Form SC 13D/A UTSTARCOM HOLDINGS CORP. Filed by: Shanghai Phicomm Communication Co., Ltd.

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May 5, 2016 5:57 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 3)

Under the Securities Exchange Act of 1934

UTStarcom Holdings Corp.

(Name of Issuer)

Ordinary Shares, Par Value US$0.00375 per share

(Title of Class of Securities)

918076100

(CUSIP Number)

Gu Guoping

Shanghai Phicomm Communication Co. Ltd.

3666 Sixian Road
Songjiang District
Shanghai, People’s Republic of China

011-86-21- 31183118

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

April 29, 2016

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).


CUSIP No. 918076100

1.	Names of Reporting Persons.
	GU GUOPING
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a)	o
				(b)	x
3.	SEC Use Only

4.	Source of Funds (See Instructions)
	AF

5.	Check 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
			11,739,932
		9.	Sole Dispositive Power
			-0-
		10.	Shared Dispositive Power
			11,739,932
11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	11,739,932

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares				o
13.	Percent of Class Represented by Amount in Row (11)

	31.7%
14.	Type of Reporting Person

	IN


CUSIP No. 918076100

1.	Names of Reporting Persons.
	Shanghai Phicomm Communication Co., Ltd.,
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a)	o
				(b)	x
3.	SEC Use Only

4.	Source of Funds (See Instructions)
	WC

5.	Check 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
			11,739,932
		9.	Sole Dispositive Power
			-0-
		10.	Shared Dispositive Power
			11,739,932
11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	11,739,932

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares				o
13.	Percent of Class Represented by Amount in Row (11)

	31.7%
14.	Type of Reporting Person

	CO


CUSIP No. 918076100

1.	Names of Reporting Persons.
	Phicomm Technology (Hong Kong) Co., Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a)	o
				(b)	x
3.	SEC Use Only

4.	Source of Funds (See Instructions)
	AF

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)				o
6.	Citizenship or Place of Organization

	Hong Kong
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
			-0-
		8.	Shared Voting Power
			11,739,932
		9.	Sole Dispositive Power
			-0-
		10.	Shared Dispositive Power
			11,739,932
11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	11,739,932

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares				o
13.	Percent of Class Represented by Amount in Row (11)

	31.7%
14.	Type of Reporting Person

	CO


CUSIP No. 918076100

1.	Names of Reporting Persons.
	The Smart Soho International Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a)	o
				(b)	x
3.	SEC Use Only

4.	Source of Funds (See Instructions)
	AF

5.	Check 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
			11,739,932
		9.	Sole Dispositive Power
			-0-
		10.	Shared Dispositive Power
			11,739,932
11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	11,739,932

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares				o
13.	Percent of Class Represented by Amount in Row (11)

	31.7%
14.	Type of Reporting Person

	CO


CUSIP No. 918076100

1.	Names of Reporting Persons.
	Chongqing Liangjian New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership)
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a)	o
				(b)	x
3.	SEC Use Only

4.	Source of Funds (See Instructions)

	WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)				o
6.	Citizenship or Place of Organization

	Peoples Republic of China
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
			-0-
		8.	Shared Voting Power
			-0-
		9.	Sole Dispositive Power
			-0-
		10.	Shared Dispositive Power
			11,739,932
11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	11,739,932

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares				o
13.	Percent of Class Represented by Amount in Row (11)

	31.7%
14.	Type of Reporting Person

	PN

The Statement on Schedule 13D filed December 14, 2015 (the “Statement”) filed by Mr. Gu Guoping, Shanghai Phicomm Communication Co., Ltd. (“Phicomm”), Phicomm Technology (Hong Kong) Co., Limited (“Phicomm HK”), The Smart Soho International Limited (“Smart Soho” and, together with Gu Guoping, Phicomm and Phicomm HK, the “Phicomm Group” ) and Chongqing Liangjian New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership) (the “Fund”) relating to the Ordinary Shares, par value US$0.00375 per share (the “Ordinary Shares”) of UTStarcom Holdings Corp., a Cayman Islands corporation (the “Issuer”), as amended by Amendment No. 1 thereto filed December 22, 2015, and by Amendment No. 2 thereto filed January 19, 2016 solely by the Phicomm Group, is hereby further amended with respect to the items set forth below in this Amendment No. 3. The members of the Phicomm Group and the Fund are sometimes referred to individually as a Filing Person and collectively as the “Filing Persons.” Otherwise, capitalized terms used herein without definition have the same meanings as those ascribed to them in the Statement.

Item 2.

