following individuals: (i) two (2) individuals (the “Class A Nominees”) designated by the Class A Member and (ii) one (1) individual (the “Class B Nominee,” and, together with the Class A Nominees, the “Nominees”) designated by the Class B Members. Each Unitholder shall vote his, her or its Units at any regular or special meeting of the Members or in any written consent executed in lieu of such a meeting and shall take all other actions necessary to give effect to the agreements contained in this Agreement (including, without limitation, the election of Managers in accordance with the immediately preceding sentence) and to ensure that the Articles as in effect immediately following the Effective Date do not, at any time thereafter, conflict in any respect with the provisions of this Agreement. On the Effective Date, the initial Managers of the Company shall be Bradley Hansen, Pat Sek Yuen Chan and Anthony K. Chan. Upon the expiration, resignation, death, disability (as reasonably determined by the Board of Managers), or removal of a Class A Nominee, the Class A Member shall vote to fill such vacancy on the Board of Managers. Upon the expiration, resignation, death, disability (as determined by the Board of Managers), or removal of a Class B Nominee, the Class B Members shall vote to fill such vacancy on the Board of Managers.

(f) Reimbursement. The Company shall pay or reimburse the reasonable out-of- pocket expenses incurred by each member of the Board of Managers in connection with attending the meetings of the Board of Managers.

(g) Policies and Procedures. The Board of Managers shall use commercially reasonable efforts to adopt a set of standards of business conduct which shall establish reasonable and prudent policies and guidelines for the Company, its Subsidiaries and their employees, including with respect to the following matters: conflicts of interest, ethical practices, trade regulation, payment and procurement policies, legal compliance, employment discrimination, sexual harassment and environmental management.

(h) Committees. Committees shall be formed by the Board of Managers from time to time and shall be empowered by the Board of Managers to take actions specified in the committee charter issued by the Board of Managers, without additional vote of the Board of Managers.

(i)  Board Meetings. The Board of Managers have regular and special meetings as follows:

(1) Place of Meetings. Board of Mangers meetings shall be held at the principal office of the Company and may be attended in person, via teleconference, via web conference, or other technology that allows all the Managers to hear and speak to one another.

(2) Regular and Special Meetings. Board of Managers meetings shall be held each quarter in the calendar year. Special meetings may be called by the CEO, President or any two (2) Managers (including at least one Class A Nominee and the Class B Nominee).

(3) Notice of the Board Meetings. Notice of the date, time, and place of Regular Meetings or Special Meetings of the Board of Managers shall be given by regular mail or e-mail with no less than three (3) days notice prior to the meeting. Notice of any subject matter requiring voting on the agenda shall be given to each Manager in the same manner no less than two (2) days before the meeting.

(4) Quorum of the Meeting; Voting. Quorum of the Meeting shall be two (2) Managers (including at least one Class A Nominee and the Class B Nominee). Each Manager has one (1) vote. The vote of the majority of the Managers present at a meeting shall constitute an action of the Board of Managers.

(5) Chair of the Board of Managers. The Board of Managers may elect a chair of the Board of Managers who shall oversee and preside at all meetings of the Board of Managers. The Board of Managers may elect a vice-chair to act in place of the chair if the chair is absent from a meeting of the Board of Managers. The Chair shall be responsible for sending all notices required by this Agreement.

5.2  Officers.

(a) Appointment of Officers. The Board of Managers may appoint officers at any time. The officers of the Company, if deemed necessary or desirable by the Board of Managers, may include a chairperson, ceo, president, vice president, secretary and chief financial officer. The officers shall serve at the pleasure of the Board of Managers, subject to the rights, if any, granted to such officer under any contract of employment with the Company. Any individual may hold any number of offices. No officer need to be a resident of the State of Delaware or citizen of the United States. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Board of Managers.

(b) Removal, Resignation and Filling of Vacancy of Officers.

(1) Subject to the rights, if any, granted to such officer under any contract of employment with the Company, any officer may be removed, either with or without cause, by the Board of Managers at any time.

(2) Any officer may resign at any time by giving written notice to the Board of Managers or a more senior officer. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice, and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

(3) A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.

