SC 13D

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.   )*

UTStarcom Holdings Corp.

(Name of Issuer)

Ordinary Shares, par value $0.00375 per share

(Title of Class of Securities)

918076100

(CUSIP Number)

Jie Deng

Director

Tonghao (Cayman) Limited

c/o Ruicun Capital Co., Ltd.

Room 613, Floor 6, Building 1, No.185, Aona Road,

Pilot Free Trade Zone, Shanghai, People’s Republic of China

86 21 20748188

(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)

November 28, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 918076100 Page 2 of 20 Pages

1	NAME OF REPORTING PERSON Tonghao (Cayman) Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,500,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,500,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,500,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%(1)
14	TYPE OF REPORTING PERSON (See Instructions) CO

(1) Percentage calculated based on the 35,449,485 ordinary shares, par value $0.00375 per share(“Ordinary Shares”) outstanding reported by UTStarcom Holdings Corp. (the “Issuer”) in Item 6 of its Annual Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2017.

SCHEDULE 13D

CUSIP No. 918076100 Page 3 of 20 Pages

1	NAME OF REPORTING PERSON Tonghao Information Technology (Shanghai) Co., Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,500,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,500,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,500,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%(1)
14	TYPE OF REPORTING PERSON (See Instructions) HC

(1) Percentage calculated based on the 35,449,485 outstanding Ordinary Shares reported by the Issuer in Item 6 of its Annual Report on Form 20-F filed with the SEC on November 14, 2017.

SCHEDULE 13D

CUSIP No. 918076100 Page 4 of 20 Pages

1	NAME OF REPORTING PERSON TongDing Group Co., Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,500,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,500,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,500,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%(1)
14	TYPE OF REPORTING PERSON (See Instructions) CO

(1) Percentage calculated based on the 35,449,485 outstanding Ordinary Shares reported by the Issuer in Item 6 of its Annual Report on Form 20-F filed with the SEC on November 14, 2017.

SCHEDULE 13D

CUSIP No. 918076100 Page 5 of 20 Pages

1	NAME OF REPORTING PERSON Hangzhou Xingqiong Investment LLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,500,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,500,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,500,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%(1)
14	TYPE OF REPORTING PERSON (See Instructions) IA

(1) Percentage calculated based on the 35,449,485 outstanding Ordinary Shares reported by the Issuer in Item 6 of its Annual Report on Form 20-F filed with the SEC on November 14, 2017.

SCHEDULE 13D

CUSIP No. 918076100 Page 6 of 20 Pages

1	NAME OF REPORTING PERSON Shanghai Yujing Investment Center (Limited Partnership)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,500,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,500,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,500,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%(1)
14	TYPE OF REPORTING PERSON (See Instructions) IC

(1) Percentage calculated based on the 35,449,485 outstanding Ordinary Shares reported by the Issuer in Item 6 of its Annual Report on Form 20-F filed with the SEC on November 14, 2017.

SCHEDULE 13D

CUSIP No. 918076100 Page 7 of 20 Pages

1	NAME OF REPORTING PERSON Ruicun Capital Co., Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,500,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,500,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,500,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%(1)
14	TYPE OF REPORTING PERSON (See Instructions) IA

(1) Percentage calculated based on the 35,449,485 outstanding Ordinary Shares reported by the Issuer in Item 6 of its Annual Report on Form 20-F filed with the SEC on November 14, 2017.

SCHEDULE 13D

CUSIP No. 918076100 Page 8 of 20 Pages

1	NAME OF REPORTING PERSON Qiao Zhongxing.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,500,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,500,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,500,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%(1)
14	TYPE OF REPORTING PERSON (See Instructions) IN

(1) Percentage calculated based on the 35,449,485 outstanding Ordinary Shares reported by the Issuer in Item 6 of its Annual Report on Form 20-F filed with the SEC on November 14, 2017.

ITEM 1. Security and Issuer

This statement on Schedule 13D (this “Schedule 13D”) relates to the ordinary shares, par value $0.00375 per share (the “Ordinary Shares”), of UTStarcom Holdings Corp., an exempted company incorporated in the Cayman Islands (the “Issuer”), whose principal executive offices are located at Level 6, 28 Hennessy Road, Admiralty, Hong Kong.

ITEM 2. Identity and Background

(a-c)(f) This Schedule 13D is being filed by the following persons:

1. Tonghao (Cayman) Limited (“Tonghao Cayman”), an exempted company with limited liability organized under the laws of the Cayman Islands, with its registered office at Sertus Incorporations (Cayman) Limited, Sertus Chambers, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands;

2. Tonghao Information Technology (Shanghai) Co., Ltd. (“Tonghao Shanghai”), a company incorporated under the laws of the People’s Republic of China with its principal office at Floor 1, Building 1, No. 251, Yaohua Road, Pilot Free Trade Zone, Shanghai, People’s Republic of China;

3. TongDing Group Co., Ltd. (“TongDing”), a company incorporated under the laws of the People’s Republic of China, with its principal office at No.8 Xiaoping Road, Badu Economic Development Zone, Wujiang District, Suzhou City, Jiangsu Province, People’s Republic of China;

4. Hangzhou Xingqiong Investment LLP(“Xingqiong”), a limited partnership organized under the laws of the People’s Republic of China, with its principal office at No.5, Room 147, No. 39, Ganshui Lane, Shangcheng District, Hangzhou, Zhejiang Province, People’s Republic of China;

5. Shanghai Yujing Investment Center (Limited Partnership) (“Yujing”), a limited partnership organized under the laws of the People’s Republic of China, with its principal office at Room 24058, Area 1, Building 2, No.888, West Lake Second Road, New Town, Nanhui, Pudong District, Shanghai, People’s Republic of China;

6. Ruicun Capital Co., Ltd. (“Ruicun”), a company incorporated under the laws of the People’s Republic of China, with its principal office at Room 613, Floor 6, Building 1, No.185, Aona Road, Pilot Free Trade Zone, Shanghai, People’s Republic of China; and

7. Qiao Zhongxing (together with Tonghao Cayman, Tonghao Shanghai, TongDing, Xingqiong, Yujing and Ruicun, the “Tonghao Group”), a citizen of the People’s Republic of China, with his principal business address at Room 1605 North Unit Gongyuan Building Qiushi Road Xihu District Hangzhou City Zhejiang Province, People’s Republic of China.

Tonghao Cayman is a special purpose vehicle that was organized to hold the Ordinary Shares acquired in the transactions described in this Schedule 13D, and is wholly owned by Tonghao Shanghai.  Tonghao Shanghai is a special purpose vehicle created as a holding company for Tonghao Cayman.  Tonghao Shanghai is owned 47.8% by TongDing, 26.1% by Yujing and 26.1% by Xingqiong.  TongDing is principally involved in the business of selling communications equipment and technology. Yujing and Xingqiong are principally in the business of making and consulting on investments in various industries, including the telecommunications industry.  Ruicun is an investment advisor and manager, and is managing Yujing’s investment in the Ordinary Shares acquired in the transactions described in this Schedule 13D.  Qiao Zhongxing is the controlling shareholder of Xingqiong.

The name, business address, present principal occupation or employment and the citizenship of each director and executive officer of each member of the Tonghao Group, other than Mr. Qiao, is set forth in Schedules I through VI hereto and are incorporated herein by reference.

(d-e)              During the last five years, no member of the Tonghao Group and, to the best of each such Tonghao Group member’s knowledge, none of the directors or executive officers of such Tonghao Group member listed in Schedules I through VI hereto, have been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. Source and Amount of Funds or Other Consideration

Pursuant to a purchase and sale agreement dated October 30, 2017 (the “Dasan Purchase Agreement”), Tonghao Shanghai agreed to acquire 1,523,241 Ordinary Shares at $3.25 per share for an aggregate purchase price of $4,950,533.25 from Dasan Networks, Inc. (“Dasan”).  Pursuant to an assignment and assumption agreement dated November 14, 2017, Tonghao Shanghai transferred all of its rights and obligations under the Dasan Purchase Agreement to Tonghao Cayman.  Although Tonghao Cayman notified Dasan that all conditions to closing had been satisfied, Dasan has failed to perform its obligations and has not to date transferred the purchased Ordinary Shares to Tonghao Cayman.  Tonghao Cayman intends to enforce its rights under the Dasan Purchase Agreement.

Pursuant to a purchase and sale agreement dated October 30, 2017 (the “NAM Purchase Agreement”), Tonghao Shanghai agreed to acquire 36,000 Ordinary Shares at $3.25 per share for an aggregate purchase price of $117,000 from Min Woo Nam (“NAM”), a natural person who is the Chairman of Dasan.  Pursuant to an assignment and assumption agreement dated November 14, 2017, Tonghao Shanghai transferred all of its rights and obligations under the NAM Purchase Agreement to Tonghao Cayman.  Although Tonghao Cayman notified NAM that all conditions to closing had been satisfied, NAM has failed to perform its obligations and has not to date transferred the purchased Ordinary Shares to Tonghao Cayman.  Tonghao Cayman intends to enforce its rights under the NAM Purchase Agreement.

Pursuant to a purchase and sale agreement dated November 1, 2017 (the “Invex Purchase Agreement,” and together with the Dasan Purchase Agreement and the NAM Purchase Agreement, the “Purchase Agreements”), Tonghao Shanghai agreed to acquire 3,500,000 Ordinary Shares (the “Purchased Shares”) from Invex Casa de Bolsa S.A. de C.V., Invex Grupo Financiero (“Invex”), a corporation incorporated under the laws of Mexico, at a price of $3.30 per share, for an aggregate purchase price of $11,550,000.  Pursuant to an assignment and assumption agreement dated November 14, 2017, Tonghao Shanghai transferred all of its rights and obligations under the Invex Purchase Agreement to Tonghao Cayman.  On November 28, 2017, Invex and Tonghao Cayman mutually agreed on the mechanics of closing and the transactions contemplated by the Invex Purchase Agreement were consummated.

As a result of the assignment of the Invex Purchase Agreement from Tonghao Shanghai to Tonghao Cayman and the closing of the transactions contemplated by such agreement, Tonghao Cayman may be deemed to have acquired beneficial ownership of 3,500,000 Ordinary Shares, or 9.9% of the total outstanding shares of the Issuer as of November 14, 2017.  Tonghao Cayman obtained the funds to purchase the Ordinary Shares from contributions from the other members of the Tonghao Group.

ITEM 4. Purpose of Transaction

The Tonghao Group purchased the Ordinary Shares beneficially owned by them with a view towards acquiring additional Ordinary Shares and becoming the largest shareholder of the Issuer.  In the event that the transactions contemplated by the Dasan Purchase Agreement and the NAM Purchase Agreement are consummated following resolution of the disputes with respect thereto, the percentage of Ordinary Shares beneficially owned by the Tonghao Group will increase to approximately 14.4%.  The Tonghao Group will review its investment in the Issuer on a continuing basis and, depending on general market and economic conditions, the performance and prospects of the Issuer, other investment opportunities available to the members of the Tonghao Group, the market price of the Ordinary Shares and other investment considerations, factors and future developments, the Tonghao Group may at any time and from time to time (subject to applicable law) hold, vote, acquire or dispose of or otherwise deal with securities (through open market purchases, private agreements with the Issuer or other parties, or otherwise, as applicable), or suggest or take a position with respect to the management, operations or capital structure, of the Issuer.

The Tonghao Group, as a significant and active shareholder holding approximately 9.9% of the Issuer’s outstanding Ordinary Shares and with the intention of becoming the largest shareholder of the Issuer, has engaged, and intends to continue to engage, in communications with the Issuer’s directors, management and other stockholders regarding potential areas for future cooperation with the goal of improving the Issuer’s business and financial performance.  Such discussions could include, but would not be limited to, the business, operations, investment strategy and portfolio, including with respect to industrial integration, financial condition, corporate governance, management, and future plans (including proposed corporate transactions of a significant nature) of the Issuer, including any plans or proposals regarding the same, as well as any other matters which the Tonghao Group believes could be relevant to preserving and increasing the value of its investment in the Issuer’s Ordinary Shares and efforts to increase shareholder value generally.

The Tonghao Group has not developed specific topics for such discussions or prepared or developed any specific plans or proposals relating to the Issuer, but they believe that possible matters for consideration could include, among other possibilities, the acquisition of all of the outstanding Ordinary Shares that are not already owned by the Tonghao Group, acquisitions or business combinations by the Issuer, and expansion of the Issuer’s sales and marketing efforts to existing and potential customers, and expansion of the Issuer’s product lines, in attractive markets where the Issuer does not currently have extensive operations or sales. However, the Tonghao Group cannot predict whether any of the foregoing activities will ultimately result in plans or proposals that would be presented to the Issuer or its board or shareholders, and they have not entered into any contracts or made any commitments with respect to any of the foregoing matters.  Except as described herein, the Tonghao Group does not have any plans or proposals which relate to, or could result in, any of the actions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D.

The Tonghao Group may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans, strategies or proposals and take such actions with respect to its investment in the Issuer, including any or all of the actions described in the foregoing paragraphs.

ITEM 5. Interest in Securities of the Issuer

(a)-(b) Based on the most recent information available, the aggregate number and percentage of the Ordinary Shares (the securities identified pursuant to Item 1 of this Schedule 13D) that are beneficially owned by each of the Tonghao Group members is set forth in boxes (11) and (13) of the cover pages to this Schedule 13D for each of the Tonghao Group members, and such information is incorporated herein by reference. The percentages reported herein are calculated based on the 35,449,485 Ordinary Sharesreported outstanding by the Issuer in Item 6 of its Annual Report on Form 20-F filed with the SEC on November 14, 2017.

Tonghao Cayman is the direct beneficial owner of 3,500,000 Ordinary Shares.

Tonghao Shanghai, through its ownership of Tonghao Cayman, may be deemed to share voting and dispositive power over the Ordinary Shares beneficially owned by Tonghao Cayman.

Each of TongDing, Yujing and Xingqiong, through their ownership of Tonghao Shanghai, may be deemed to share voting and dispositive power over the Ordinary Shares beneficially owned by Tonghao Cayman.

Ruicun, through its management of Yujing’s investment in Tonghao Shanghai, may be deemed to share voting and dispositive power over the Ordinary Shares beneficially owned by Tonghao Cayman.  Qiao Zhongxing, through his controlling interest in Xingqiong, may be deemed to share voting and dispositive power over the Ordinary Shares beneficially owned by Tonghao Cayman.

The numbers of Ordinary Shares as to which each of the Tonghao Group members has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes (7), (8), (9) and (10), respectively, on the cover page to this Schedule 13D for each of the Tonghao Group members, and such information is incorporated herein by reference.

(c) Except as described in Item 3 and Item 4, none of the Tonghao Group members have engaged in any transactions in the Ordinary Shares during the sixty days prior to the obligation to file this Schedule 13D. To the knowledge of the Tonghao Group, there have been no transactions by any director or executive officer of any of the Tonghao Group members listed in Schedules I through VI hereto in the Ordinary Shares during the past sixty days.

(d) To the best knowledge of the Tonghao Group, no person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of Ordinary Shares held by the Tonghao Group other than each of the Tonghao Group members.

(e) Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

The information set out in Item 3 and Item 4 of this Schedule 13D is hereby incorporated herein by reference.

On October 24, 2017, TongDing, Yujing and Xingqiong entered into a Shareholders’ Agreement (the “Shareholders’ Agreement”), pursuant to which they have agreed to form and share control over Tonghao Shanghai and Tonghao Cayman, for the purpose of acquiring and holding the Ordinary Shares that are the subject of this Schedule 13D.  Among other things, the Shareholders’ Agreement provides that, with certain exceptions, any decisions relating to the investment in the Ordinary Shares require unanimous consent of all three parties to the agreement.