Identity and Background

Item 2 of the Schedule is hereby amended by the addition of the following information:

This Schedule 13D (Amendment No. 3) is also filed by the Fund as an additional Filing Person. For certain information regarding the Fund and certain rights held by the Fund under the Subscription Agreement and the Acquirer's Memorandum and Articles of Association which may provide the Fund with beneficial ownership of the Issuer's Ordinary Shares, see the Schedule 13D as filed by the Phicomm Group and the Fund on December 14, 2015.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule is hereby amended by the addition of the following information:

On April 29, 2016, the Phicomm Group entered into a Supplemental Agreement amending the Subscription Agreement between the Phicomm Group and the Fund (the “Supplemental Agreement”). Pursuant to the Supplemental Agreement, the Phicomm Group committed to complete the capitalization of the Acquirer in accordance with the requirements of the Subscription Agreement and the Acquirer’s purchase of all 11,739,932 Ordinary Shares from the Sellers by June 30, 2016.

In connection with their execution of the Supplemental Agreement, as additional security for the performance of the Phicomm Group’s obligations under the Supplemental Agreement and Shanghai Phicomm’s obligation to repurchase the shares of the Acquirer held by the Fund in accordance with the requirements of the Subscription Agreement, the Phicomm Group made certain additional commitments to the Fund and entered into the certain additional agreements with the Fund, as follows:

Phicomm HK agreed to complete the procedures necessary to pledge its shares in Acquirer to the Fund within 15 working days after capitalizing the Acquirer;

Shanghai Phicomm agreed to pledge RMB 300 million aggregate amount of accounts receivable to the Fund. The Supplemental Agreement provides that Shanghai Phicomm and the Fund will negotiate the details of the pledge, including identification of the accounts to be pledged, as soon as possible and enter into a Receivable Charge Agreement before June 30, 2016;

Shanghai Phicomm entered into an Equity Charge Agreement with the Fund in which it also agreed to pledge its shares in Phicomm HK and to complete the procedures for the pledge by May 6, 2016 (“the Equity Charge Agreement”);

Acquirer entered into an Equitable Mortgage with the Fund pursuant to which Acquirer has agreed to pledge the 5,000,000 Ordinary Shares that it owns and to complete the required pledge procedures by May 6, 2016 (“the Equitable Mortgage"); and

Mr. Gu Guoping entered into a Guarantee Contract (the “Guarantee”) pursuant to which Mr. Gu Guoping guaranteed the Phicomm Group’s obligations under the Supplemental Agreement and Phicomm’s repurchase obligations under the Subscription Agreement.

Under the terms of the foregoing documents, Acquirer’s pledge of 5,000,000 Ordinary Shares will be released upon the later to occur of Acquirer’s completion of its purchase of the remaining 6,739,932 Ordinary Shares from the Sellers and Phicomm HK’s completion of its pledge of its shares of Acquirer to the Fund. However, following the Fund’s release of the pledge of Acquirer’s Ordinary Shares, the Fund will retain the right to enforce Phicomm’s pledge of its shares in Phicomm HK and/or Phicomm HK’s pledge of its shares in the Acquirer if the Phicomm Group does not perform their obligations under the Subscription Agreement, as amended by the Supplemental Agreement (including Phicomm’s obligation to repurchase the Fund’s shares in Acquirer in accordance with the Subscription Agreement). Enforcement of either pledge would result in the Fund becoming the sole direct or indirect shareholder of Acquirer and, therefore, the sole beneficial owner of all of the Issuer’s Ordinary Shares held by Acquirer.

Pursuant to the Supplemental Agreement, the Filing Parties also confirmed that execution of the Supplemental Agreement does not affect Phicomm’s obligations under the Subscription Agreement to repurchase the Fund’s shares in Acquirer. The Supplemental Agreement provides that if the Filing Parties do not complete the capitalization of Acquirer and the purchase of the remaining Ordinary Shares by June 30, 2016 or fail to perform their other obligations under the Supplemental Agreement or any of the other agreements described above, the Fund can accelerate Phicomm’s obligation to purchase the Fund’s shares in Acquirer. For information regarding the Fund’s right to require Phicomm to purchase the shares in Acquirer held by the Fund, see Item 6 of the Filing Persons’ Schedule 13D as originally filed. Phicomm has agreed to pay the Fund CNY 3,000,000 upon any breach of the Supplemental Agreement or any of the other agreements entered into by any of the Filing Parties in connection with the Supplemental Agreement.

The foregoing descriptions in this Item 6 of certain material terms of the Supplemental Agreement, the Equitable Charge Agreement, the Equitable Mortgage and the Guarantee are not complete and are qualified in their entirety by reference to the full text of such agreements, each of which is an exhibit to this Schedule 13D (Amendment No. 3) and is hereby incorporated by reference into this Item 6. See Item 7.

