INTEL CORP — Director's Dealing 2018

Jul 25, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Borqs Technologies, Inc. (BRQS)
CIK: 0001650575
Period of Report: 2018-07-03

Reporting Person: INTEL CORP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-03	ORDINARY SHARES	J	217524	$10.40	Acquired	4410280	Indirect

Footnotes

F1: On August 18, 2017, Borqs Technologies, Inc. (f/k/a Pacific Special Acquisition Corp.) (the "Issuer") issued 3,799,172 ordinary shares, no par value ("Ordinary Shares"), to Intel Capital Corporation ("Intel Capital"), a Delaware corporation and a wholly owned subsidiary of Intel, pursuant to terms of that certain Merger Agreement, dated December 27, 2016 and amended on May 10, 2017 and June 29, 2017 (as amended, the "Merger Agreement"), providing for the merger of the Issuer's wholly-owned subsidiary, PAAC Merger Subsidiary Limited with and into Borqs International Holding Corp ("Borqs International"), with Borqs International as the surviving entity and wholly-owned subsidiary of the Issuer. Pursuant to the Merger Agreement and an escrow agreement entered into in connection with the closing of the merger, the Issuer issued certain Ordinary Shares to an escrow agent to be held in an indemnity escrow account, and Intel Capital,

F2: (Continued from Footnote 1) under certain circumstances, may be entitled to receive up to a maximum of 166,997 additional Ordinary Shares upon release of the escrowed shares (the "Indemnification Provisions"). Such indemnity shares are included in the number of beneficially owned shares. The Merger Agreement and escrow agreement also provided Intel Capital the right to receive up to 416,803 additional Ordinary Shares if the Issuer's adjusted net income (as defined in the Merger Agreement) for the period between July 1, 2017 and June 30, 2017 was greater than $18,000,000 (the "Earnout Provisions"). On July 3, 2018, the Issuer determined that 217,524 Ordinary Shares were issuable to Intel Capital pursuant to the Earnout Provisions. Intel's right to receive Ordinary Shares pursuant to the Indemnification Provisions and the Earnout Provisions in accordance with the Merger Agreement became fixed and irrevocable on August 18, 2017, the effective date of the merger.

F3: The Merger Agreement provides for Ordinary Shares to be valued at $10.40 per Ordinary Share issuable pursuant to its terms, and no additional consideration was paid by Intel Capital for the Ordinary Shares issued pursuant to the Earnout Provisions.

F4: This report is being filed within two business days of Intel Corporation being made aware on July 24, 2018 of the determination made by the Issuer with respect to the amount of Ordinary Shares issuable in accordance with the Earnout Provisions.

F5: The securities reported in Table I of this report are owned indirectly by Intel Corporation through Intel Capital.