(c) Salaries of Officers. The salaries of all officers and agents of the Company shall be fixed by the Board of Managers, unless such duty has been delegated to an officer or other individual.

(d) Signing Authority of Officers. Subject to Section 5.3(b) and any restrictions imposed by the Board of Managers, the officers have the following signing authorities: Any officer, acting alone, is authorized to endorse checks, drafts, and other evidences of indebtedness made payable to the order of the Company, but only for the purpose of deposit into the Company’s accounts. All checks, drafts, and other instruments obligating the Company to pay money in an amount of less than $10,000 may be signed by any one officer, acting alone. All checks, drafts, and other instruments obligating the Company to pay money in an amount of $10,000 or more must be approved by two (2) officers in writing (including email), but can be signed by one (1) officer.

(e) Limited Liability. No Person who is an officer of the Company shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation or liability of the Company, whether that liability or obligation arises in contract, tort or otherwise, solely by reason of being an officer of the Company.

ARTICLE VI.

ALLOCATIONS OF NET PROFITS AND

NET LOSSES AND DISTRIBUTIONS

6.1 Allocations of Net Profits. After giving effect to the special allocations set forth in Section 6.3, all Net Profits for any Fiscal Year (or other period) shall be allocated to the Unitholders in proportion to their respective Percentage Interests.

6.2 Allocations of Net Losses. After giving effect to the special allocations set forth in Section 6.3, all Net Losses for any Fiscal Year (or other period) shall be allocated to the Unitholders in proportion to their respective Percentage Interests.

6.3 Regulatory Allocations. Notwithstanding the other provisions of Sections 6.1 and 6.2, all Net Profits and Net Losses (and all items thereof) shall be subject to the regulatory allocations set forth in Exhibit B.

6.4 Allocations of Taxable Income and Taxable Loss. Except as provided in Exhibit B, the provisions of which are incorporated by reference as if set forth here in full, each item of taxable income, gain, loss, deduction, preference or recapture entering into the computation of Net Profits or Net Losses hereunder shall be allocated to each Unitholder in the same proportion as Net Profits or Net Losses are allocated to such Unitholder.

6.5 Distributions of Distributable Cash by the Company. Subject to applicable law and any limitations contained elsewhere in this Agreement, the Board of Managers may elect from time to time to distribute Distributable Cash to the Unitholders in proportion to their Percentage Interests. All such distributions shall be made only to the Persons who, according to the books and records of the Company, are the holders of record of the Economic Interests in respect of which such distributions are made on the actual date of distribution. Subject to Section 6.7, the Company shall not incur any liability for making distributions in accordance with this Section 6.5.

6.6 Form of Distribution. A Unitholder, regardless of the nature of the Unitholder’s Capital Contribution, has no right to demand and receive any distribution from the Company in any form other than money. Except as provided in Section 10.4, no Unitholder may be compelled to accept from the Company a distribution of any asset in kind in lieu of a proportionate distribution of money being made to other Unitholders and no Unitholder may be compelled to accept a distribution of any asset in kind.

6.7  Restriction on Distributions.

(a) No distribution shall be made if, after giving effect to the distribution:

(1) The Company would not be able to pay its debts as they become due in the usual course of business;

(2)  The Company’s total assets would be less than the sum of its total liabilities plus, unless this Agreement provides otherwise, the amount that would be needed, if the Company were to be dissolved, wound up and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up and termination of other Unitholders, if any, that are superior to the rights of the Unitholder receiving the distribution; or

(3) Such distributions would violate applicable law.

(b) The Board of Managers may base a determination that a distribution is not prohibited on any of the following:

(1) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances;

(2) A fair valuation; or

(3) Any other method that is reasonable in the circumstances.

Except as provided in the Act, the effect of a distribution is measured as of the date the distribution is authorized if the payment occurs within one hundred twenty (120) days after the date of authorization, or the date payment is made if it occurs more than one hundred twenty (120) days of the date of authorization.

6.8 Return of Distributions. Unitholders and Assignees who receive distributions made in violation of the Act, applicable law, or this Agreement shall return such distributions to the Company. Except for those distributions made in violation of the Act, applicable law, or this Agreement, no Unitholder shall be obligated to return any distribution to the Company or pay the amount of any distribution for the account of the Company or to any creditor of the Company. The amount of any distribution returned to the Company by a Unitholder or Assignee or paid by a Unitholder or Assignee for the account of the Company or to a creditor of the Company shall be added to the account or accounts from which it was subtracted when it was distributed to the Unitholder or Assignee.

6.9 Obligations of Unitholders to Report Allocations. The Unitholders are aware of the income tax consequences of the allocations made by this Article VI and hereby agree to be bound by the provisions of this Article VI in reporting their shares of Company Net Profits and Net Losses for income tax purposes.

6.10 General Rules Applicable to Article VI. For purposes of making the allocations under Sections 6.1 and 6.2, any distributions of Distributable Cash made with sixty (60) days of the close of any Fiscal Year shall be considered to have been made on the last day of the preceding Fiscal Year.

(a) If any assets of the Company are to be distributed in kind as permitted by this Agreement, (i) such assets shall be distributed on the basis of their fair market value, and any Unitholder entitled to any interest in the assets distributed shall receive its interest as a tenant-in-common with all other Unitholders so entitled, and (ii) the Unitholder’s Capital Accounts shall be appropriately adjusted before any such distribution to reflect the increases or decreases to the Capital Accounts which would have occurred if the property distributed in kind had been sold for its fair market value by the Company prior to the distribution.

ARTICLE VII.

TRANSFER AND ASSIGNMENT OF INTERESTS

7.1 Transfer and Assignment of Interests; Registered Securities. Except as provided herein, no Unitholder shall be entitled to Transfer all or any part of its Units, except as set forth in this Agreement. Notwithstanding anything herein to the contrary, sales or transfers of Units pursuant to a Public Offering or registration statement filed by the Company are permitted without compliance with any other provision of this Agreement. Transfers in violation of this Article VII shall only be effective to the extent set forth in Section 7.7. After the consummation of any Transfer of all or any part of a Units, the Units so Transferred shall continue to be subject to the terms and provisions of this Agreement, and any further Transfers shall be required to comply with all the terms and provisions of this Agreement.

7.2 Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Unitholder shall Transfer all or any part of its Units: (i) unless the Unitholder, if requested by the Board of Managers, has furnished to the Company a written opinion of counsel, satisfactory to the Members, that such Transfer will not require registration of any securities under the Securities Act of 1933 or the Delaware Uniform Securities Act or the consent of or a permit from appropriate authorities under any other applicable state securities law, (ii) unless the Unitholder complies with all other applicable federal and state securities laws, and (iii) if required by the Board of Managers, if the Units to be Transferred, when added to the total of all other Units Transferred in the preceding twelve (12) consecutive months prior thereto, would cause the tax termination of the Company under Code Section 708(b)(1)(B).

7.3 Substituted Members. An Assignee of a Membership Interest has the right to become a Member if admitted in accordance with the terms and conditions of this Agreement. The admission of an Assignee as a substituted Member shall not result in the release of the Member who Transferred the Membership Interest from any liability that such Member may have to the Company.

7.4 Permitted Transfers. The Class A Member may Transfer all or a portion of its Membership Interest to an Affiliate without the consent of any other Member. The Membership Interest of any Member may not be Transferred to any other Member, except pursuant to the restrictions set forth in Section 7.1(a). The Economic Interest of any Member may be transferred (i) by inter vivos gift or by testamentary transfer to any spouse, parent, sibling, in-law, child or grandchild of the Member, or to a trust for the benefit of the Member or such spouse, parent, sibling, in-law, child or grandchild of the Member, or (ii) to any Affiliate of the Member; it being agreed that, in executing this Agreement, each Member has consented to such Transfers.

7.5 Effective Date of Permitted Transfers. Any permitted Transfer of all or any portion of a Membership Interest or an Economic Interest shall be effective as of the date following the date upon which all of the requirements of Sections 7.1, 7.2 and 7.3 have been met. The Company shall provide the Members with written notice of such Transfer as promptly as possible after all of the requirements of Sections 7.1, 7.2 and 7.3 have been met. Any transferee of a Membership Interest shall take subject to the restrictions on Transfer imposed by this Agreement.

