PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 8th, 2017 • Tonghao (Cayman) LTD • Communications equipment, nec • New York
This Purchase and Sale Agreement (this “Agreement”), dated as of October 30, 2017, is by and among MIN WOO NAM (the “Seller”) and Tonghao Information Technology (Shanghai) Co., Ltd. (通灏信息科技（上海）有限公司) (the “Purchaser”). The Seller, on the one hand, and the Purchaser, on the other hand, shall be referred to individually herein as a “Party” and collectively as the “Parties.”
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 8th, 2017 • Tonghao (Cayman) LTD • Communications equipment, nec • New York
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of November 14th, 2017, between Tonghao Information Technology (Shanghai) Co., Ltd. (通灏信息科技（上海）有限公司) (“Assignor”) and Tonghao (Cayman) Limited (“Assignee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • December 8th, 2017 • Tonghao (Cayman) LTD • Communications equipment, nec
The undersigned hereby agree that the statement on Schedule 13D, dated December 8, 2017 (the “Schedule 13D”), with respect to the ordinary shares, par value $0.00375 per share, of UTStarcom Holdings Corp. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Supplementary Agreement to Shareholders’ AgreementSupplementary Agreement to Shareholders’ Agreement • December 8th, 2017 • Tonghao (Cayman) LTD • Communications equipment, nec
NOW, THEREFORE, based on the SHA that has been executed, the most recent development of the proposed transaction and the close communications among the Parties, and after having reached agreement through consultations among them, the Parties hereby enter into this Supplementary Agreement (this “Agreement”) as follows in respect of the arrangements for the payment of capital contribution to Tonghao Shanghai by the shareholders and the disposal of the shares in the Target Company in line with the most recent development of the proposed transaction by adhering to the principle of equality and mutual benefit and on the basis of equality, voluntariness, fairness and good faith:
Shareholders’ AgreementShareholder Agreement • December 8th, 2017 • Tonghao (Cayman) LTD • Communications equipment, nec
NOW, THEREFORE, after having reached agreement through consultations among them, the Parties hereby enter into this Shareholders’ Agreement (this “Agreement”) as follows by adhering to the principle of equality and mutual benefit and on the basis of equality, voluntariness, fairness and good faith:
