0001104659-10-004984 Sample Contracts

STOCKHOLDERS RIGHTS AGREEMENT
Stockholders Rights Agreement • February 4th, 2010 • Utstarcom Inc • Communications equipment, nec • California

This STOCKHOLDERS RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 1, 2010 by and among UTStarcom, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Schedule A hereto (the “Investors”).

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UTSTARCOM, INC. COMMON STOCK PURCHASE AGREEMENT February 1, 2010
Common Stock Purchase Agreement • February 4th, 2010 • Utstarcom Inc • Communications equipment, nec • California

This COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of February 1, 2010 by and among UTStarcom, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Schedule A hereto (the “Schedule of Purchasers”), each of which is herein referred to as a “Purchaser” and collectively, the “Purchasers.”

UTSTARCOM, INC. INVOLUNTARY TERMINATION SEVERANCE AGREEMENT
Involuntary Termination Severance Agreement • February 4th, 2010 • Utstarcom Inc • Communications equipment, nec • Hong Kong

This Involuntary Termination Severance Agreement (the “Agreement”) is made and entered into effective as of February 1, 2010 (the “Effective Date”), by and between Jack Lu (the “Employee”) and UTStarcom, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

Agreement of Entry into the Zone No.: 09BDA/SDK-R075
Utstarcom Inc • February 4th, 2010 • Communications equipment, nec

This Agreement (this “Agreement”) is made in Beijing by and between the Management Committee of Beijing Economic and Technology Development Zone (the “Zone”) of the People’s Republic of China (the “PRC”) and UTStarcom, Inc., after amicable negotiation and based on the principles of equality and mutual benefits in accordance with the relevant laws, rules and regulations of the PRC.

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