On November 1, 2017, TongDing, Yujing and Xingqiong entered into a Supplementary Agreement to the Shareholders’ Agreement (the “Supplementary Agreement”), pursuant to which they agreed on the investment objective of becoming the largest shareholder of the Issuer.  The parties to the Supplementary Agreement further agreed that, notwithstanding the provisions of the Shareholders’ Agreement, in the event such investment objective is not achieved by November 1, 2018, or in the event the value of the Ordinary Shares has increased by at least 20% in the period between the execution of the Supplementary Agreement and such date, any party will have the right to cause Tonghao Cayman to dispose of a number of Ordinary Shares held by Tonghao Cayman equal to such party’s proportional interest in Tonghao Shanghai and receive a payment from Tonghao Shanghai equal to the proceeds of such disposition, in exchange for a reduction in such party’s equity interest in Tonghao Shanghai.

The Tonghao Group members entered into a Joint Filing Agreement on December 8, 2017 (the “Joint Filing Agreement”), pursuant to which they have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.1.  Information with respect to each of the Tonghao Group members is given solely by such Tonghao Group member, and no Tonghao Group member assumes responsibility for the accuracy or completeness of the information concerning the other Tonghao Group members except as otherwise provided in Rule 13d-1(k).

Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the members of the Tonghao Group or, to the best of their knowledge, any of the persons named in Schedules I-VI hereto and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

The foregoing descriptions of certain material terms of each agreement above are not complete and are qualified in their entirety by reference to the agreements listed in Item 7 and are incorporated by reference in this Item 6.

ITEM 7 Material to be Filed as Exhibits

Exhibit No.	Description
99.1	Joint Filing Agreement, dated as of December 8, 2017, by and among the Tonghao Group members, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended*
99.2	Purchase and Sale Agreement, dated as of October 30, 2017, between Tonghao Information Technology (Shanghai) Co., Ltd. and Dasan Networks, Inc.*
99.3	Purchase and Sale Agreement, dated as of October 30, 2017, between Tonghao Information Technology (Shanghai) Co., Ltd. and Min Woo Nam*
99.4	Purchase and Sale Agreement, dated as of November 1, 2017, between Tonghao Information Technology (Shanghai) Co., Ltd. and Invex Casa de Bolsa S.A. de C.V., Invex Grupo Financiero*
99.5	Shareholders’ Agreement, dated as of October 24, 2017, by and among TongDing Group Co., Ltd., Hangzhou Xingqiong Investment LLP and Shanghai Yujing Investment Center (Limited Partnership)*
99.6	Supplementary Agreement to Shareholders’ Agreement, dated as of November 1, 2017, by and among TongDing Group Co., Ltd., Hangzhou Xingqiong Investment LLP and Shanghai Yujing Investment Center (Limited Partnership)*
99.7	Dasan Assignment and Assumption Agreement, dated as of November 14, 2017, between Tonghao Information Technology (Shanghai) Co., Ltd. and Tonghao (Cayman) Limited*
99.8	NAM Assignment and Assumption Agreement, dated as of November 14, 2017, between Tonghao Information Technology (Shanghai) Co., Ltd. and Tonghao (Cayman) Limited*
99.9	Invex Assignment and Assumption Agreement, dated as of November 14, 2017, between Tonghao Information Technology (Shanghai) Co., Ltd. and Tonghao (Cayman) Limited*

*Filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  December 8, 2017

TONGHAO (CAYMAN) LIMITED
By:	/s/ Jie Deng
Name:	Jie Deng
Title:	Director
TONGHAO INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
By:	/s/ Jie Deng
Name:	Jie Deng
Title:	Director
TONGDING GROUP CO., LTD.
By:	/s/ Shen Xiaoping
Name:	Shen Xiaoping
Title:	Legal Representative
HANGZHOU XINGQIONG INVESTMENT LLP
By:	/s/ Chen Xiaoliang
Name:	Chen Xiaoliang
Title:	Authorized Representative
SHANGHAI YUJING INVESTMENT CENTER (LIMITED PARTNERSHIP)
By:	/s/ Wang Hongyu
Name:	Wang Hongyu
Title:	Representative
RUICUN CAPITAL CO., LTD.
By:	/s/ Jie Deng
Name:	Jie Deng
Title:	Chairman

QIAO ZHONGXING
By:	/s/ Qiao Zhongxing
Name:	Qiao Zhongxing

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF

Tonghao (Cayman) Limited

The following table sets forth certain information with respect to the directors and executive officers of Tonghao (Cayman) Limited.  The business address of each director and executive officer of Tonghao (Cayman) Limited is the Office of Sertus Incorporations (Cayman) Limited, Sertus Chambers, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands.

Name	Present Principal Occupation orEmployment	Citizenship
Ma Min	Director	People’s Republic of China
Jie Deng	Director	United States of America
Shen Xiaoping	Director	People’s Republic of China
Liu Dongyang	Director	People’s Republic of China

SCHEDULE II

DIRECTORS AND EXECUTIVE OFFICERS OF

Tonghao Information Technology (Shanghai) Co., Ltd.

The following table sets forth certain information with respect to the directors and executive officers of Tonghao Information Technology (Shanghai) Co., Ltd.  The business address of each director and executive officer of Tonghao Information Technology (Shanghai) Co., Ltd. is Floor 1, Building 1, No. 251, Yaohua Road, Pilot Free Trade Zone, Shanghai, People’s Republic of China.

Name	Present Principal Occupation orEmployment	Citizenship
Ma Min	Director	People’s Republic of China
Jie Deng	Director, Officer	United States of America
Shen Xiaoping	Director	People’s Republic of China
Liu Dongyang	Director	People’s Republic of China

SCHEDULE III

DIRECTORS AND EXECUTIVE OFFICERS OF

TongDing Group Co., Ltd.

The following table sets forth certain information with respect to the directors and executive officers of TongDing Group Co., Ltd.  The business address of each director and executive officer of TongDing Group Co., Ltd. is No.8 Xiaoping Road, Badu Economic Development Zone, Wujiang District, Suzhou City, Jiangsu Province, People’s Republic of China.

Name	Present Principal Occupation orEmployment	Citizenship
Shen Xiaoping	Director	People’s Republic of China
Qian Huifang	Officer	People’s Republic of China

SCHEDULE IV

DIRECTORS AND EXECUTIVE OFFICERS OF

Hangzhou Xingqiong Investment LLP

The following table sets forth certain information with respect to the directors and executive officers of Hangzhou Xingqiong Investment LLP.  The business address of each director and executive officer of Hangzhou Xingqiong Investment LLP is No.5, Room 147, No. 39, Ganshui Lane, Shangcheng District, Hangzhou, Zhejiang Province, People’s Republic of China.

Name	Present Principal Occupation orEmployment	Citizenship
Chen Xiaoliang	Director, Officer	People’s Republic of China

SCHEDULE V

DIRECTORS AND EXECUTIVE OFFICERS OF

Shanghai Yujing Investment Center (Limited Partnership)

The following table sets forth certain information with respect to the directors and executive officers of Shanghai Yujing Investment Center (Limited Partnership).  The business address of each director and executive officer of Shanghai Yujing Investment Center (Limited Partnership) is Room 613, Floor 6, Building 1, No.185, Aona Road, Pilot Free Trade Zone, Shanghai, People’s Republic of China.

Name	Present Principal Occupation orEmployment	Citizenship
Wang Hongyu	Representative	People’s Republic of China

SCHEDULE VI

DIRECTORS AND EXECUTIVE OFFICERS OF

Ruicun Capital Co., Ltd.

The following table sets forth certain information with respect to the directors and executive officers of Ruicun Capital Co., Ltd.  The business address of each director and executive officer of Ruicun Capital Co., Ltd. is Room 613, Floor 6, Building 1, No.185, Aona Road, Pilot Free Trade Zone, Shanghai, People’s Republic of China.

Name	Present Principal Occupation orEmployment	Citizenship
Tang Weiqing	Director	People’s Republic of China
Jie Deng	Director, Chairman	United States of America
Jianshi Wang	Director	People’s Republic of China
Wang Hongyu	Vice President	People’s Republic of China

EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

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.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 8^th day of December, 2017.

 

TONGHAO (CAYMAN) LIMITED
By:	/s/ Jie Deng
Name:	Jie Deng
Title:	Director
TONGHAO INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
By:	/s/ Jie Deng
Name:	Jie Deng
Title:	Director
TONGDING GROUP CO., LTD.
By:	/s/ Shen Xiaoping
Name:	Shen Xiaoping
Title:	Legal Representative
HANGZHOU XINGQIONG INVESTMENT LLP
By:	/s/ Chen Xiaoliang
Name:	Chen Xiaoliang
Title:	Authorized Representative
SHANGHAI YUJING INVESTMENT CENTER (LIMITED PARTNERSHIP)
By:	/s/ Wang Hongyu
Name:	Wang Hongyu
Title:	Representative
RUICUN CAPITAL CO., LTD.
By:	/s/ Jie Deng
Name:	Jie Deng
Title:	Chairman

QIAO ZHONGXING
By:	/s/ Qiao Zhongxing
Name:	Qiao Zhongxing

EX-99.2

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “Agreement”), dated as of October 30, 2017, is by and among DASAN NETWORKS, Inc. (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.”

WHEREAS, on the terms and conditions set forth in this Agreement, the Seller desires to sell, and the Purchaser desires to purchase, an aggregate number of 1,523,241 ordinary shares, par value US$0.00375 per share (the “Purchased Shares”), of UTStarcom Holdings Corp., an exempted company incorporated in the Cayman Islands (the “Company”, and together with its subsidiaries, the “Group”).

WHEREAS, the Parties desire to enter into this Agreement as the definitive agreement for the sale and purchase of the Purchased Shares to make certain representations, warranties, and agreements, and to prescribe certain conditions, with respect to the consummation of the transactions contemplated by this Agreement.

NOW THEREFORE, in consideration of the foregoing premises and the representations, warranties, and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, the Parties hereby agree as follows:

SECTION I

PURCHASE AND SALE OF SECURITIES

1.01 Sale of Securities. The Seller agrees to assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares, at the Closing (as defined below) and pursuant to and in accordance with the terms and conditions set forth in this Agreement.

1.02 Purchase Price. The aggregate purchase price payable to the Seller at the Closing for the Purchased Shares (the “Purchase Price”) shall be equal to US$4,950,533.25 (representing a purchase price of US$3.25 per Purchased Share).

1.03 Payment and Delivery Terms. On the Closing Date (as defined below), (i) the Purchaser shall deliver the Purchase Price via wire transfer of immediately available funds in U.S. dollars to one or more accounts to be designated by the Seller in a notice to the Purchaser (which notice shall be delivered not later than three (3) days prior to the Closing Date) and (ii) the Seller shall transfer and deliver to the Purchaser, free and clear of all liens, the Purchased Shares.

1.04 Closing. Subject to the terms and conditions of this Agreement, the purchase and sale of the Purchased Shares (the “Closing”) shall take place on the third (3^rd) business day following the satisfaction, or, to the extent permissible, waiver of the conditions to the obligations of the Parties set forth in Schedule A hereto (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction, or, to the extent permissible, waiver of such conditions), or such other date as agreed among the Parties (the “Closing Date”); provided, that in no event shall the Closing take place later than November 30, 2017 (the “Termination Date”).

1.05 Stop-Transfer Instructions. The Seller agrees and covenants that, to ensure compliance with the restrictions referred to herein, it shall use its reasonable best efforts to cause the Company to issue appropriate “stop transfer” certificates or instructions with respect to the Purchased Shares and make, or cause to be made, as applicable, appropriate notations to the same effect in its records and the records of its transfer agent.

1.06 Termination.This Agreement may be validly terminated only as follows (it being understood and hereby agreed that this Agreement may not be terminated for any other reason or on any other basis):

a) This Agreement may be terminated at any time prior to the Closing Date by mutual written agreement of the Parties.

b) If the Closing has not occurred by the Termination Date for any reason other than a failure by the Seller or the Purchaser to perform the covenants and agreements set forth herein to be performed by such Party or to satisfy the applicable conditions set forth herein to be satisfied by such Party, either Party may terminate this Agreement and neither Party shall have any liability or obligation to the other Party.

c) The termination of this Agreement for any cause shall not relieve any Party from any outstanding payment obligations or liabilities by such Party prior to the termination or in connection with the termination.

SECTION II

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER

2.01 General Representations and Warranties. In order to induce the Purchaser to purchase the Purchased Shares, the Seller represents and warrants to the Purchaser as follows:

a) Existence. The Seller is duly organized and validly existing under the laws of the jurisdiction of its formation, and has full power and authority to sell the Purchased Shares being sold by the Seller and to enter into and perform its obligations under this Agreement.

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b) Authorization. The execution and delivery of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Seller. No consent, approval, license from, or exemption of (other than exemptions from applicable federal and state securities laws), and no registration, qualification, designation, declaration or filing with (other than applicable filings pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), any court or governmental department, commission, board, bureau, agency or instrumentality, or any other party, which has not been obtained as of the date hereof, is or will be necessary for the valid execution and delivery by the Seller of this Agreement or the consummation by the Seller of the transactions contemplated by this Agreement.

c) No Conflict with Other Instruments. Neither the execution and delivery by the Seller of this Agreement, the consummation by the Seller of the transactions contemplated by this Agreement, nor the compliance by the Seller with the terms and conditions of this Agreement, will (i) violate any provision of the Seller’s organizational documents, as amended to date; (ii) to its knowledge, violate or conflict with or result in a breach of any law, regulation, order, writ, injunction or decree of any court, arbitrator or governmental instrumentality to which the Seller is bound; or (iii) assuming delivery of the consents required by clause (a) of the Conditions to the obligations of the Purchaser set forth in Schedule A hereto, violate or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or entitle any party to terminate any or all of the provisions of, or cause the acceleration of or entitle any party to accelerate the performance required by, or cause the acceleration of or entitle any party to accelerate the maturity of any debt or obligation pursuant to, any contract, agreement, arrangement, commitment or restriction of any kind to which the Seller is a party or by which the Seller is bound.

d) Validity and Binding Effect. This Agreement has been duly and validly executed and delivered by the Seller, and this Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability of this Agreement may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforceability of creditors’ rights generally.

e) Title to Securities. The Seller owns the Purchased Shares free and clear of all liens, other than (i) restrictions imposed under applicable securities laws or (ii) restrictions created by the Company or imposed by the Company’s constitutive documents then in effect, and on the Closing Date, the Purchaser shall acquire ownership of the Purchased Shares free and clear of any liens or restrictions, except as provided in this clause or as consented to by the Purchaser.

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f) Litigation. There is no (i) action, suit, claim, proceeding or investigation pending or, to the Seller’s knowledge, threatened against or affecting, the Seller, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding relating to the Seller, or (iii) governmental inquiry pending, or to the Seller’s knowledge threatened, against or affecting the Seller, any of which, as it relates to clauses (i), (ii) and (iii), if adversely determined, would invalidate or prevent the performance by the Seller of the transactions contemplated by this Agreement.

g) Filings. The Seller acknowledges that the Company has not timely filed with the United States Securities and Exchange Commission (the “SEC”) its annual report on Form 20-F for the fiscal year ended December 31, 2016 (the “20-F”).  The Seller agrees that such failure to timely file the 20-F, and any failure to timely make any subsequent filings required by the SEC, shall not form the basis of any claim against the Purchaser.

h) Material Non-Public Information.

i. The Seller acknowledges and understands that (i) the Purchaser and its affiliates may possess material nonpublic information regarding the Company not known to the Seller that may impact the value of the Purchased Shares, including, without limitation, (x) information received from principals and employees of the Company and (y) information otherwise received, from the Company or otherwise, on a confidential basis (collectively, the “Information”), and that the Purchaser is not disclosing the Information to the Seller. The Seller understands, based on its experience, the disadvantage to which the Seller may be subject due to the disparity of information between the Purchaser and the Seller. Notwithstanding such disparity, the Seller has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated by this Agreement.

ii. The Seller agrees that none of the Purchaser, its affiliates, principals, stockholders, partners, employees and agents shall have any liability to the Seller or any of its affiliates, principals, stockholders, partners, employees, agents, grantors or beneficiaries whatsoever due to or in connection with the Purchaser’s use or non-disclosure of the Information or otherwise as a result of the transactions contemplated by this Agreement, and the Seller hereby irrevocably waives any claim that it might have based on the failure of the Purchaser to disclose any of the Information.

i) No Transfer. The Seller covenants and agrees that prior to the termination of this Agreement it shall not, directly or indirectly, except in accordance with the terms of this Agreement, 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 (including, without limitation, any of the foregoing with respect to any holding company with recent ownership of the Purchased Shares), any Purchased Shares or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Purchased Shares.