In connection with Acquirer’s pledge of its 5,000,000 Ordinary Shares to the Fund and Phicomm’s agreement to pledge its shares of Phicomm HK to the Fund, the Acquirer and Phicomm HK requested and obtained from the Shah Sellers a waiver of the restrictions on pledges and other dispositions of the Ordinary Shares contained in the Purchase Agreement. A copy of the waiver letter is an exhibit to this Schedule 13D (Amendment No. 3) and is hereby incorporated by reference into this Item 6. See Item 7.

Item 7.

Material to be Filed as Exhibits

The following documents are filed as exhibits to this Schedule 13D:

Exhibit No.	Document

99.8	English translation of Supplemental Agreement dated April 29, 2016 among Chongqing Liangjian New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership), Shanghai Phicomm Communication Co., Ltd., Phicomm Technology (Hong Kong), Limited and The Smart Soho International Limited.
99.9	English translation of Equity Charge Agreement dated April 29, 2016 between Chongqing Liangjian New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership) and Shanghai Phicomm Communication Co., Ltd.
99.10	English translation of Guarantee Contract dated April 29, 2016 between Chongqing Liangjian New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership) and Gu Guoping
99.11	Equitable Mortgage dated April 29, 2016 between The Smart Soho International, as Chargor and Chongqing Liangjian New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership), as Chargee.
99.12	Waiver and Consent Letter dated April 25, 2016

Signatures

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

Dated: May 5, 2016

SHANGHAI PHICOMM COMMUNICATION CO., LTD.

By:	/s/	Gu Guoping
Name:		Gu Guoping
Title:		Chairman

PHICOMM TECHNOLOGY (HONG KONG) CO., LIMITED.

By:	/s/	Gu Guoping
Name:		Gu Guoping
Title:		Sole Director

THE SMART SOHO INTERNATIONAL LIMITED

By:	/s/	Gu Guoping
Name:		Gu Guoping
Title:		Sole Director

GU GUOPING, individually

/s/		Gu Guoping
Name:		Gu Guoping

CHONGQING LIANGJIAN NEW AREA Strategic Emerging Industries Equity Investment Fund Partnership (Limited LIABILITY Partnership)

By:	/s/	Zhang Jun
Name:		Zhang Jun
Title:		Executive Partner Representative

Exhibit 99.8

Equity Capital Increasing Agreement

Supplemental Agreement

Party A: Chongqing Liangjiang New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership)

Domicile: No. 19, Yinglong Av., Longxing Town, Yubei District, Chongqing

Director: Zhang Jun

Liaison: Long Zhenzhu

Tel.: 023-63088083

Address: 21F, Building T2, No. 2, Jiangbeizui Financial City, Jiangbei District, Chongqing

Party B: Shanghai Phicomm Communication Co., Ltd.

Domicile: No. 3666, Sixian Road, Songjiang District, Shanghai

Legal Representative: Gu Guo Ping

Liaison: Gu Wenyuan

Tel.: 021-31183118

Address: No. 3666, Sixian Road, Songjiang District, Shanghai

Party C: Phicomm Technology (Hong Kong) Co., Ltd.

Domicile: Suite 1205-6, ICBC Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong

Person in charge: Gu Guoping

Liaison: Gu Wenyuan

Tel.: 021-31183118

Address: No. 3666, Sixian Road, Songjiang District, Shanghai

Party D: The Smart Soho International Limited

Domicile: PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands

Person in charge:Gu Guoping

Liaison: Gu Wenyuan

Tel.: 021-31183118

Address: No. 3666, Sixian Road, Songjiang District, Shanghai

Whereas:

On December 2, 2015, Parties A, B, C and D signed Equity Capital Increasing Agreement (hereinafter referred to as Equity Capital Increasing Agreement). According to the agreement, Party A contribute capital of USD 28,175,836.80 to Party D, and Party C contribute capital of USD 42,263,755.20 to Party D so that Party D can buy 11,739,932 ordinary shares of UTStarcom from its shareholder including Shah Capital Management (hereinafter referred to as ” Equity Transferor”). After capital increase, Party A holds 40% of Party D’s equity and Party C holds 60% of Party D’s equity.

After Party A contributed the capital to Party D according to above agreement, Party C fails to complete capital increase in full to Party D within the period specified in Equity Capital Increasing Agreement, and Party D fails to buy all of above shares of UTStarcom on schedule. Considering the delay of Party B, Party C and Party D in acquisition of UTStarcom shares under Equity Capital Increasing Agreement, four parties sign Supplemental Agreement on 29 April 2016 in Chongqing as follows.