7.6 Rights of Legal Representatives. If a Member who is an individual dies or is adjudged by a court of competent jurisdiction to be incompetent to manage the Member’s person or property, the Member’s personal representative, executor, administrator, guardian, conservator or other legal representative may exercise all of the Member’s rights for the purpose of settling the Member’s estate or administering the Member’s property, including any power the Member has under the Articles or this Agreement to give an Assignee the right to become a Member. If a Member is a corporation, trust or other entity and is dissolved or terminated, the powers of that Member may be exercised by its legal representative or successor.

7.7  No Effect to Transfers in Violation of This Agreement.

(a) Upon any Transfer of a Membership Interest in violation of this Article VII, the transferee has no right to vote or participate in the management of the Business, property and affairs of the Company or to exercise any rights of a Member. Such transferee shall only be entitled to become an Assignee and thereafter shall only receive the share of one or more of the Company’s Net Profits, Net Losses and distributions of the Company’s assets to which the transferor of such Economic Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Members, a Transfer in violation of this Article VII would cause the tax termination of the Company under Code Section 708(b)(1)(B), then the Transfer shall be null and void and the purported transferee shall not become either a Member or an Assignee, unless otherwise consented by the Board of Managers.

(b) Upon and contemporaneously with any Transfer (whether arising out of an attempted charge upon that Member’s Economic Interest by judicial process, a foreclosure by a creditor of the member of otherwise) of a Member’s Economic Interest (other than in accordance with Section 7.4) which does not at the same time Transfer the balance of the rights associated with the Membership Interest that is Transferred by the Member (including, without limitation, the rights of the Member to vote or participate in the management of the Business, property and affairs of the Company), the Company shall have the option to purchase from the Member, and the Member shall sell to Company for a purchase price of $100, all remaining rights and interests retained by the Member that immediately before the Transfer were associated with the Transferred Economic Interest; except in cases where Company and the Member or transferee has entered into an agreement to the contrary. Such purchase and sale shall not, however, result in the release of the Member from any liability to the Company as a Member. This Section 7.7(b) shall not be applicable if the Company has a Public Offering or has filed a registration statement.

(c) Each Member acknowledges and agrees that the right of the Company to purchase such remaining rights and interests from a Member who Transfers a Membership Interest in violation of this Article VII is not unreasonable under the circumstances existing as of the date hereof.

7.8 Right of First Negotiation. If any Class B Member desires to Transfer all or any part of its Class B Membership Units (other than pursuant to Section 7.4), such holder shall notify the Class A Member in writing of such desire. For a period of thirty (30) days thereafter, unless otherwise waived by the Class A Member, the Class A Member shall negotiate in good faith with respect to the purchase of such holders of Class B Membership Units. If a Class A Member desires to Transfer all of its Class A Membership Units, in a single or series of transactions occurring within a twelve (12) month period, such holder shall notify the Class B Members in writing of such desire. For a period of thirty (30) days thereafter, unless otherwise waived by a majority of the percentage interest of the Class B Members as a class, the Class B Members shall negotiate in good faith with respect to the purchase of such holders of Class A Membership Units by either the Class B Members or a designee of the Class B Members.

7.9 Right of First Refusal. If a Unitholder receives an offer to Transfer its Units from a buyer (other than pursuant to Section 7.4), then (i) if such Unitholder is a Class B Member (the “Class B ROFR Party”), such Unitholder shall first offer such Units to the Class A Member in accordance with the following provisions and (ii) if such Unitholder is the Class A Member (the “Class A ROFR Party” and, together with the Class B ROFR Parties, the “ROFR Parties”), the Class A Member shall first offer such Units to the Class B Members in accordance with the following provisions:

(a) Such transferring Unitholder shall deliver a written notice (the “Option Notice”) to the applicable ROFR Party stating (i) such Unitholder’s bona fide intention to Transfer such Unit, (ii) the Unit to be Transferred, (iii) the purchase price and terms of payment for which the Unitholder proposes to Transfer such Unit, and (iv) the name and address of the proposed transferee.

(b) Within thirty (30) days after receipt of the Option Notice, the applicable ROFR party has the right, but not the obligation, to elect to purchase all or any part of the Unit upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, the applicable ROFR Party may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered as mutually agreed. If the applicable ROFR Party exercises such right within such thirty (30) day period, the applicable ROFR Party shall give written notice of that fact to the transferring and non-transferring Unitholders.

(c) If the applicable ROFR Party elects to purchase or obtain any or all of the Unit designated in the Option Notice, then the closing of such purchase shall occur within ninety (90) days after receipt of such notice and the transferring Unitholder, the applicable ROFR Party shall execute such documents and instruments and make such deliveries as may be reasonably required to consummate such purchase.

(d) If the applicable ROFR Party elects not to purchase or obtain, or defaults in its obligation to purchase or obtain, all of the Units designated in the Option Notice, then the transferring Unitholder may Transfer the portion of the Unit described in the Option Notice not so purchased to the proposed transferee, provided that such Transfer (i) is completed within thirty (30) days after the expiration of the applicable ROFR Party’s right to purchase such Unit, (ii) is made on terms no less favorable to the transferring Unitholder than as designated in the Option Notice, and (iii) complies with Sections 7.1, 7.2 and 7.3 relating to the consent of the Unitholders and the securities and tax requirements; it being acknowledged by the Unitholders that compliance with Sections 7.8 and 7.9 does not modify any of the Transfer restrictions set forth in Article VII hereof or otherwise entitle a Unitholder to Transfer its Unit other than in the manner prescribed by Article VII. If such Unit is not so Transferred, the transferring Unitholder must give notice in accordance with this Section 7.9 prior to any other or subsequent proposed Transfer of such Unit.

ARTICLE VIII.

DRAG ALONG RIGHTS; CHANGE IN BUSINESS

8.1  Drag Along Right.

(a) The Company shall not commence a Sale of the Company without the prior written consent of the Class A Member. In the event that the Class A Member wishes to commence a Sale of the Company, the Company shall give written notice to all of the Unitholders that it is invoking the provisions of this Section 8.1. Each of the Unitholders hereby waives, to the extent permitted by applicable law, all applicable appraisal rights and rights to object to or dissent from such Sale of the Company, and agrees that it will raise no objections against such Sale of the Company, provided, that the distribution resulting from the sale to the Unitholders are distributed equally to all Unitholders on a per Unit basis.

(b) The Company and each of the Unitholders hereby agree to cooperate fully in any Sale of the Company and not to take any action prejudicial to or inconsistent with such Sale of the Company, including without limitation providing access to and answering questions of the buyer and its representatives in connection with such Sale of the Company, and without limitation of Section 8.1(e) executing any and all agreements and instruments reasonably requested by Company that are necessary or advisable to effectuate such Sale of the Company. Each Unitholder will, upon request, deliver an executed instrument of Transfer with respect to his, her or its Units in escrow (pending receipt of the purchase price therefor) to counsel designated by Company. The Company shall cause its officers, employees, agents, contractors and others under its control to cooperate in any proposed Sale of the Company pursuant to this Section 8.1 and not to take any action that might impede any such Sale of the Company. Pending the completion of any proposed Sale of the Company, the Company shall use reasonable efforts to operate only in the ordinary course of business and to maintain all existing business relationships in good standing.