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2.02 No Other Representations or Warranties. Except for the representations and warranties contained in Section 2.01, the Seller makes no express or implied representation or warranty to the Purchaser.

SECTION III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

3.01 General Representations and Warranties. In order to induce the Seller to sell the Purchased Shares, the Purchaser represents and warrants to the Seller as follows:

a) Existence. The Purchaser is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation, and has full power and authority to acquire the Purchased Shares and to enter into and perform its obligations under this Agreement.

b) Authorization. The execution and delivery of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated by this Agreement have been duly authorized and approved by all necessary corporate action on the part of the Purchaser. No consent, approval, license form, or exemption of (other than exemptions from applicable federal and state securities laws), and no registration, qualification, designation, declaration or filing with (other than applicable filings pursuant to Section 13 of the Exchange Act), any court or governmental department, commission, board, bureau, agency or instrumentality, or any other party, which has not been obtained or is not in the process of being obtained as of the date hereof, is or will be necessary for the valid execution and delivery by the Purchaser of this Agreement or the consummation by the Purchaser of the transactions contemplated by this Agreement.

c) No Conflict with Other Instruments. Neither the execution and delivery by the Purchaser of this Agreement, the consummation by the Purchaser of the transactions contemplated by this Agreement, nor the compliance by the Purchaser with the terms and conditions of this Agreement, will (i) violate any provision of the Purchaser’s organizational documents, as amended to date; (ii) to its knowledge, violate or conflict with or result in a breach of any law, regulation, order, writ, injunction or decree of any court, arbitrator or governmental instrumentality to which the Purchaser is bound; or (iii) violate or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or entitle any party to terminate any or all of the provisions of, or cause the acceleration of or entitle any party to accelerate the performance required by, or cause the acceleration of or entitle any party to accelerate the maturity of any debt or obligation pursuant to, any contract, agreement, arrangement, commitment or restriction of any kind to which the Purchaser is a party or by which the Purchaser is bound.

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d) Validity and Binding Effect. This Agreement has been duly and validly executed and delivered by the Purchaser, and this Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforceability of creditors’ rights generally.

e) Litigation. There is no (i) action, suit, claim, proceeding or investigation pending or, to the Purchaser’s knowledge, threatened against or affecting, the Purchaser, at law or in equity, or before or by and federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding relating to the Purchaser, or (iii) governmental inquiry pending, or to the Purchaser’s knowledge threatened, against or affecting the Purchaser, any of which, as it relates to clauses (i), (ii) and (iii), if adversely determined, would invalidate or prevent the performance by the Purchaser of the transactions contemplated by this Agreement.

f) Purchase for Own Account. The Purchaser represents that it is acquiring the Purchased Shares solely for the Purchaser’s own account not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.

g) Status.  The Purchaser is either (a) not a U.S. Person (as defined in Rule 902 of Regulation S) or (b) an “accredited investor” within the meaning in Rule 501 of Regulation D because all of the equity securities of the Purchaser are held by persons who are accredited investors. The Purchaser has the knowledge, sophistication and experience necessary to make an investment decision like that involved in the transactions contemplated hereunder and can bear the economic risk of its investment in the Purchased Shares. The Purchaser has such knowledge and experience in financial and business matters as to enable it to make an informed decision with respect to the purchase of the Purchased Shares. The Purchaser is a sophisticated investor and has independently evaluated the merits of its decision to purchase the Purchased Shares.

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h) Availability of Funds.  At the Closing, the Purchaser will have sufficient cash, available lines of credit or other sources of immediately available funds to enable it to pay the Purchase Price.

i) Filings. The Purchaser acknowledges that the Company has not timely filed the 20-F.  The Purchaser agrees that such failure to timely file the 20-F, and any failure to timely make any subsequent filings required by the SEC, shall not form the basis of any claim against the Seller.

3.02 No Other Representations or Warranties. Except for the representations and warranties contained in Section 3.01, the Purchaser makes no express or implied representation or warranty to the Seller.

SECTION IV

MISCELLANEOUS

4.01 Survival. All representations and warranties contained herein and all claims and causes of action in relation thereto shall continue to be effective until the date that is twelve (12) months following the Closing Date.

4.02 Agreement; Amendments. This Agreement sets forth the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements between them, whether written or oral, with respect to its subject matter. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Purchaser or the Seller from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Purchaser and the Seller, and (ii) only in the specific instance and for the specific purpose for which made or given. Neither the Purchaser nor the Seller shall assign any of its rights or obligations under this Agreement without the written consent of the other Party hereto; provided, however, that the Purchaser may assign this Agreement or any of its rights and obligations hereunder to one or more of its affiliates without the consent of the Seller; provided, further, that any such assignment shall not relieve the Purchaser of any of its obligations under this Agreement.

4.03 Fees and Expenses.Except as otherwise expressly provided herein, all fees, costs and expenses (including but not limited to taxes) incurred in connection with this Agreement and other transaction documents contemplated hereunder shall be borne and paid by the Party incurring such fee, cost or expense.

4.04 Public Announcements.Except as required by law or regulation (including any securities law or any rules of any relevant securities exchange), no Party shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media prior to the Closing without the prior written consent of the other Party hereto, and the Parties shall cooperate as to the timing and contents of any such announcement to be made prior to the Closing Date.

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4.05 Confidentiality.Except as required by relevant law or regulation (including any securities law or any rules of any relevant securities exchange), the Parties shall not disclose, publish, or otherwise disseminate Confidential Information (as defined below) to anyone other than such Party’s affiliates and to its and its affiliates’ directors, officers, employees, limited partners, financing sources, agents or other professionals or advisers (collectively, “Representatives”) with a need to know, and each Party shall take reasonable precautions, no less stringent than it takes for its own confidential information, to prevent any unauthorized use, disclosure, publication, or any other dissemination of Confidential Information in violation of this Agreement. Each Party agree to use the Confidential Information of the other Party for the sole purpose of evaluation, negotiation and implementation of the transaction contemplated herein and shall not use the Confidential Information for any other purpose whatsoever without the prior written approval of an authorized representative of the disclosing Party in each instance. If a Party is required by any law, order of any court or other government agency or rule of any relevant securities exchange to disclose any Confidential Information of the other Party, such Party shall provide the other Party with prompt written notice of the requirement to the extent legal and reasonably practical so that the relevant Party may seek an appropriate protective order or other remedial measures.

The Parties agree that all information and materials disclosed by one Party to the other Party in connection with the transaction contemplated hereunder, and designated by the disclosing Party as the Confidential Information, shall be governed by this Section 4.05, and all such information and materials are referred to collectively herein as “Confidential Information”. The terms and conditions of this Agreement, existence, nature or substance of the discussions between the Parties regarding the transaction under this Agreement shall be deemed Confidential Information and governed by this section, whether or not specifically so designated by either Party.

The restrictions on use of Confidential Information set forth in this Section 4.05 shall not apply to information that:

a) the receiving Party can establish by reasonable proof was in its or its Representatives’ possession free of any obligation of confidence at the time of disclosure by the disclosing Party or its Representatives;

b) was in the public domain at the time or after the obtaining thereof by the receiving Party or its Representatives, except due to a breach of this Agreement by the receiving Party or its Representatives;

c) must be included by either Party in any legally required disclosure by such Party, including any filings required by the SEC;

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d) was received by the receiving Party or its Representatives from a third party who had a right to disclose it to the receiving Party or its Representatives without breaching any of its confidentiality obligations known to the receiving Party or its Representatives; or

e) was developed by the receiving Party or its Representatives independently of and without reference to any information communicated to the receiving Party or its Representatives by the disclosing Party.

4.06 Governing Law/Dispute Resolution. This Agreement and the rights and obligations of the Parties under it shall be governed by the laws of the State of New York, without regard to the conflicts of law principles thereof. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination and the Parties’ rights and obligations hereunder (each, a “Dispute”) shall be referred to and finally resolved by arbitration (the “Arbitration”) in the following manner:

a) The Arbitration shall be administered by the Hong Kong International Arbitration Centre (“HKIAC”);

b) The Arbitration shall be procedurally governed by the HKIAC Administered Arbitration Rules as in force at the date on which the claimant Party notifies the respondent Party in writing (such notice, a “Notice of Arbitration”) of its intent to pursue Arbitration, which are deemed to be incorporated by reference and may be amended by this Section 4.06;

c) The seat and venue of the Arbitration shall be Hong Kong and the language of the Arbitration shall be English;

d) A Dispute subject to Arbitration shall be determined by a panel of three (3) arbitrators (the “Tribunal”).  One (1) arbitrator shall be nominated by the claimant Party and one (1) arbitrator shall be nominated by the respondent Party.  The third arbitrator shall be jointly nominated by the claimant Party’s and respondent Party’s respectively nominated arbitrators and shall act as the presiding arbitrator.  If the claimant Party or the respondent Party fails to nominate its arbitrator within thirty (30) days from the date of receipt of the Notice of Arbitration by the respondent Party or the claimant Party’s and the respondent Party’s nominated arbitrators fail to jointly nominate the presiding arbitrator within thirty (30) days of the nomination of the respondent Party-nominated arbitrator, either Party to the Dispute may request the Chairperson of the HKIAC to appoint such arbitrator; and

e) The Parties agree that all documents and evidence submitted in the Arbitration (including any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the Parties otherwise agree in writing.  The arbitral award shall be final and binding upon the Parties.

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4.07 Counterparts; Facsimile Execution. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of this Agreement, a document (or signature page thereto) signed and transmitted by email or facsimile is to be treated as an original document.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

For and on behalf of

DASAN NETWORKS, INC.

_________10/30/2017_______________

(Date)

By:  ____/s/ Min Woo Nam___________

(Signature)

Name:  MIN WOO NAM

Title:  Chairman of DASAN NETWORKS, Inc.

For and on behalf of

TONGHAO INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. (通灏信息科技（上海）有限公司)

_________10/30/2017______________

(Date)

By:  _____/s/ Jie Deng____________

(Signature)

Name:  Jie Deng

Title:   General Manager

[Signature page to the Purchase and Sale Agreement]

SCHEDULE A

CLOSING CONDITIONS

For the purposes of Section 1.04 “Closing” of this Agreement, such conditions to the obligations of the Parties shall consist of the following:

The Closing

Conditions to the Obligations of Each Party for the Closing: The obligations of each Party to consummate the Closing are subject to the satisfaction or waiver of the following conditions:

a) no provision of any applicable law or judgment entered by or with any governmental authority with competent jurisdiction, shall be in effect that enjoins, suspends, prohibits or materially alters the terms of the transactions contemplated by this Agreement, nor any proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to suspend, prohibit, alter, prevent or delay the Closing, shall have been instituted or being pending before any governmental authority with competent jurisdiction.

Conditions to the Obligations of the Purchaser for the Closing: The obligation of the Purchaser to consummate the Closing is subject to the satisfaction or waiver of the following further conditions:

a) The Company shall have provided its consent to the Seller’s transfer of the Purchased Shares to the Purchaser without registration under the U.S. Securities Act of 1933, as amended, including, in the case of any shares that are restricted, if applicable, the delivery of any required instructions from the Company to the transfer agent to register the transfer of the Purchased Shares from the Seller to the Purchaser.

b) The Purchaser shall have obtained any and all the authorizations or approvals from or completed any and all the filings with all the applicable governmental authorities required by the execution of this Agreement and the consummation of the transactions contemplated hereby.

c) The Seller shall have delivered to the Purchaser and the Company evidence of having transmitted irrevocable instructions to its brokers to transfer the Purchased Shares from the Seller’s brokerage accounts to the Purchaser’s brokerage accounts pursuant to written instructions provided by the Purchaser to the Seller.

d) The Company shall have delivered to the Purchaser (i) a certified true copy of the register of members of the Company written up to reflect the transfer by the Seller to the Purchaser of the Purchased Shares, and (ii) if so requested by the Purchaser, a share certificate issued in the name of the Purchaser in respect of the Purchased Shares.

e) The representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects at the Closing Date.

f) Seller shall have performed all of its covenants, agreements and obligations hereunder required to be performed by it at or prior to the Closing Date.

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Conditions to the Obligations of the Seller for the Closing: The obligation of the Seller to consummate the Closing is subject to the satisfaction or waiver of the following further conditions:

a) The representations and warranties of the Purchaser in this Agreement shall be true and correct in all material respects at the Closing Date.

b) The Purchaser shall have delivered to the Seller the Purchase Price in accordance with Section 1.03 of this Agreement.

c) The Purchaser shall have received all required approvals under applicable exchange control or outbound investment laws in connection with its purchase of the Purchased Shares.

d) The Purchaser shall have performed all of its covenants, agreements and obligations hereunder required to be performed by it at or prior to the Closing Date.

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EX-99.3

Confidential EXECUTION VERSION

PURCHASE AND SALE AGREEMENT

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.”

WHEREAS, on the terms and conditions set forth in this Agreement, the Seller desires to sell, and the Purchaser desires to purchase, an aggregate number of 36,000 ordinary shares, par value US$0.00375 per share (the “Purchased Shares”), of UTStarcom Holdings Corp., an exempted company incorporated in the Cayman Islands (the “Company”, and together with its subsidiaries, the “Group”).

WHEREAS, the Parties desire to enter into this Agreement as the definitive agreement for the sale and purchase of the Purchased Shares to make certain representations, warranties, and agreements, and to prescribe certain conditions, with respect to the consummation of the transactions contemplated by this Agreement.

NOW THEREFORE, in consideration of the foregoing premises and the representations, warranties, and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, the Parties hereby agree as follows:

SECTION I PURCHASE AND SALE OF SECURITIES
1.01	Sale of Securities. The Seller agrees to assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares, at the Closing (as defined below) and pursuant to and in accordance with the terms and conditions set forth in this Agreement.
1.02	Purchase Price. The aggregate purchase price payable to the Seller at the Closing for the Purchased Shares (the “Purchase Price”) shall be equal to US$117,000.00 (representing a purchase price of US$3.25 per Purchased Share).
1.03	Payment and Delivery Terms. On the Closing Date (as defined below), (i) the Purchaser shall deliver the Purchase Price via wire transfer of immediately available funds in U.S. dollars to one or more accounts to be designated by the Seller in a notice to the Purchaser (which notice shall be delivered not later than three (3) days prior to the Closing Date) and (ii) the Seller shall transfer and deliver to the Purchaser, free and clear of all liens, the Purchased Shares.

1.04	Closing. Subject to the terms and conditions of this Agreement, the purchase and sale of the Purchased Shares (the “Closing”) shall take place on the third (3rd) business day following the satisfaction, or, to the extent permissible, waiver of the conditions to the obligations of the Parties set forth in Schedule A hereto (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction, or, to the extent permissible, waiver of such conditions), or such other date as agreed among the Parties (the “Closing Date”); provided, that in no event shall the Closing take place later than November 30, 2017 (the “Termination Date”).
1.05	Stop-Transfer Instructions. The Seller agrees and covenants that, to ensure compliance with the restrictions referred to herein, it shall use its reasonable best efforts to cause the Company to issue appropriate “stop transfer” certificates or instructions with respect to the Purchased Shares and make, or cause to be made, as applicable, appropriate notations to the same effect in its records and the records of its transfer agent.
1.06	Termination.This Agreement may be validly terminated only as follows (it being understood and hereby agreed that this Agreement may not be terminated for any other reason or on any other basis):

a)	This Agreement may be terminated at any time prior to the Closing Date by mutual written agreement of the Parties.
b)	If the Closing has not occurred by the Termination Date for any reason other than a failure by the Seller or the Purchaser to perform the covenants and agreements set forth herein to be performed by such Party or to satisfy the applicable conditions set forth herein to be satisfied by such Party, either Party may terminate this Agreement and neither Party shall have any liability or obligation to the other Party.
c)	The termination of this Agreement for any cause shall not relieve any Party from any outstanding payment obligations or liabilities by such Party prior to the termination or in connection with the termination.

