STAGE SMART LIMITED SERIES A PREFERENCE SHARES PURCHASE AGREEMENTPreference Shares Purchase Agreement • October 21st, 2010 • Utstarcom Inc • Communications equipment, nec • New York
This Series A Preference Shares Purchase Agreement is made as of the 16th day of October 2010 (the “Agreement”) by and among STAGE SMART LIMITED, a British Virgin Islands company (the “Company”), STAGE SMART (BEIJING) TECHNOLOGY LIMITED (思达齐马特（北京）科技有限公司), a wholly-foreign owned enterprise established under the laws of the People’s Republic of China (“PRC”) (the “PRC Subsidiary”), STAGE SMART (HONG KONG) LIMITED, a Hong Kong company (the “HK Subsidiary”), CRIStar (Beijing) Culture and Media Co., Ltd. (可视达（北京）文化传媒有限公司), a limited liability company established under the laws of the PRC (the “PRC Domestic Company”), UTStarcom, Inc., a Delaware company (the “Investor”) and Smart Frontier Holdings Limited, the sole shareholder of the Company (the “Shareholder”). The PRC Subsidiary, the HK Subsidiary and the PRC Domestic Company are referred to herein as the “Subsidiaries” and each, a “Subsidiary.” The Company and the Subsidiaries collectively are referred to herein as the “Group Companies” a