(c) Upon written consent of the Class A Member, the Board of Managers shall have full and plenary power and authority, as the agent of the Company, to cause the Company to enter into a transaction providing for a Sale of the Company and to take any and all such further action in connection therewith as the Board of Managers may deem necessary or appropriate (and not inconsistent with the provisions of this Section 8.1) in order to consummate such Sale of the Company. The Board of Managers, in exercising its rights under this Section 8.1, shall have complete discretion over the terms and conditions of any Sale of the Company effected hereby, including, without limitation, price, type of consideration, payment terms, conditions to closing, representations, warranties, affirmative covenants, negative covenants, indemnification, holdbacks and escrows; provided, that (i) the type of consideration and payment terms applicable with respect to all Class B Membership Units within each respective class or series of Class B Membership Units are identical in all material respects; (ii) each Unitholder receives in such Interest. No Unitholder (without its consent) shall be required to Transfer more than its pro rata share of the total outstanding Units proposed to be Transferred. Without limitation of the foregoing, the Board of Managers may authorize and cause the Company to execute (or execute on behalf of the Company) such agreements, documents, applications, authorizations, registration statements and instruments (collectively “Sale Documents”) as it shall deem necessary or appropriate in connection with any Sale of the Company, and each third person who is party to any such Sale Documents may rely on the authority vested in the Board of Managers under this Section 8.1 for all purposes.

(d) The Company shall pay for all transaction costs and expenses incurred in connection with any Sale of the Company to the extent not paid by the acquiring party or the Unitholders. Each Unitholder shall pay for all transaction costs and expenses incurred by such Unitholder on an individual basis, and its pro rata share (based upon its share of the aggregate proceeds after deducting all transaction costs and expenses incurred for the benefit of all of the Unitholders as a group in connection with any Sale of the Company, including for this purpose the value of any Unitholder’s “rolled”, or retained equity) of those transaction costs and expenses incurred for the benefit of all of the Unitholders as a group in connection with any Sale of the Company, in each case, to the extent not otherwise paid by the Company or the acquiring party. In addition, each Unitholder shall bear its pro rata share (based upon its share of the aggregate proceeds, including for this purpose the value of any Unitholder’s “rolled”, or retained equity) of any indemnities required of all of the Unitholders in connection with a Sale of the Company (other than indemnities arising out of representations concerning such Unitholder’s own Units or its ownership thereof, the authority of such Unitholder to effect the transaction, the enforceability of such Unitholder’s obligations thereunder, and other representations and covenants particular to such Unitholder, for which such Unitholder shall be solely responsible) (“Unitholder Matters”); provided, that (i) a Unitholder’s liability shall be several and not joint, (ii) except in instances of such Unitholder’s fraud, the maximum potential liability for such indemnities shall be limited to the amount of the aggregate proceeds received or receivable by such Unitholder in the Sale of the Company and (iii) with respect to indemnities that do not relate to Unitholder Matters, the maximum potential liability for such indemnities shall be limited to such Unitholder’s pro rata share (as determined in the immediately preceding sentence) of the indemnity obligations.

(e) EACH HOLDER OF CLASS B UNITS HEREBY EXPRESSLY AND IRREVOCABLE APPOINTS THE BOARD OF MANAGERS AND ITS SUCCESSORS AND ASSIGNS AS SUCH UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT TO VOTE SUCH UNITLHOLDER’S CLASS B MEMBERSHIP UNITS AND TAKE ANY AND ALL SUCH OTHER ACTION WITH RESPECT TO SUCH UNITOHOLDER’S CLASS B MEMBERSHIP UNITS AND OTHER SECURITIES OF THE COMPANY AS BOARD OF MANAGERS MAY DIRECT IN CONNECTION WITH A SALE OF THE COMPANY EFFECTED BY BOARD OF MANAGERS IN ACCORDANCE WITH THIS SECTION SOLELY IN THE EVENT THAT SUCH UNITHOLDER FAILS TO VOTE SUCH UNITHOLDER’S CLASS B MEMBERSHIP UNITS OR TAKE ANY AND ALL SUCH OTHER ACTION IN CONNECTION WITH A SALE OF THE COMPANY IN ACCORDANCE WITH THIS SECTION. SUCH APPOINTMENT OF THE BOARD OF MANAGERS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE VALID THROUGH THE DATE THERE SHALL BE CONSUMMATED A SALE OF THE COMPANY.

8.2 Tag Along Rights. In case of an equity Sale of the Company, any Member may participate and sell their Membership Interest in such sale to the Buyer and receive the same consideration as the Class A Member on a per Unit basis. The Class A Member shall notify the buyer in such Sale of the Company and may not execute an agreement for the Sale of the Company without such agreement allowing for the provisions of this Section 8.2.

8.3 Change in Business Form.