SECTION II REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER
2.01	General Representations and Warranties. In order to induce the Purchaser to purchase the Purchased Shares, the Seller represents and warrants to the Purchaser as follows:
	a)	Existence. The Seller is duly organized and validly existing under the laws of the jurisdiction of its formation, and has full power and authority to sell the Purchased Shares being sold by the Seller and to enter into and perform its obligations under this Agreement.

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b)	Authorization. The execution and delivery of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Seller. No consent, approval, license from, or exemption of (other than exemptions from applicable federal and state securities laws), and no registration, qualification, designation, declaration or filing with (other than applicable filings pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), any court or governmental department, commission, board, bureau, agency or instrumentality, or any other party, which has not been obtained as of the date hereof, is or will be necessary for the valid execution and delivery by the Seller of this Agreement or the consummation by the Seller of the transactions contemplated by this Agreement.
c)	No Conflict with Other Instruments. Neither the execution and delivery by the Seller of this Agreement, the consummation by the Seller of the transactions contemplated by this Agreement, nor the compliance by the Seller with the terms and conditions of this Agreement, will (i) violate any provision of the Seller’s organizational documents, as amended to date; (ii) to its knowledge, violate or conflict with or result in a breach of any law, regulation, order, writ, injunction or decree of any court, arbitrator or governmental instrumentality to which the Seller is bound; or (iii) assuming delivery of the consents required by clause (a) of the Conditions to the obligations of the Purchaser set forth in Schedule A hereto, violate or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or entitle any party to terminate any or all of the provisions of, or cause the acceleration of or entitle any party to accelerate the performance required by, or cause the acceleration of or entitle any party to accelerate the maturity of any debt or obligation pursuant to, any contract, agreement, arrangement, commitment or restriction of any kind to which the Seller is a party or by which the Seller is bound.
d)	Validity and Binding Effect. This Agreement has been duly and validly executed and delivered by the Seller, and this Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability of this Agreement may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforceability of creditors’ rights generally.
e)	Title to Securities. The Seller owns the Purchased Shares free and clear of all liens, other than (i) restrictions imposed under applicable securities laws or (ii) restrictions created by the Company or imposed by the Company’s constitutive documents then in effect, and on the Closing Date, the Purchaser shall acquire ownership of the Purchased Shares free and clear of any liens or restrictions, except as provided in this clause or as consented to by the Purchaser.

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f)	Litigation. There is no (i) action, suit, claim, proceeding or investigation pending or, to the Seller’s knowledge, threatened against or affecting, the Seller, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding relating to the Seller, or (iii) governmental inquiry pending, or to the Seller’s knowledge threatened, against or affecting the Seller, any of which, as it relates to clauses (i), (ii) and (iii), if adversely determined, would invalidate or prevent the performance by the Seller of the transactions contemplated by this Agreement.
g)	Filings. The Seller acknowledges that the Company has not timely filed with the United States Securities and Exchange Commission (the “SEC”) its annual report on Form 20-F for the fiscal year ended December 31, 2015 (the “20-F”).  The Seller agrees that such failure to timely file the 20-F, and any failure to timely make any subsequent filings required by the SEC, shall not form the basis of any claim against the Purchaser.
h)	Material Non-Public Information.
	i.	The Seller acknowledges and understands that (i) the Purchaser and its affiliates may possess material nonpublic information regarding the Company not known to the Seller that may impact the value of the Purchased Shares, including, without limitation, (x) information received from principals and employees of the Company and (y) information otherwise received, from the Company or otherwise, on a confidential basis (collectively, the “Information”), and that the Purchaser is not disclosing the Information to the Seller. The Seller understands, based on its experience, the disadvantage to which the Seller may be subject due to the disparity of information between the Purchaser and the Seller. Notwithstanding such disparity, the Seller has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated by this Agreement.
	ii.	The Seller agrees that none of the Purchaser, its affiliates, principals, stockholders, partners, employees and agents shall have any liability to the Seller or any of its affiliates, principals, stockholders, partners, employees, agents, grantors or beneficiaries whatsoever due to or in connection with the Purchaser’s use or non-disclosure of the Information or otherwise as a result of the transactions contemplated by this Agreement, and the Seller hereby irrevocably waives any claim that it might have based on the failure of the Purchaser to disclose any of the Information.
i)	No Transfer. The Seller covenants and agrees that prior to the termination of this Agreement it shall not, directly or indirectly, except in accordance with the terms of this Agreement, 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 (including, without limitation, any of the foregoing with respect to any holding company with recent ownership of the Purchased Shares), any Purchased Shares or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Purchased Shares.

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2.02 No Other Representations or Warranties. Except for the representations and warranties contained in Section 2.01, the Seller makes no express or implied representation or warranty to the Purchaser.

SECTION III REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
3.01	General Representations and Warranties. In order to induce the Seller to sell the Purchased Shares, the Purchaser represents and warrants to the Seller as follows:
	a)	Existence. The Purchaser is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation, and has full power and authority to acquire the Purchased Shares and to enter into and perform its obligations under this Agreement.
	b)	Authorization. The execution and delivery of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated by this Agreement have been duly authorized and approved by all necessary corporate action on the part of the Purchaser. No consent, approval, license form, or exemption of (other than exemptions from applicable federal and state securities laws), and no registration, qualification, designation, declaration or filing with (other than applicable filings pursuant to Section 13 of the Exchange Act), any court or governmental department, commission, board, bureau, agency or instrumentality, or any other party, which has not been obtained or is not in the process of being obtained as of the date hereof, is or will be necessary for the valid execution and delivery by the Purchaser of this Agreement or the consummation by the Purchaser of the transactions contemplated by this Agreement.
	c)	No Conflict with Other Instruments. Neither the execution and delivery by the Purchaser of this Agreement, the consummation by the Purchaser of the transactions contemplated by this Agreement, nor the compliance by the Purchaser with the terms and conditions of this Agreement, will (i) violate any provision of the Purchaser’s organizational documents, as amended to date; (ii) to its knowledge, violate or conflict with or result in a breach of any law, regulation, order, writ, injunction or decree of any court, arbitrator or governmental instrumentality to which the Purchaser is bound; or (iii) violate or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or entitle any party to terminate any or all of the provisions of, or cause the acceleration of or entitle any party to accelerate the performance required by, or cause the acceleration of or entitle any party to accelerate the maturity of any debt or obligation pursuant to, any contract, agreement, arrangement, commitment or restriction of any kind to which the Purchaser is a party or by which the Purchaser is bound.

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d)	Validity and Binding Effect. This Agreement has been duly and validly executed and delivered by the Purchaser, and this Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforceability of creditors’ rights generally.
e)	Litigation. There is no (i) action, suit, claim, proceeding or investigation pending or, to the Purchaser’s knowledge, threatened against or affecting, the Purchaser, at law or in equity, or before or by and federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding relating to the Purchaser, or (iii) governmental inquiry pending, or to the Purchaser’s knowledge threatened, against or affecting the Purchaser, any of which, as it relates to clauses (i), (ii) and (iii), if adversely determined, would invalidate or prevent the performance by the Purchaser of the transactions contemplated by this Agreement.
f)	Purchase for Own Account. The Purchaser represents that it is acquiring the Purchased Shares solely for the Purchaser’s own account not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.
g)	Status.  The Purchaser is either (a) not a U.S. Person (as defined in Rule 902 of Regulation S) or (b) an “accredited investor” within the meaning in Rule 501 of Regulation D because all of the equity securities of the Purchaser are held by persons who are accredited investors. The Purchaser has the knowledge, sophistication and experience necessary to make an investment decision like that involved in the transactions contemplated hereunder and can bear the economic risk of its investment in the Purchased Shares. The Purchaser has such knowledge and experience in financial and business matters as to enable it to make an informed decision with respect to the purchase of the Purchased Shares. The Purchaser is a sophisticated investor and has independently evaluated the merits of its decision to purchase the Purchased Shares.
h)	Availability of Funds.  At the Closing, the Purchaser will have sufficient cash, available lines of credit or other sources of immediately available funds to enable it to pay the Purchase Price.

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	i)	Filings. The Purchaser acknowledges that the Company has not timely filed the 20-F.  The Purchaser agrees that such failure to timely file the 20-F, and any failure to timely make any subsequent filings required by the SEC, shall not form the basis of any claim against the Seller.
3.02	No Other Representations or Warranties. Except for the representations and warranties contained in Section 3.01, the Purchaser makes no express or implied representation or warranty to the Seller.

SECTION IV MISCELLANEOUS
4.01	Survival. All representations and warranties contained herein and all claims and causes of action in relation thereto shall continue to be effective until the date that is twelve (12) months following the Closing Date.
4.02	Agreement; Amendments. This Agreement sets forth the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements between them, whether written or oral, with respect to its subject matter. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Purchaser or the Seller from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Purchaser and the Seller, and (ii) only in the specific instance and for the specific purpose for which made or given. Neither the Purchaser nor the Seller shall assign any of its rights or obligations under this Agreement without the written consent of the other Party hereto; provided, however, that the Purchaser may assign this Agreement or any of its rights and obligations hereunder to one or more of its affiliates without the consent of the Seller; provided, further, that any such assignment shall not relieve the Purchaser of any of its obligations under this Agreement.
4.03	Fees and Expenses. Except as otherwise expressly provided herein, all fees, costs and expenses (including but not limited to taxes) incurred in connection with this Agreement and other transaction documents contemplated hereunder shall be borne and paid by the Party incurring such fee, cost or expense.
4.04	Public Announcements.Except as required by law or regulation (including any securities law or any rules of any relevant securities exchange), no Party shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media prior to the Closing without the prior written consent of the other Party hereto, and the Parties shall cooperate as to the timing and contents of any such announcement to be made prior to the Closing Date.

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4.05 Confidentiality.Except as required by relevant law or regulation (including any securities law or any rules of any relevant securities exchange), the Parties shall not disclose, publish, or otherwise disseminate Confidential Information (as defined below) to anyone other than such Party’s affiliates and to its and its affiliates’ directors, officers, employees, limited partners, financing sources, agents or other professionals or advisers (collectively, “Representatives”) with a need to know, and each Party shall take reasonable precautions, no less stringent than it takes for its own confidential information, to prevent any unauthorized use, disclosure, publication, or any other dissemination of Confidential Information in violation of this Agreement. Each Party agree to use the Confidential Information of the other Party for the sole purpose of evaluation, negotiation and implementation of the transaction contemplated herein and shall not use the Confidential Information for any other purpose whatsoever without the prior written approval of an authorized representative of the disclosing Party in each instance. If a Party is required by any law, order of any court or other government agency or rule of any relevant securities exchange to disclose any Confidential Information of the other Party, such Party shall provide the other Party with prompt written notice of the requirement to the extent legal and reasonably practical so that the relevant Party may seek an appropriate protective order or other remedial measures.   The Parties agree that all information and materials disclosed by one Party to the other Party in connection with the transaction contemplated hereunder, and designated by the disclosing Party as the Confidential Information, shall be governed by this Section 4.05, and all such information and materials are referred to collectively herein as “Confidential Information”. The terms and conditions of this Agreement, existence, nature or substance of the discussions between the Parties regarding the transaction under this Agreement shall be deemed Confidential Information and governed by this section, whether or not specifically so designated by either Party.   The restrictions on use of Confidential Information set forth in this Section 4.05 shall not apply to information that:

a)	the receiving Party can establish by reasonable proof was in its or its Representatives’ possession free of any obligation of confidence at the time of disclosure by the disclosing Party or its Representatives;
b)	was in the public domain at the time or after the obtaining thereof by the receiving Party or its Representatives, except due to a breach of this Agreement by the receiving Party or its Representatives;
c)	must be included by either Party in any legally required disclosure by such Party, including any filings required by the SEC;

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d)	was received by the receiving Party or its Representatives from a third party who had a right to disclose it to the receiving Party or its Representatives without breaching any of its confidentiality obligations known to the receiving Party or its Representatives; or
e)	was developed by the receiving Party or its Representatives independently of and without reference to any information communicated to the receiving Party or its Representatives by the disclosing Party.

4.06 Governing Law/Dispute Resolution. This Agreement and the rights and obligations of the Parties under it shall be governed by the laws of the State of New York, without regard to the conflicts of law principles thereof. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination and the Parties’ rights and obligations hereunder (each, a “Dispute”) shall be referred to and finally resolved by arbitration (the “Arbitration”) in the following manner:

a)	The Arbitration shall be administered by the Hong Kong International Arbitration Centre (“HKIAC”);
b)	The Arbitration shall be procedurally governed by the HKIAC Administered Arbitration Rules as in force at the date on which the claimant Party notifies the respondent Party in writing (such notice, a “Notice of Arbitration”) of its intent to pursue Arbitration, which are deemed to be incorporated by reference and may be amended by this Section 4.06;
c)	The seat and venue of the Arbitration shall be Hong Kong and the language of the Arbitration shall be English;
d)	A Dispute subject to Arbitration shall be determined by a panel of three (3) arbitrators (the “Tribunal”). One (1) arbitrator shall be nominated by the claimant Party and one (1) arbitrator shall be nominated by the respondent Party. The third arbitrator shall be jointly nominated by the claimant Party’s and respondent Party’s respectively nominated arbitrators and shall act as the presiding arbitrator. If the claimant Party or the respondent Party fails to nominate its arbitrator within thirty (30) days from the date of receipt of the Notice of Arbitration by the respondent Party or the claimant Party’s and the respondent Party’s nominated arbitrators fail to jointly nominate the presiding arbitrator within thirty (30) days of the nomination of the respondent Party-nominated arbitrator, either Party to the Dispute may request the Chairperson of the HKIAC to appoint such arbitrator; and
e)	The Parties agree that all documents and evidence submitted in the Arbitration (including any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the Parties otherwise agree in writing. The arbitral award shall be final and binding upon the Parties.

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4.07 Counterparts; Facsimile Execution. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of this Agreement, a document (or signature page thereto) signed and transmitted by email or facsimile is to be treated as an original document.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

For and on behalf of

MIN WOO NAM

_______10/30/2017________________

(Date)

By:  ___/s/ Min Woo Nam___________

(Signature)

Name: MIN WOO NAM

Title: -

For and on behalf of

TONGHAO INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. (通灏信息科技（上海）有限公司)

___________10/30/2017_____________

(Date)

By:  ______/s/ Jie Deng_____________

(Signature)

Name:        Jie Deng

Title:          General Manager

[Signature Page to the Purchase and Sale Agreement]

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SCHEDULE A

CLOSING CONDITIONS

For the purposes of Section 1.04 “Closing” of this Agreement, such conditions to the obligations of the Parties shall consist of the following:

The Closing

Conditions to the Obligations of Each Party for the Closing: The obligations of each Party to consummate the Closing are subject to the satisfaction or waiver of the following conditions:

a) no provision of any applicable law or judgment entered by or with any governmental authority with competent jurisdiction, shall be in effect that enjoins, suspends, prohibits or materially alters the terms of the transactions contemplated by this Agreement, nor any proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to suspend, prohibit, alter, prevent or delay the Closing, shall have been instituted or being pending before any governmental authority with competent jurisdiction.

Conditions to the Obligations of the Purchaser for the Closing: The obligation of the Purchaser to consummate the Closing is subject to the satisfaction or waiver of the following further conditions:

a) The Company shall have provided its consent to the Seller’s transfer of the Purchased Shares to the Purchaser without registration under the U.S. Securities Act of 1933, as amended, including, in the case of any shares that are restricted, if applicable, the delivery of any required instructions from the Company to the transfer agent to register the transfer of the Purchased Shares from the Seller to the Purchaser.

b) The Purchaser shall have obtained any and all the authorizations or approvals from or completed any and all the filings with all the applicable governmental authorities required by the execution of this Agreement and the consummation of the transactions contemplated hereby.

c) The Seller shall have delivered to the Purchaser and the Company evidence of having transmitted irrevocable instructions to its brokers to transfer the Purchased Shares from the Seller’s brokerage accounts to the Purchaser’s brokerage accounts pursuant to written instructions provided by the Purchaser to the Seller.

d) The Company shall have delivered to the Purchaser (i) a certified true copy of the register of members of the Company written up to reflect the transfer by the Seller to the Purchaser of the Purchased Shares, and (ii) if so requested by the Purchaser, a share certificate issued in the name of the Purchaser in respect of the Purchased Shares.

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e) The representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects at the Closing Date.

f) Seller shall have performed all of its covenants, agreements and obligations hereunder required to be performed by it at or prior to the Closing Date.

Conditions to the Obligations of the Seller for the Closing: The obligation of the Seller to consummate the Closing is subject to the satisfaction or waiver of the following further conditions:

a) The representations and warranties of the Purchaser in this Agreement shall be true and correct in all material respects at the Closing Date.

b) The Purchaser shall have delivered to the Seller the Purchase Price in accordance with Section 1.03 of this Agreement.

c) The Purchaser shall have received all required approvals under applicable exchange control or outbound investment laws in connection with its purchase of the Purchased Shares.

d) The Purchaser shall have performed all of its covenants, agreements and obligations hereunder required to be performed by it at or prior to the Closing Date.

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EX-99.4

Confidential FINAL

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “Agreement”), dated as of November 1, 2017 (the “Effective Date”), is by and among Invex Casa de Bolsa S.A. de C.V., Invex Grupo Financiero, a corporation incorporated under the laws of Mexico (the “Seller”), and Tonghao Information Technology (Shanghai) Co., Ltd. (通灏信息科技（上海）有限公司), a corporation incorporated under the laws of the People’s Republic of China (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.”

WHEREAS, on the terms and conditions set forth in this Agreement, the Seller desires to sell, and the Purchaser desires to purchase, an aggregate number of 3,500,000 ordinary shares, par value US$0.00375 per share (each such ordinary share, a “Share”), of UTStarcom Holdings Corp., an exempted company incorporated in the Cayman Islands (the “Company”) (the “Purchased Shares”).

WHEREAS, the Parties desire to enter into this Agreement as the definitive agreement for the sale and purchase of the Purchased Shares to make certain representations, warranties, and agreements, and to prescribe certain conditions, with respect to the consummation of the transactions contemplated by this Agreement.

NOW THEREFORE, in consideration of the foregoing premises and the representations, warranties, and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, the Parties hereby agree as follows:

SECTION I PURCHASE AND SALE OF SECURITIES
1.01	Sale of Securities. The Seller agrees to assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares, at the Closing (as defined below) and pursuant to and in accordance with the terms and conditions set forth in this Agreement.
1.02	Purchase Price. The aggregate purchase price payable to the Seller at the Closing for the Purchased Shares (the “Purchase Price”) shall be equal to the product of (i) 3,500,000 and (ii) (x) US$3.00, if the volume weighted average price of a Share trading on The NASDAQ Stock Market during regular trading hours for the period starting with the opening of trading on the Effective Date and ending with the closing of trading on the last trading day prior to the Closing Date, as reported by Bloomberg (the “VWAP Price”) is less than or equal to US$3.00 or (y) US$3.30, if the VWAP Price is greater than US$3.00.

1.03	Payment and Delivery Terms. On the Closing Date, (i) the Purchaser shall deliver the Purchase Price via wire transfer of immediately available funds in U.S. dollars to one or more accounts to be designated by the Seller in a notice to the Purchaser (which notice shall be delivered not later than three (3) days prior to the Closing Date) and (ii) the Seller shall transfer and deliver to the Purchaser, free and clear of all liens, the Purchased Shares.
1.04	Closing. Subject to the terms and conditions of this Agreement, the purchase and sale of the Purchased Shares (the “Closing”) shall take place on the third  (3rd) business day following the satisfaction, or, to the extent permissible, waiver of the conditions to the obligations of the Parties set forth in Schedule A hereto (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction, or, to the extent permissible, waiver of such conditions) (the “Closing Conditions”), or such other date as agreed among the Parties (the “Closing Date”); provided, that in no event shall the Closing take place later than November 21, 2017 (subject to the following proviso, the “Termination Date”); provided, further, that if the Closing Conditions are satisfied, or, to the extent permissible, waived, on or within the three business days prior to November 21, 2017, the Termination Date shall be extended to the date that is three (3) business days following such satisfaction or waiver.
1.05	Reserved.
1.06	No Purchase of Additional Shares.The Seller agrees and covenants that, from the date of this Agreement to the earlier of (i) the Closing Date or (ii) the Termination Date, it shall not, and shall not permit any of its affiliates to, directly or indirectly, purchase or agree to purchase any additional Shares or engage in any derivative transactions related thereto.
1.07	No Short Sales.The Purchaser agrees and covenants that, from the date of this Agreement to the earlier of (i) the Closing Date or (ii) the Termination Date, it shall not, directly or indirectly, effect or agree to effect any short sale of any Shares, establish any “put equivalent position” (as defined in Rule 16a-1(h) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to Shares, grant any other right (including, without limitation, any put or call option) with respect to Shares or with respect to any security that includes, relates to or derives any significant part of its value from Shares or otherwise seek to hedge its position in Shares or to influence the market price of the Shares.
1.08	Termination.This Agreement may be validly terminated only as follows (it being understood and hereby agreed that this Agreement may not be terminated for any other reason or on any other basis):

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	a)	This Agreement may be terminated at any time prior to the Closing Date by mutual written agreement of the Parties.
	b)	If the Closing has not occurred by the Termination Date for any reason other than a failure by the Seller or the Purchaser to perform the covenants and agreements set forth herein to be performed by such Party or to satisfy the applicable conditions set forth herein to be satisfied by such Party, either Party may terminate this Agreement and neither Party shall have any liability or obligation to the other Party.
	c)	Notwithstanding the provisions of Section 1.08(b), this Agreement may be terminated at any time by the Seller by written notice to the Purchaser (i) if the Closing has not occurred by the Termination Date as a result of the Purchaser’s failure to comply with the requirements of Section 1.03 applicable to the Purchaser, or (ii) if, by the Termination Date, the Purchaser (A) has not received approval from the State Administration of Foreign Exchange in China to deliver the Purchase Price to Seller and notified the Seller of receipt of such approval, and (B) has not otherwise delivered the Purchase Price to the Seller in accordance with applicable laws.
	d)	The termination of this Agreement for any cause shall not relieve any Party from any outstanding payment obligations or liabilities by such Party prior to the termination or in connection with the termination.
1.09	Reasonable Best Efforts. Each Party agrees to use its reasonable best efforts to take, and to cause to be taken, all actions and to do, and to cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement.  In addition, following the Closing, each Party agrees to use its reasonable best efforts, without further consideration, to take all actions necessary to cause the Company’s transfer agent to register the transfer to the Purchaser of the Purchased Shares.

SECTION II REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER
2.01	General Representations and Warranties. In order to induce the Purchaser to purchase the Purchased Shares, the Seller represents and warrants to the Purchaser as follows:
	a)	Existence. The Seller is duly organized and validly existing under the laws of the jurisdiction of its formation, and has full power and authority to sell the Purchased Shares being sold by the Seller and to enter into and perform its obligations under this Agreement.

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b)	Authorization. The execution and delivery of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Seller. No consent, approval, license from, or exemption of (other than exemptions from applicable federal and state securities laws), and no registration, qualification, designation, declaration or filing with (other than applicable filings pursuant to Section 13 of the Exchange Act), any court or governmental department, commission, board, bureau, agency or instrumentality, or any other party, which has not been obtained as of the date hereof, is or will be necessary for the valid execution and delivery by the Seller of this Agreement or the consummation by the Seller of the transactions contemplated by this Agreement.
c)	No Conflict with Other Instruments. Neither the execution and delivery by the Seller of this Agreement, the consummation by the Seller of the transactions contemplated by this Agreement, nor the compliance by the Seller with the terms and conditions of this Agreement, will (i) violate any provision of the Seller’s organizational documents, as amended to date; (ii) to its knowledge, violate or conflict with or result in a breach of any law, regulation, order, writ, injunction or decree of any court, arbitrator or governmental instrumentality to which the Seller is bound; or (iii) assuming delivery of the consents required by clause (a) of the Conditions to the obligations of the Purchaser set forth in Schedule A hereto, violate or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or entitle any party to terminate any or all of the provisions of, or cause the acceleration of or entitle any party to accelerate the performance required by, or cause the acceleration of or entitle any party to accelerate the maturity of any debt or obligation pursuant to, any contract, agreement, arrangement, commitment or restriction of any kind to which the Seller is a party or by which the Seller is bound.
d)	Validity and Binding Effect. This Agreement has been duly and validly executed and delivered by the Seller, and this Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability of this Agreement may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforceability of creditors’ rights generally.
e)	Title to Securities. The Seller owns the Purchased Shares free and clear of all liens, other than (i) restrictions imposed under applicable securities laws or (ii) restrictions created by the Company or imposed by the Company’s constitutive documents then in effect, and on the Closing Date, the Purchaser shall acquire ownership of the Purchased Shares free and clear of any liens or restrictions, except as provided in this clause or as consented to by the Purchaser.

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f)	Litigation. There is no (i) action, suit, claim, proceeding or investigation pending or, to the Seller’s knowledge, threatened against or affecting, the Seller, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding relating to the Seller, or (iii) governmental inquiry pending, or to the Seller’s knowledge threatened, against or affecting the Seller, any of which, as it relates to clauses (i), (ii) and (iii), if adversely determined, would invalidate or prevent the performance by the Seller of the transactions contemplated by this Agreement.
g)	Filings. The Seller acknowledges that the Company has not timely filed with the United States Securities and Exchange Commission (the “SEC”) its annual report on Form 20-F for the fiscal year ended December 31, 2016 (the “20-F”).  The Seller agrees that such failure to timely file the 20-F, and any failure to timely make any subsequent filings required by the SEC, shall not form the basis of any claim against the Purchaser.
h)	Material Non-Public Information.
	i.	The Seller acknowledges and understands that (i) the Purchaser and its affiliates may possess material nonpublic information regarding the Company not known to the Seller that may impact the value of the Purchased Shares, including, without limitation, (x) information received from principals and employees of the Company and (y) information otherwise received, from the Company or otherwise, on a confidential basis (collectively, the “Information”), and that the Purchaser is not disclosing the Information to the Seller. The Seller understands, based on its experience, the disadvantage to which the Seller may be subject due to the disparity of information between the Purchaser and the Seller. Notwithstanding such disparity, the Seller has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated by this Agreement.
	ii.	The Seller agrees that none of the Purchaser, its affiliates, principals, stockholders, partners, employees and agents shall have any liability to the Seller or any of its affiliates, principals, stockholders, partners, employees, agents, grantors or beneficiaries whatsoever due to or in connection with the Purchaser’s use or non-disclosure of the Information or otherwise as a result of the transactions contemplated by this Agreement, and the Seller hereby irrevocably waives any claim that it might have based on the failure of the Purchaser to disclose any of the Information.
i)	No Transfer. The Seller covenants and agrees that prior to the termination of this Agreement it shall not, directly or indirectly, except in accordance with the terms of this Agreement, 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 (including, without limitation, any of the foregoing with respect to any holding company with recent ownership of the Purchased Shares), any Purchased Shares or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Purchased Shares.

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2.02 No Other Representations or Warranties. Except for the representations and warranties contained in Section 2.01, the Seller makes no express or implied representation or warranty to the Purchaser.

SECTION III REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
3.01	General Representations and Warranties. In order to induce the Seller to sell the Purchased Shares, the Purchaser represents and warrants to the Seller as follows:
	a)	Existence. The Purchaser is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation, and has full power and authority to acquire the Purchased Shares and to enter into and perform its obligations under this Agreement.
	b)	Authorization. The execution and delivery of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated by this Agreement have been duly authorized and approved by all necessary corporate action on the part of the Purchaser. No consent, approval, license form, or exemption of (other than exemptions from applicable federal and state securities laws), and no registration, qualification, designation, declaration or filing with (other than applicable filings pursuant to Section 13 of the Exchange Act), any court or governmental department, commission, board, bureau, agency or instrumentality, or any other party, which has not been obtained or is not in the process of being obtained as of the date hereof, is or will be necessary for the valid execution and delivery by the Purchaser of this Agreement or the consummation by the Purchaser of the transactions contemplated by this Agreement.
	c)	No Conflict with Other Instruments. Neither the execution and delivery by the Purchaser of this Agreement, the consummation by the Purchaser of the transactions contemplated by this Agreement, nor the compliance by the Purchaser with the terms and conditions of this Agreement, will (i) violate any provision of the Purchaser’s organizational documents, as amended to date; (ii) to its knowledge, violate or conflict with or result in a breach of any law, regulation, order, writ, injunction or decree of any court, arbitrator or governmental instrumentality to which the Purchaser is bound; or (iii) violate or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or entitle any party to terminate any or all of the provisions of, or cause the acceleration of or entitle any party to accelerate the performance required by, or cause the acceleration of or entitle any party to accelerate the maturity of any debt or obligation pursuant to, any contract, agreement, arrangement, commitment or restriction of any kind to which the Purchaser is a party or by which the Purchaser is bound.

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d)	Validity and Binding Effect. This Agreement has been duly and validly executed and delivered by the Purchaser, and this Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforceability of creditors’ rights generally.
e)	Litigation. There is no (i) action, suit, claim, proceeding or investigation pending or, to the Purchaser’s knowledge, threatened against or affecting, the Purchaser, at law or in equity, or before or by and federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding relating to the Purchaser, or (iii) governmental inquiry pending, or to the Purchaser’s knowledge threatened, against or affecting the Purchaser, any of which, as it relates to clauses (i), (ii) and (iii), if adversely determined, would invalidate or prevent the performance by the Purchaser of the transactions contemplated by this Agreement.
f)	Sanctions and Anti-Money Laundering. The Purchaser and its affiliates have not violated (i) the anti-money laundering laws of any applicable jurisdiction, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental authority (collectively, the “Money Laundering Laws”), or (ii) applicable laws prohibiting the offering, giving, or receipt of bribes and corrupt payments (collectively, the “Anti-Corruption Laws”).  No proceeding involving the Purchaser or any of its affiliates with respect to the Money Laundering Laws or the Anti-Corruption Laws is pending or, to the Purchaser’s knowledge, is any such proceeding or examination or investigation by any governmental authority threatened.  None of the Purchaser, any director or officer of the Purchaser, or any agent, employee, affiliate or person acting on behalf of the Purchaser is (x) a person identified on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of the Treasury’s Office of Foreign Assets Control or any other listing of blocked or sanctioned persons of any relevant jurisdiction, or any person owned directly or indirectly by any of the foregoing (collectively, a “Blocked Person”), or (y) acting on behalf of a Blocked Person or any terrorist, terrorist organization, narcotics trafficker, or narcotics trafficking organization. None of the funds used or to be used to complete the transactions contemplated by this Agreement represent, directly or indirectly, (i) the proceeds of activity in violation of the Money Laundering Laws, the Anti-Corruption Laws, or the criminal laws of any relevant jurisdiction, or (ii) any funds or property in which a Blocked Person or a national of Cuba, Iran, North Korea, Sudan, or Syria has an interest, whether in whole or in part.

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	g)	Purchase for Own Account. The Purchaser represents that it is acquiring the Purchased Shares solely for the Purchaser’s own account not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.
	h)	Status.  The Purchaser is either (a) not a U.S. Person (as defined in Rule 902 of Regulation S) or (b) an “accredited investor” within the meaning in Rule 501 of Regulation D because all of the equity securities of the Purchaser are held by persons who are accredited investors. The Purchaser has the knowledge, sophistication and experience necessary to make an investment decision like that involved in the transactions contemplated hereunder and can bear the economic risk of its investment in the Purchased Shares. The Purchaser has such knowledge and experience in financial and business matters as to enable it to make an informed decision with respect to the purchase of the Purchased Shares. The Purchaser is a sophisticated investor and has independently evaluated the merits of its decision to purchase the Purchased Shares.
	i)	Availability of Funds.  At the Closing, the Purchaser will have sufficient cash, available lines of credit or other sources of immediately available funds to enable it to pay the Purchase Price.
	j)	Filings. The Purchaser acknowledges that the Company has not timely filed the 20-F.  The Purchaser agrees that such failure to timely file the 20-F, and any failure to timely make any subsequent filings required by the SEC, shall not form the basis of any claim against the Seller.
3.02	No Other Representations or Warranties. Except for the representations and warranties contained in Section 3.01, the Purchaser makes no express or implied representation or warranty to the Seller.

SECTION IV MISCELLANEOUS
4.01	Survival. All representations and warranties contained herein and all claims and causes of action in relation thereto shall continue to be effective until the date that is twelve (12) months following the Closing Date.
4.02	Agreement; Amendments. This Agreement sets forth the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements between them, whether written or oral, with respect to its subject matter.

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	Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Purchaser or the Seller from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Purchaser and the Seller, and (ii) only in the specific instance and for the specific purpose for which made or given. Neither the Purchaser nor the Seller shall assign any of its rights or obligations under this Agreement without the written consent of the other Party hereto; provided, however, that the Purchaser may assign this Agreement or any of its rights and obligations hereunder to one or more of its affiliates without the consent of the Seller; provided, further, that any such assignment shall not relieve the Purchaser of any of its obligations under this Agreement.
4.03	Fees and Expenses. Except as otherwise expressly provided herein, all fees, costs and expenses (including but not limited to taxes) incurred in connection with this Agreement and other transaction documents contemplated hereunder shall be borne and paid by the Party incurring such fee, cost or expense.
4.04	Public Announcements.Except as required by law or regulation (including any securities law or any rules of any relevant securities exchange), no Party shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media prior to the Closing without the prior written consent of the other Party hereto, and the Parties shall cooperate as to the timing and contents of any such announcement to be made prior to the Closing Date.
4.05	Confidentiality.Except as required by relevant law or regulation (including any securities law or any rules of any relevant securities exchange), the Parties shall not disclose, publish, or otherwise disseminate Confidential Information (as defined below) to anyone other than such Party’s affiliates and to its and its affiliates’ directors, officers, employees, limited partners, brokers, financing sources, agents or other professionals or advisers (collectively, “Representatives”) with a need to know, and each Party shall take reasonable precautions, no less stringent than it takes for its own confidential information, to prevent any unauthorized use, disclosure, publication, or any other dissemination of Confidential Information in violation of this Agreement. Each Party agree to use the Confidential Information of the other Party for the sole purpose of evaluation, negotiation and implementation of the transaction contemplated herein and shall not use the Confidential Information for any other purpose whatsoever without the prior written approval of an authorized representative of the disclosing Party in each instance. If a Party is required by any law, order of any court or other government agency or rule of any relevant securities exchange to disclose any Confidential Information of the other Party, such Party shall provide the other Party with prompt written notice of the requirement to the extent legal and reasonably practical so that the relevant Party may seek an appropriate protective order or other remedial measures.

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The Parties agree that all information and materials disclosed by one Party to the other Party in connection with the transaction contemplated hereunder, and designated by the disclosing Party as the Confidential Information, shall be governed by this Section 4.05, and all such information and materials are referred to collectively herein as “Confidential Information”. The terms and conditions of this Agreement, existence, nature or substance of the discussions between the Parties regarding the transaction under this Agreement shall be deemed Confidential Information and governed by this section, whether or not specifically so designated by either Party.

The restrictions on use of Confidential Information set forth in this Section 4.05 shall not apply to information that:

a)	the receiving Party can establish by reasonable proof was in its or its Representatives’ possession free of any obligation of confidence at the time of disclosure by the disclosing Party or its Representatives;
b)	was in the public domain at the time or after the obtaining thereof by the receiving Party or its Representatives, except due to a breach of this Agreement by the receiving Party or its Representatives;
c)	must be included by either Party in any legally required disclosure by such Party, including any filings required by the SEC;
d)	is required to be disclosed by either Party in the performance of its obligations contained in this Agreement;
e)	was received by the receiving Party or its Representatives from a third party who had a right to disclose it to the receiving Party or its Representatives without breaching any of its confidentiality obligations known to the receiving Party or its Representatives; or
f)	was developed by the receiving Party or its Representatives independently of and without reference to any information communicated to the receiving Party or its Representatives by the disclosing Party.

4.06 Governing Law/Dispute Resolution. This Agreement and the rights and obligations of the Parties under it shall be governed by the laws of the State of New York, without regard to the conflicts of law principles thereof. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination and the Parties’ rights and obligations hereunder (each, a “Dispute”) shall be referred to and finally resolved by arbitration (the “Arbitration”) in the following manner:

a) The Arbitration shall be administered by the International Court of Arbitration (the “Court”) of the International Chamber of Commerce (the “ICC”);

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b)	The Arbitration shall be procedurally governed by the Rules of Arbitration of the ICC (the “ICC Arbitration Rules”) as in force at the date on which the claimant Party notifies the respondent Party in writing (such notice, a “Request for Arbitration”) of its intent to pursue Arbitration, which are deemed to be incorporated by reference and may be amended by this Section 4.06;
c)	The seat and venue of the Arbitration shall be the Borough of Manhattan in New York City and the language of the Arbitration shall be English;
d)	A Dispute subject to Arbitration shall be determined by one (1) mutually acceptable arbitrator.  If an arbitrator is not mutually agreed by the Parties within thirty (30) days after a Request for Arbitration is made, the Court of the ICC shall, at the request of either Party to the Dispute, appoint such arbitrator in accordance with the ICC Arbitration Rules; and
e)	The Parties agree that all documents and evidence submitted in the Arbitration (including any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the Parties otherwise agree in writing.  The arbitral award shall be final and binding upon the Partiesand may be enforced in any court of competent jurisdiction.

4.07 Counterparts; Facsimile Execution. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of this Agreement, a document (or signature page thereto) signed and transmitted by email or facsimile is to be treated as an original document.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

For and on behalf of Invex Casa de Bolsa S.A. de C.V., Invex Grupo Financiero
_____November 1st, 2017_______ (Date) By:/s/_Roberto Diez de Sollano Diez__ Name:   Roberto Diez de Sollano Diez Title:     Attorney in Fact	______ November 1st, 2017_______ (Date) By: _/s/ Luis Enrique Estrada Rivero _ Name:   Luis Enrique Estrada Rivero Title:     Attorney in Fact

For and on behalf of

TONGHAO INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. (通灏信息科技（上海）有限公司)

_______ November 1^st, 2017___________

(Date)

By:  ___/s/ Jie Deng_________________

(Signature)

Name:        Jie Deng

Title:          General Manager

[Signature Page to the Purchase and Sale Agreement]

SCHEDULE A

CLOSING CONDITIONS

For the purposes of Section 1.04 (“Closing”) of this Agreement, such conditions to the obligations of the Parties shall consist of the following:

The Closing

1.      Conditions to the Obligations of Each Party for the Closing: The obligations of each Party to consummate the Closing are subject to the satisfaction or waiver of the following conditions:

a) no provision of any applicable law or judgment entered by or with any governmental authority with competent jurisdiction, shall be in effect that enjoins, suspends, prohibits or materially alters the terms of the transactions contemplated by this Agreement, nor any proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to suspend, prohibit, alter, prevent or delay the Closing, shall have been instituted or being pending before any governmental authority with competent jurisdiction.

2.      Conditions to the Obligations of the Purchaser for the Closing: The obligation of the Purchaser to consummate the Closing is subject to the satisfaction or waiver of the following further conditions:

a) If required by applicable law, the Purchaser shall have obtained authorization and approval from the State Administration of Foreign Exchange in China to transfer the Purchase Price to an account outside China in order to allow Purchaser to deliver the Purchase Price to Seller pursuant to Section 1.03 of this Agreement.

b) The Seller shall have delivered to the Purchaser evidence of having transmitted irrevocable instructions to its brokers to transfer the Purchased Shares from the Seller’s brokerage accounts to the Purchaser’s brokerage accounts, pursuant to written instructions provided by the Purchaser no later than five (5) business days prior to the Closing Date to the Seller.

c) The representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects at the Closing Date.

d) Seller shall have performed all of its covenants, agreements and obligations hereunder required to be performed by it at or prior to the Closing Date.

3.      Conditions to the Obligations of the Seller for the Closing: The obligation of the Seller to consummate the Closing is subject to the satisfaction or waiver of the following further conditions:

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a) The representations and warranties of the Purchaser in this Agreement shall be true and correct in all material respects at the Closing Date.

b) The Purchaser shall have delivered to the Seller written notice that the Purchaser (i) has received approval from the State Administration of Foreign Exchange in China to transfer the Purchase Price to an account outside China or (ii) is otherwise prepared to deliver the Purchase Price on the Closing Date in accordance with applicable law.

c) The Purchaser shall have delivered to the Seller the Purchase Price in accordance with Section 1.03 of this Agreement.

d) The Purchaser shall have performed all of its covenants, agreements and obligations hereunder required to be performed by it at or prior to the Closing Date.

e) The Purchaser shall have provided to the Seller (i) a copy of the current memorandum and articles of association of the Purchaser, (ii) a copy of the Purchaser’s current China business license, and (iii) a current extract from the commercial register of the Purchaser showing the duly authorized officers/directors of the Purchaser.

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EX-99.5

Shareholders’ Agreement

Party A:  Tongding Group Co., Ltd. (通鼎集团有限公司)

Legal Representative: SHEN Xiaoping

Domicile: 8 Xiaoping Avenue, Badu Economic Development Zone, Zhenze Town, Wujiang District, Suzhou, Jiangsu Province

Party B:  Shanghai Yujing Investment Center (Limited Partnership) (上海毓璟投资中心)（有限合伙）

Legal Representative: LIU Jing

Domicile: Suite 24058, Area 1, Building No. 2, 888 Huanhu West Second Road, Nanhui New City, Pudong New Area, Shanghai

Party C:  Hangzhou Xingqiong Investment LLP (杭州星琼投资合伙企业)

Authorized Representative: CHEN Xiaoliang

Domicile: Suite 1707, Jiliang Building, Cuiyuan Sub-district, West Lake District, Hangzhou, Zhejiang Province

(Party A, Party B and Party C each a “Party” and collectively the “Parties” or the “Three Parties”)

Whereas:

 (1)          The Parties intend to establish Tonghao Information Technology (Shanghai) Co., Ltd. (“Tonghao Shanghai”) a registered capital of RMB508 million in October 2017 in China (Shanghai) Pilot Free Trade Zone.  Upon establishment of Tonghao Shanghai, Party A shall subscribe for RMB242.824 million of the registered capital of and hold 47.8% of the equity interest in Tonghao Shanghai, and each of Party B and Party C shall subscribe for RMB132.588 million of the registered capital of and hold 26.1% of the equity interest in Tonghao Shanghai.  Tonghao Shanghai’s registered capital shall be paid by installments.  In that regard, Party A has undertaken to pay RMB110,781,856 as the first installment of its subscribed capital contribution, and each of Party B and Party C has undertaken to pay RMB83,086,392 as the first installment of its subscribed capital contribution.

(2)          Tonghao Shanghai is to be established for the purpose of establishing a wholly-owned subsidiary Tonghao (Cayman) Limited (“Tonghao Cayman”) subject to receipt of the ODI approvals, which will be used as the purchaser to acquire shares in NASDAQ listed UTStarcom Holding Ltd. (UTSI) (the “Target Company”) (such purpose the “JV Purpose”).

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:

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Article 1          Corporate Governance

1.1          Shareholders’ Assembly

The shareholders’ assembly of each of Tonghao Shanghai and Tonghao Cayman shall consist of all its shareholders and shall have the following powers:

(1)          determination of the business plans and investments of the company;

(2)          election and removal of the directors and supervisors who are not worker’s representatives, and determination of the matters related to the remuneration of the directors and supervisors;

(3)          review and approval of the reports of the board of directors;

(4)          review and approval of the reports of the board of supervisors or the supervisor;

(5)          review and approval of the annual financial budget plans and final account plans of the company;

(6)          review and approval of the annual profit distribution plans and loss make-up plans of the plan;

(7)          resolution on any increase in or reduction of the registered capital of the company;

(8)          resolution on any issuance of any bonds by the company;

(9)          resolution on any merger or consolidation, split-off, dissolution, liquidation or change of form of organization of the company;

(10)        any amendment to the articles of association of the company; and

(11)        any other powers conferred by the articles of association of the company.

In case of any conflict between the powers of the shareholders’ assembly provided by the applicable laws and regulations and those specified above, the provisions of the applicable laws and regulations shall prevail.  Any resolution to be adopted by the shareholders’ assembly within its powers shall require the unanimous approval of all the shareholders.

1.2          Board of Directors

The Parties mutually agree that each of Tonghao Shanghai and Tonghao Cayman shall have a board of directors, which shall consist of four directors. Party A shall have the right to appoint two directors to each board and each of Party B and Party C shall have the right to appoint one, as further set forth in the table below.  The chairman of each board shall be appointed by Party A.  The rules of procedures of each board shall be as set forth in detail in the Rules of Procedures of the Board adopted by the relevant shareholders’ assembly.

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Table of Board Composition

	Tonghao Shanghai	Tonghao Cayman
Party A	Two directors	Two directors
Party B	One director	One director
Party C	One director	One director

1.3          Opening of Bank Accounts

All the bank accounts opened by each Tonghao Shanghai and Tonghao Cayman shall permit online banking.  Each of Party A, Party B and Party C shall keep one UKEY.  Any payment by Tonghao Shanghai or Tonghao Cayman, as the case may be, shall require the unanimous approval of all the Three Parties.

1.4          Payment of Registered Capital of Tonghao Shanghai

(1)          Amount of Subscribed Capital Contribution

(A)          Party A shall subscribe for RMB242.824 million of the registered capital of Tonghao Shanghai and shall pay RMB110,781,856 as the first installment of its subscribed capital contribution;

(B)          Party B shall subscribe for RMB132.588 million of the registered capital of Tonghao Shanghai and shall pay RMB83,086,392 as the first installment of its subscribed capital contribution; and

(C)          Party C shall subscribe for RMB132.588 million of the registered capital of Tonghao Shanghai and shall pay RMB83,086,392 as the first installment of its subscribed capital contribution,

(2)          Timing of Payment of Subscribed Capital Contribution

(A)          Timing of Payment of First Installment of Subscribed Capital Contribution:  The Parties mutually agree that they shall pay the first installment of their subscribed capital contribution on the date on which Tonghao Shanghai enters into the equity transfer agreement with any of the existing shareholders of the Target Company, i.e., E-Town International Investment, Invex Operadora CV and DASAN Networks, Inc., or any of their respective controlled entity holding the shares in the Target Company; provided that, because Party C is required to file the first installment with the Asset Management Association of China (“AMAC”), it shall be acceptable for Party C to perform such funding obligation after it has completed such filing.

(B)          Timing of Payment of Subsequent Installments of Subscribed Capital Contribution: Any subsequent installment of the subscribed capital contribution may not be contributed to Tonghao Shanghai until after the Parties have reached agreement thereon through consultations.

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(3)          Transfer of Subscribed Capital

Within one year as of the establishment of Tonghao Shanghai (the “Period of Permitted Transfer of Subscribed Capital”), a portion of the registered capital of Tonghao Shanghai subscribed by Party A equal to RMB66,040,000, representing 13% of the equity interest in Tonghao Shanghai (the “Offered Interest”), shall be transferred to a third party unanimously designated by all the Three Parties (the “Third Party Transferee of Tonghao Shanghai Subscribed Capital”), and shall be actually paid within the time limit jointly determined by all the Three Parties.  Where the Parties fail to reach agreement on the identity of the Third Party Transferee of Tonghao Shanghai Subscribed Capital or the Third Party Transferee of Tonghao Shanghai Subscribed Capital so selected fails to complete the payment of the transferred subscribed capital within the agreed time limit, the Offered Interest shall be subscribed by the Three Parties at the ratio of 4:3:3 or any other ratio otherwise determined by the Parties.

1.5          Custody of Seals

(1)          The financial seal of Tonghao Shanghai shall be in the custody of Party C;

(2)          The company seal of Tonghao Shanghai shall be in the custody of Party A; and

(3)          The legal representative seal of Tonghao Shanghai shall be in the custody of Party B.

1.6          Information Disclosure

(1)          After Tonghao Shanghai and Tonghao Cayman are established respectively, the board of directors of Tonghao Shanghai or Tonghao Cayman, as the case may be, shall provide to each shareholder of Tonghao Shanghai or Tonghao Cayman, as the case may be,

(A)          for each fiscal year, the unaudited annual financial statements of Tonghao Shanghai or Tonghao Cayman, as the case may be, no later than 60 days as of the end of such fiscal year;

(B)          for each fiscal year, the audited annual financial statements of Tonghao Shanghai or Tonghao Cayman, as the case may be, no later than 80 days as of the end of such fiscal year;

(C)          for each fiscal quarter, the unaudited quarterly financial statements of Tonghao Shanghai or Tonghao Cayman, as the case may be, no later than 30 days as of the end of such fiscal quarter;

(D)          for each fiscal month, the unaudited monthly financial statements of Tonghao Shanghai or Tonghao Cayman, as the case may be, no later than 10 days as of the end of such fiscal month;

(1)          Each shareholder of Tonghao Shanghai or Tonghao Cayman, as the case may be, shall have the right to review and check the assets, financial accounting books and other investment records of Tonghao Shanghai or Tonghao Cayman, as the case may be, during normal business hours.

1.7          Third Party Indebtedness and Guarantees

Without consent of all of its shareholders, neither Tonghao Shanghai nor Tonghao Cayman may incur any indebtedness owed to any third party nor may it provide any guarantee for the benefit of any third party.

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Article 2          Transfer of Equity Interest

The Parties mutually agree that:

2.1          From the 36^th-month anniversary (the “Reference Date A”) of the date of establishment of Tonghao Shanghai to the 30^th natural day after the Reference Date A, Party A shall have the option to give a written notice (the “Call Option Exercise Notice”) to each of Party B and C requesting that it would purchase from them no more than 50% of their respective equity interest in Tonghao Shanghai at the purchase price set forth set forth in Section 2.1.1 herein below (the “Call Option Purchase Price”) (such transaction the “Call Option Purchase”).  In other words, Party A shall have the right to purchase from each of Party B and Party C no more than its 13.05% equity interest in Tonghao Shanghai, and each of Party B and Party C shall sell to Party A its 13.05% equity interest in Tonghao Shanghai at the Call Option Purchase Price in accordance with the Call Option Exercise Notice from Party A.

2.1.1          Call Option Purchase Price

(A)          If the Target Company is still a NASDAQ listed company on Reference Date A, the Call Option Purchase Price shall be equal to an amount calculated as follows: (average per share trading price of the Target Company shares during the 120 trading days immediately prior to Reference Date A * the number of Target Company shares held by Tonghao Cayman + other effective net assets of Tonghao Shanghai other than the Tonghao Cayman shares held by it + other effective net assets of Tonghao Cayman other than the Target Company shares held by it) * the percentage of the paid-in registered capital of Tonghao Shanghai represented by the equity interest in Tonghao Shanghai to be so purchased; or

(B)          If the Target Company is no longer a NASDAQ listed company on Reference Date A, the Call Option Purchase Price shall be equal to an amount calculated as follows: (net profit of the Target Company during the preceding year as audited in accordance with PRC GAAP * (12 ~15) PE multiple + other effective net assets of Tonghao Shanghai other than the Tonghao Cayman shares held by it + other effective net assets of Tonghao Cayman other than the Target Company shares held by it) * the percentage of the paid-in registered capital of Tonghao Shanghai represented by the equity interest in Tonghao Shanghai to be so purchased, in connection with which, the actual PE multiple shall be jointly determined by the Parties with reference to the then fair market value; and

(C)          Whether under the scenario described in (A) or that in (B) above, the Call Option Purchase Price shall not be lower than the amount calculated as follows: the amount of the paid-in capital of Tonghao Shanghai net of any and all of the relevant expenses * (1+ the number of days elapsed from the date of payment of the capital contribution to Reference Date A/365 * 10%) * the percentage of the paid-in registered capital of Tonghao Shanghai represented by the equity interest in Tonghao Shanghai to be so purchased.

2.1.2          Timing of Call Option Purchase and of the Payment of Call Option Purchase Price

To the extent that the Call Option Purchase is not subject to the review or approval by any relevant regulatory authority, within 60 natural days as of Party A’s issuance of the Call Option Exercise Notice, the Parties shall take all the necessary actions and execute all the necessary documents required to consummate the execution of the relevant equity transfer agreement, payment of the Call Option Purchase Price, registration of the amended business particulars with the competent administration for industry and commerce, and any other necessary procedures; and where on the contrary, the Call Option Purchase is subject to the review or approval by any relevant regulatory authority, Party A shall make its best efforts to go through the required review and approval procedures, and all the Parties shall take all the necessary actions and execute all the necessary documents required to consummate the execution of the relevant equity transfer agreement, payment of the Call Option Purchase Price, registration of the amended business particulars with the competent administration for industry and commerce, and any other necessary procedures.

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2.2          Starting from the 60^th-month anniversary (the “Reference Date B”) of the date of establishment of Tonghao Shanghai, Party B and Party C shall have the option to jointly give a written notice (the “Put Option Exercise Notice”) to Party A requesting Party A to purchase from Party B and Party C simultaneously all of their then remaining equity interest in Tonghao Shanghai at the purchase price set forth set forth in Section 2.2.1 herein below (the “Put Option Purchase Price”) (such transaction the “Put Option Purchase”).

2.2.1          Put Option Purchase Price

(A)          If the Target Company is still a NASDAQ listed company on Reference Date B, the Put Option Purchase Price shall be equal to an amount calculated as follows: (the average per share trading price of the Target Company shares during the 120 trading days immediately prior to Reference Date B * the number of Target Company shares held by Tonghao Cayman + other effective net assets of Tonghao Shanghai other than the Tonghao Cayman shares held by it + other effective net assets of Tonghao Cayman other than the Target Company shares held by it) * the percentage of the paid-in registered capital of Tonghao Shanghai represented by the equity interest in Tonghao Shanghai to be so purchased; or

(B)          If the Target Company is no longer a NASDAQ listed company on Reference Date B, the Put Option Purchase Price shall be equal to an amount calculated as follows: (the net profit of the Target Company during the preceding year as audited in accordance with PRC GAAP * (12 ~15) PE multiple + other effective net assets of Tonghao Shanghai other than the Tonghao Cayman shares held by it + other effective net assets of Tonghao Cayman other than the Target Company shares held by it) * the percentage of the paid-in registered capital of Tonghao Shanghai represented by the equity interest in Tonghao Shanghai to be so purchased, in connection with which, the actual PE multiple shall be jointly determined by the Parties with reference to the then fair market value.

2.2.2          Timing of Put Option Purchase and of the Payment of Put Option Purchase Price

To the extent that the Put Option Purchase is not subject to the review or approval by any relevant regulatory authority, within 60 natural days as of the joint issuance by Party B and Party C of the Put Option Exercise Notice, the Parties shall take all the necessary actions and execute all the necessary documents required to consummate the execution of the relevant equity transfer agreement, payment of the Put Option Purchase Price, registration of the amended business particulars with the competent administration for industry and commerce, and any other necessary procedures; and where on the contrary, the Put Option Purchase is subject to the review or approval by any relevant regulatory authority, Party A shall make its best efforts to go through the required review and approval procedures, and all the Parties shall take all the necessary actions and execute all the necessary documents required to consummate the execution of the relevant equity transfer agreement, payment of the Put Option Purchase Price, registration of the amended business particulars with the competent administration for industry and commerce, and any other necessary procedures.

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2.3          When any Party transfers to any third party (the “Third Party Transferee of Tonghao Shanghai Equity Interest”) its equity interest in Tonghao Shanghai, the other two Parties shall have the right to transfer to the Third Party Transferee of Tonghao Shanghai Equity Interest their equity interest in Tonghao Shanghai at the same price and on the same terms in proportion to their paid-in capital contribution to Tonghao Shanghai.

Article 3          Disposal of Target Company Shares

Starting from the 36^th-month anniversary of the date of establishment of Tonghao Shanghai, each Party shall have the following rights:

Each Party shall have the right to dispose of through Tonghao Cayman, the Target Company shares represented by its Tonghao Shanghai equity interest at its sole discretion and exclusively own the proceeds obtained from such disposal.  Specifically, the number of Target Company shares that each Party may dispose of at its sole discretion shall be equal to: the number of Target Company shares held by Tonghao Cayman * percentage of such Party’s equity interest in Tonghao Shanghai.

When any Party disposes of any Target Company shares to which it has a right of disposal under this Article, neither of the other Parties may interfere therewith.  Instead, they shall render any necessary assistance therein.  Upon completion of any such disposal, the equity interest held by the disposing Party in Tonghao Shanghai shall be reduced pro rata in the manners to be determined by then by the Parties after reaching agreement through consultations.

Article 4          Default Liability

4.1          In the event that any Party breaches this Agreement, the other Parties shall have the right to bring a claim against the breaching Party for indemnity against any and all the losses suffered by the other Parties arising from such breach, including without limitation, attorney’s fee, preservation fee, notarization fee and any other related reasonable fees and expenses, as well as the profit that would otherwise be earned by the other Parties had this Agreement been duly performed; provided that, the amount of the indemnity so claimed shall not exceed the amount of the losses that the breaching Party predicted or should have predicted when it executed this Agreement.

4.2          In the event that any Party breaches this Agreement, in addition to the right to make a demand for the breaching Party’s assumption of the default liability, the other Parties shall also have the right to make a demand for the actual and full performance by the breaching Party of its obligations under this Agreement.

Article 5          Notices

5.1          The Parties may send notices by email, recorded telephone message or fax.

5.2          A notice shall be deemed to have been effectively served on the following date:

(i) on the date on which the notice is sent out by email, if the notice is sent by email;

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(ii) on the date on which the content of the notice is recorded, if the notice is sent by recorded telephone message; or

(iii) on the date on which the fax is transmitted, if the notice is sent by fax.

5.3          The contact information of each Party for the purpose of receiving notices shall be as set forth below:

Party A:

Contact Person: SHEN Cailing

Email: shencl@tongdinggroup.com

Telephone: 0512-63878826

Fax: 0512-63878826

Party B:

Contact Person: MA Jing

Email: maggie.ma@ruicuncapital.com

Telephone: 021-20748188

Fax: 021-20748199

Party C:

Contact Person: CHEN Xiaoliang

Email: 1977cxl@163.com

Telephone: 0571-56883014

Fax:

5.4          Each Party shall have the right to change its contact address at any time; provided that, it shall notify the other Parties of such change within two business days as of the occurrence of such change.

Article 6          Governing Law and Dispute Resolution

6.1          The execution, validity, interpretation and performance of and resolution of dispute arising under this Agreement shall be protected and governed by the laws of the People’s Republic of China, which for the purpose of this Agreement, shall exclude laws of Hong Kong Special Administrative Area (the “SAR”), Macau SAR and Taiwan.

6.2          In case of any dispute among the Parties arising from the performance of this Agreement, the Parties shall first attempt to resolve such dispute through consultations.  Where such dispute fails to be resolved through such consultations, any Party shall have the right to refer such dispute to Shanghai Arbitration Commission (“ACCSH”) for arbitration in China (Shanghai) Pilot Free Trade Zone in accordance with ACCSH Arbitration Rules then in effect.  An arbitral award shall be final and binding upon all the Parties.  Unless otherwise provided by the arbitral award, the fees and expenses actually paid by the Parties in connection with the arbitration, including without limitation, arbitration fee and reasonable attorney’s fee, shall be borne by the losing Party.

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Article 7          Amendment, Supplement and Rescission

7.1          This Agreement may be amended subject to mutual agreement among the Parties.

7.2          Any matter not covered hereunder may be set forth in a supplementary agreement to be further entered into among the Parties after reaching agreement through consultations.  In case of any discrepancy between this Agreement and any such supplementary agreement, such supplementary agreement shall prevail.

7.3          This Agreement after being amended (an “Amended Agreement”) and any supplementary agreement shall have the equal force and effect as this Agreement.  In case of any conflict between any Amended Agreement or any supplementary and this Agreement, such Amended Agreement or supplementary agreement shall prevail.

7.4          Unless otherwise provided herein, without unanimous consent of all the Parties, this Agreement, after being executed, may not be rescinded or terminated by any Party.

7.5          Where due to any reason on the part of any third party or force majeure, the Parties reasonably determine that the JV Purpose can not be achieved within a reasonable time limit, the Parties shall enter into amicable and bona fide negotiations in good faith about the rescission of this Agreement, the disposal of Tonghao Shanghai and Tonghao Cayman and other related matters.

Article 8          Miscellaneous

8.1          Headings used in this Agreement are for convenience only and may not be used to interpret this Agreement.

8.2          In the event that any provision of this Agreement is invalid for whatever reason, such invalidity shall not affect the validity of any other provision of this Agreement, and the Parties shall continue to perform the other provisions of this Agreement.  Where this Agreement or any provision hereof is held legally nonbinding by any competent arbitration institution or court, which has an adverse effect on any Party, the other Parties may not deny the affected Party’s economic benefit solely based thereon.  Instead, the Parties shall adopt any legally permitted alternative arrangement so as to confer on the affected Party the same or equivalent economic benefit and legal rights.

8.3          This Agreement shall take effect after being affixed with the signature (or personal name seal) of the legal or authorized representative and the company seal or contract seal of each Party.

8.4          This Agreement shall be executed in three counterparts, with each Party to hold one.  All such counterparts shall have equal legal force.

[Remainder of this page intentionally left blank]

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[Signature page, no body text on this page]

When signing this Agreement, each of the undersigned has well reviewed all the provisions of this Agreement and does not have any objection hereto, and has developed an accurate and correct understanding of the legal relationship among the parties hereto and the legal meaning of those provisions concerning the relevant rights, obligations and responsibilities of the parties hereto.

Party A:  Tongding Group Co., Ltd.
By:	/s/ Shen Xiaoping	(to be affixed with the signature or seal)
	Legal or Authorized Representative
Party B:  Shanghai Yujing Investment Center (Limited Partnership)
By:	/s/ Liu Jing	(affixed with the company seal of Party B)
	Legal or Authorized Representative
Party C:  Hangzhou Xingqiong Investment LLP
By:	/s/ Chen Xiaoliang	(to be affixed with the signature or seal)
	Authorized Representative of the Executive Partner

Date of Execution: October 24, 2017

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EX-99.6

Supplementary Agreement to Shareholders’ Agreement

Party A:  Tongding Group Co., Ltd. (通鼎集团有限公司)

Legal Representative: SHEN Xiaoping

Domicile: 8 Xiaoping Avenue, Badu Economic Development Zone, Zhenze Town, Wujiang District, Suzhou, Jiangsu Province

Party B:  Shanghai Yujing Investment Center (Limited Partnership) (上海毓璟投资中心)（有限合伙）

Legal Representative: LIU Jing

Domicile: Suite 24058, Area 1, Building No. 2, 888 Huanhu West Second Road, Nanhui New City, Pudong New Area, Shanghai

Party C:  Hangzhou Xingqiong Investment LLP (杭州星琼投资合伙企业)

Authorized Representative: CHEN Xiaoliang

Domicile: Suite 1707, Jiliang Building, Cuiyuan Sub-district, West Lake District, Hangzhou, Zhejiang Province

(Party A, Party B and Party C each a “Party” and collectively the “Parties” or the “Three Parties”)

Whereas:

 (1)          The Parties entered into a certain Shareholders’ Agreement on October 24, 2017 (the “SHA”) for the joint establishment of Tonghao Information Technology (Shanghai) Co., Ltd. (“Tonghao Shanghai”) with a registered capital of RMB508 million in China (Shanghai) Pilot Free Trade Zone.  Pursuant to the SHA, Party A shall subscribe for RMB242.824 million of the registered capital of and hold 47.8% of the equity interest in Tonghao Shanghai, and each of Party B and Party C shall subscribe for RMB132.588 million of the registered capital of and hold 26.1% of the equity interest in Tonghao Shanghai.  Tonghao Shanghai’s registered capital shall be paid by installments.  In that regard, Party A has undertaken to pay RMB110,781,856 as the first installment of its subscribed capital contribution, and each of Party B and Party C has undertaken to pay RMB83,086,392 as the first installment of its subscribed capital contribution.

(2)          Tonghao Shanghai is to be established for the purpose of establishing a wholly-owned subsidiary Tonghao (Cayman) Limited (“Tonghao Cayman”) subject to receipt of the ODI approvals, which will be used as the purchaser to acquire shares in NASDAQ listed UTStarcom Holding Ltd. (UTSI) (the “Target Company”) (such purpose the “JV Purpose”).

(3)          As of the date of this Agreement, two existing shareholders of the Target Company, i.e., DASAN Networks, Inc., a South Korean company, and Invex Operadora CV, a Mexican company (the “Existing Shareholders of the Target Company”), have reached final agreement with Tonghao Shanghai on the signing of the share purchase documents.  Furthermore, DASAN Networks, Inc. entered into the Purchase and Sale Agreement with Tonghao Shanghai, and Invex Operadora CV has indicated to Tonghao Shanghai that it expects to enter into the Purchase and Sale Agreement on October 31, 2017.

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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:

Article 1          Payment of Registered Capital of Tonghao Shanghai

1.1          Amount of Subscribed Capital Contribution

(1)          Party A shall subscribe for RMB242.824 million of the registered capital of Tonghao Shanghai and shall pay RMB110,781,856 as the first installment of its subscribed capital contribution;

(2)          Party B shall subscribe for RMB132.588 million of the registered capital of Tonghao Shanghai and shall pay RMB83,086,392 as the first installment of its subscribed capital contribution; and

(3)          Party C shall subscribe for RMB132.588 million of the registered capital of Tonghao Shanghai and shall pay RMB83,086,392 as the first installment of its subscribed capital contribution.

1.2          Timing of Payment of Subscribed Capital Contribution

(1)          Timing of Payment of First Installment of Subscribed Capital Contribution:

The Parties mutually agree that on the date on which Tonghao Shanghai enters into the equity transfer agreement with either of the Existing Shareholders of the Target Company, i.e., Invex Operadora CV and DASAN Networks, Inc., or any of their respective controlled entity holding the shares in the Target Company, i.e., October 31, 2017, Party A and Party B shall initiate the payment of the first installment of their respective subscribed capital contribution to Tonghao Shanghai and make the payment no later than November 2, 2017, and that Party C shall pay the first installment of its subscribed capital contribution within three business days following the completion of the required filing with the Asset Management Association of China (“AMAC”), but in no event later than November 30, 2017.

(2)          Other Agreements on the Payment of the First Installment of Subscribed Capital Contribution:

The Parties mutually agree that where Party C fails to satisfy its funding obligation in relation to the first installment within the agreed time limit specified in (1) above, Party A and Party B shall recalculate the percentage of the amount subscribed by each Party in the registered capital of Tonghao Shanghai based on the amount of the paid-in capital of Tonghao Shanghai as of November 30, 2017, and calculate the subsequent responsibilities and rights to be jointly assumed by the shareholders of Tonghao Shanghai.

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(3)          Any subsequent installment of the subscribed capital contribution may not be contributed to Tonghao Shanghai until after the Parties have reached agreement thereon through consultations.

Article 2          Disposal of Target Company Shares

In view of the fact that the Parties’ purpose of jointly establishing Tonghao Shanghai is to secure the position as the largest shareholder of the Target Company, conduct the corresponding industrial integration and improve the operating results of the Target Company so as to achieve the investment objective, and that Tonghao Shanghai will obtain only 13.6% of the shares in the Target Company after the execution of the Purchase and Sale Agreement with each of DASAN Networks, Inc. and Invex Operadora SA de CV and the closing of the purchase and sale of shares thereunder, the Parties mutually agree that within the 12 months following execution of this Agreement, Tonghao Cayman will keep increasing its shareholding in the Target Company by all possible lawful means and within the existing scope of authority of the decision-making body of each Party, until it becomes the largest shareholder of the Target Company.

In the event that after the end of the 12 months following the execution of this Agreement, Tonghao Cayman is unable to achieve the objective to increase the shareholding in and become the largest shareholder of the Target Company, or the value of the Target Company shares then held by Tonghao Cayman has increased by at least 20%, any Party hereto may dispose of the Target Company shares represented by its equity interest in Tonghao Shanghai at its sole discretion, and exclusively own the proceeds obtained from such disposal.  Specifically, the number of Target Company shares that each Party may dispose of at its sole discretion shall be equal to: the number of Target Company shares held by Tonghao Cayman * percentage of such Party’s equity interest in Tonghao Shanghai.

When any Party disposes of any Target Company shares to which it has a right of disposal under this Article, neither of the other Parties may interfere therewith.  Instead, they shall render any necessary assistance therein.  Upon completion of any such disposal, the equity interest held by the disposing Party in Tonghao Shanghai shall be reduced pro rata in the manners to be determined by then by the Parties after reaching agreement through consultations.

Article 3          Governing Law and Dispute Resolution

3.1          The execution, validity, interpretation and performance of and resolution of dispute arising under this Agreement shall be protected and governed by the laws of the People’s Republic of China, which for the purpose of this Agreement, shall exclude laws of Hong Kong Special Administrative Area (the “SAR”), Macau SAR and Taiwan.

3.2          In case of any dispute among the Parties arising from the performance of this Agreement, the Parties shall first attempt to resolve such dispute through consultations.  Where such dispute fails to be resolved through such consultations, any Party shall have the right to refer such dispute to Shanghai Arbitration Commission (“ACCSH”) for arbitration in China (Shanghai) Pilot Free Trade Zone in accordance with ACCSH Arbitration Rules then in effect.  An arbitral award shall be final and binding upon all the Parties.  Unless otherwise provided by the arbitral award, the fees and expenses actually paid by the Parties in connection with the arbitration, including without limitation, arbitration fee and reasonable attorney’s fee, shall be borne by the losing Party.

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Article 4          Amendment, Supplement and Rescission

4.1          This Agreement may be amended subject to mutual agreement among the Parties.  Any matter not covered hereunder may be set forth in a supplementary agreement to be further entered into among the Parties after reaching agreement through consultations.

4.2          This Agreement after being amended (an “Amended Agreement”) and any supplementary agreement shall have the equal force and effect as this Agreement.  In case of any conflict between any Amended Agreement or any supplementary and this Agreement, such Amended Agreement or supplementary agreement shall prevail.

4.3          In case of any discrepancy between this Agreement and the SHA, this Agreement shall prevail.

4.4          Unless otherwise provided herein, without unanimous consent of all the Parties, this Agreement, after being executed, may not be rescinded or terminated by any Party.

4.5          Where due to any reason on the part of any third party or force majeure, the Parties reasonably determine that the JV Purpose can not be achieved within a reasonable time limit, the Parties shall enter into amicable and bona fide negotiations in good faith about the rescission of this Agreement, the disposal of Tonghao Shanghai and Tonghao Cayman and other related matters.

Article 5          Miscellaneous

5.1          Headings used in this Agreement are for convenience only and may not be used to interpret this Agreement.

5.2          In the event that any provision of this Agreement is invalid for whatever reason, such invalidity shall not affect the validity of any other provision of this Agreement, and the Parties shall continue to perform the other provisions of this Agreement.  Where this Agreement or any provision hereof is held legally nonbinding by any competent arbitration institution or court, which has an adverse effect on any Party, the other Parties may not deny the affected Party’s economic benefit solely based thereon.  Instead, the Parties shall adopt any legally permitted alternative arrangement so as to confer on the affected Party the same or equivalent economic benefit and legal rights.

5.3          This Agreement shall take effect after being affixed with the signature (or personal name seal) of the legal or authorized representative and the company seal or contract seal of each Party.

5.4          This Agreement shall be executed in three counterparts, with each Party to hold one.  All such counterparts shall have equal legal force.

[Remainder of this page intentionally left blank]

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[Signature page of Party A for the Supplementary Agreement to the Shareholders’ Agreement, no body text on this page]

When signing this Agreement, the undersigned has well reviewed all the provisions of this Agreement and does not have any objection hereto, and has developed an accurate and correct understanding of the legal relationship among the parties hereto and the legal meaning of those provisions concerning the relevant rights, obligations and responsibilities of the parties hereto.

Party A: Tongding Group Co., Ltd.
By:	/s/ Shen Xiaoping	(to be affixed with the signature or seal)
	Legal or Authorized Representative

Date of Execution: November 1, 2017

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[Signature page of Party B for the Supplementary Agreement to the Shareholders’ Agreement, no body text on this page]

When signing this Agreement, the undersigned has well reviewed all the provisions of this Agreement and does not have any objection hereto, and has developed an accurate and correct understanding of the legal relationship among the parties hereto and the legal meaning of those provisions concerning the relevant rights, obligations and responsibilities of the parties hereto.

Party B:  Shanghai Yujing Investment Center (Limited Partnership)
By:	/s/ Wang Hongyu	(affixed with the company seal of Party B)
	Legal or Authorized Representative

Date of Execution: November 1, 2017

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[Signature page of Party C for the Supplementary Agreement to the Shareholders’ Agreement, no body text on this page]

When signing this Agreement, the undersigned has well reviewed all the provisions of this Agreement and does not have any objection hereto, and has developed an accurate and correct understanding of the legal relationship among the parties hereto and the legal meaning of those provisions concerning the relevant rights, obligations and responsibilities of the parties hereto.

Party C:  Hangzhou Xingqiong Investment LLP
By:	/s/ Chen Xiaoliang	(to be affixed with the signature or seal)
	Authorized Representative of the Executive Partner

Date of Execution: November 1, 2017

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EX-99.7

Confidential

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of November 14^th, 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).

W I T N E S S E T H :

WHEREAS, Assignor and DASAN NETWORKS, Inc. (the “Seller”), have entered into that certain Purchase and Sale Agreement, dated as of October 30, 2017 (the “Purchase Agreement”);

WHEREAS, pursuant to Section 4.02 of the Purchase Agreement, Assignor has the right to assign all of its rights and obligations under the Purchase Agreement to one or more of its affiliates;

WHEREAS, Assignee is a wholly owned subsidiary and an affiliate of Assignor; and

WHEREAS, Assignor desires to assign, transfer and convey to Assignee all of Assignor’s rights and obligations under the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein made and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.          Assignment.  Assignor hereby assigns, transfers and conveys to Assignee, effective as of the date hereof, all of Assignor’s rights and obligations under the Purchase Agreement; provided, that Assignor acknowledges and agrees that no such assignment shall release Assignor from any of its liabilities or obligations under the Purchase Agreement.

2.          Acceptance and Assumption.  Effective as of the date hereof, Assignee hereby (i) accepts the foregoing assignment, transfer and conveyance and (ii) assumes all of Assignor’s rights and obligations under the Purchase Agreement.

3.          This Agreement shall be governed by and construed in accordance with the law of the State of New York, without regard to the conflicts of law principles thereof.

4.          This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

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

TONGHAO INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. (通灏信息科技（上海）有限公司)
By:	/s/ Jie Deng
Name:	JIE DENG
Title:	General Manager

TONGHAO (CAYMAN) LIMITED
By:	/s/ Jie Deng
Name:	JIE DENG
Title:	Director

[Signature Page to Assignment and Assumption Agreement]

EX-99.8

Confidential

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of November 14^th, 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).

W I T N E S S E T H :

WHEREAS, Assignor and MIN WOO NAM (the “Seller”), have entered into that certain Purchase and Sale Agreement, dated as of October 30, 2017 (the “Purchase Agreement”);

WHEREAS, pursuant to Section 4.02 of the Purchase Agreement, Assignor has the right to assign all of its rights and obligations under the Purchase Agreement to one or more of its affiliates;

WHEREAS, Assignee is a wholly owned subsidiary and an affiliate of Assignor; and

WHEREAS, Assignor desires to assign, transfer and convey to Assignee all of Assignor’s rights and obligations under the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein made and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.          Assignment.  Assignor hereby assigns, transfers and conveys to Assignee, effective as of the date hereof, all of Assignor’s rights and obligations under the Purchase Agreement; provided, that Assignor acknowledges and agrees that no such assignment shall release Assignor from any of its liabilities or obligations under the Purchase Agreement.

2.          Acceptance and Assumption.  Effective as of the date hereof, Assignee hereby (i) accepts the foregoing assignment, transfer and conveyance and (ii) assumes all of Assignor’s rights and obligations under the Purchase Agreement.

3.          This Agreement shall be governed by and construed in accordance with the law of the State of New York, without regard to the conflicts of law principles thereof.

4.          This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

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

TONGHAO INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. (通灏信息科技（上海）有限公司)
By:	/s/ Jie Deng
Name:	JIE DENG
Title:	General Manager

TONGHAO (CAYMAN) LIMITED
By:	/s/ Jie Deng
Name:	JIE DENG
Title:	Director

[Signature Page to Assignment and Assumption Agreement]

EX-99.9

Confidential

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of November 14^th, 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).

W I T N E S S E T H :

WHEREAS, Assignor and Invex Casa de Bolsa S.A. de C.V. (the “Seller”), have entered into that certain Purchase and Sale Agreement, dated as of November 1, 2017 (the “Purchase Agreement”);

WHEREAS, pursuant to Section 4.02 of the Purchase Agreement, Assignor has the right to assign all of its rights and obligations under the Purchase Agreement to one or more of its affiliates;

WHEREAS, Assignee is a wholly owned subsidiary and an affiliate of Assignor; and

WHEREAS, Assignor desires to assign, transfer and convey to Assignee all of Assignor’s rights and obligations under the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein made and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.          Assignment.  Assignor hereby assigns, transfers and conveys to Assignee, effective as of the date hereof, all of Assignor’s rights and obligations under the Purchase Agreement; provided, that Assignor acknowledges and agrees that no such assignment shall release Assignor from any of its liabilities or obligations under the Purchase Agreement.

2.          Acceptance and Assumption.  Effective as of the date hereof, Assignee hereby (i) accepts the foregoing assignment, transfer and conveyance and (ii) assumes all of Assignor’s rights and obligations under the Purchase Agreement.

3.          This Agreement shall be governed by and construed in accordance with the law of the State of New York, without regard to the conflicts of law principles thereof.

4.          This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

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

TONGHAO INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. (通灏信息科技（上海）有限公司)
By:	/s/ Jie Deng
Name:	JIE DENG
Title:	General Manager

TONGHAO (CAYMAN) LIMITED
By:	/s/ Jie Deng
Name:	JIE DENG
Title:	Director

[Signature Page to Assignment and Assumption Agreement]