Parties B, C and D undertake and guarantee that Party C contribute USD 40,439,592 to Party D in full not later than June 30, 2016, whereas Party D shall complete the delivery procedures for the undelivered portion of 11,739,932 ordinary shares held by the share transferor in UTStarcom not later than June 30, 2016.. Party C shall complete the charge procedure of 60% of its equity in Party D with Party A as Chargee within 15 working days upon payment aforesaid to Party D, and pay all cost incurred thereon so that Party A can become the legal chargee of above equity. For avoidance of doubt, four parties agree that execution hereof does not affect the right of Party A to require Party B to buy all shares of Party D held by Party A according to Article 6 of Equity Capital Increasing Agreement, and require Parties B, C and D and relevant guarantee to bear corresponding responsibilities.

II.

To ensure proper performance of their obligations under Equity Capital Increasing Agreement and Supplemental Agreement by Parties B, C and D, and ensure that Party B redeem the equity and Party A can receive the payment of redemption, and reasonable cost from realization of the creditor’s rights smoothly, Parties B, C and D thereby agree to provide additional guarantee to Party A:

(I)

Party B agrees to charge the account receivables amounting to no less than RMB300 million to Party A.

Negotiation between Party A and B on such details as charge method on account receivables and registration of charge on account receivables shall be carried out as soon as possible. Party B shall provide Party A with a list of account receivables amounting no less than RMB300 million whose payer shall also be acknowledged by Party A, as attachment to Receivable Charge Agreement to be executed by Party A and B before 30 June 2016.

(II)

Party B shall charge its shares in Party C as guarantee.

	1.	Party C warrant to cooperate with Party A to complete all procedures for charging equity of Party C before 6 May, 2016 (including but not limited to execution of relevant contracts, the approval, registration or filling, etc. with competent departments or local administrative and functional departments) so that the charge becomes effective and Party A can become the Chargee of above equity smoothly, and provide Party A with relevant evidences and documents indicating completion of the registration

	2.	In the process of equity charge, if relevant party (including but not limited to relevant commercial registration authority of Hong Kong, etc.) is required to cooperate, or local intermediary or professional institute should be employed to assist, Party B shall be responsible for disposal of above matters and payment of relevant costs, and procure all parties to coordinate and perfect relevant procedures, without deliberate delay in completion of the procedure.

	3.	Relevant costs from equity charge (including but not limited to registration fees, legal fees, announcement fee, notary fees, travel expenses, accommodation cost, postage fees, cost for intermediary, cost for third party or its employees, and administrative cost, other taxes and fees paid to relevant administrative departments or institutions) shall be borne by Party B.

(III)

Party D shall provide charge to Party A on 5 million shares held by it in UTStarcom.

	1.	Party D warrants to cooperate with Party A to complete all procedures charging its 5 Million shares of UTStarcom before 6 May, 2016 (including but not limited to execution of contracts with relevant parties, approval, registration or filling, etc. with competent department or local administrative and functional authorities) so that the charge becomes effective and Party A can become the Chargee of above equity smoothly, and provide Party A with relevant evidences and documents indicating completion of the registration

	2.	In the process of equity charge, if approval and cooperation of UTStarcom and its shareholders, or affiliated parties (including but not limited to Securities and Exchange Commission of USA, NASDAQ Security Transaction Registration Authority, etc.) are required, or local intermediary or professional institute should be employed to assist, Party D shall be responsible for disposal of above matters and payment of relevant costs, procure all parties to coordinate and perfect relevant procedures, without deliberate delay in completion of the procedure.

	3.	Relevant costs from equity charge (including but not limited to registration fees, legal fees, announcement fee, notary fees, travel expenses, accommodation cost, postage fees, cost for intermediary, cost for third party or its employees, and administrative cost, other taxes and fees paid to relevant administrative departments or institutions) shall be borne by Party D.

(IV)

Gu Guoping, the actual controller of Party B, shall provide joint and several guarantee. Party B, Party C and Party D shall procure the actual controller of Party B to provide joint and several guarantee to Party A for all possible debts under Equity Capital Increasing Agreement and Supplemental Agreement, which may be borne by Party B, Party C and Party D to Party A.

	1.	Party B shall procure Gu Guoping to sign Guarantee Contract with Party A upon execution hereof, and specify followings in Guarantee Contract, including but not limited to: (1) the Guarantor knows and agrees to provide joint guarantee for all debts of Party B, Party C and Party D under Equity Capital Increasing Agreement and Supplemental Agreement; (2) Party A shall be entitled to modify Guarantee Contract according to actual situations.

	2.	Relevant costs from execution of Guarantee Contract (including but not limited to registration fee, lawyer fee, announcement fee, notarial fee, travel expense, hotel expense, post fee, the costs of intermediary employed, the third party or employee, and administrative expense and other taxes which should be paid to relevant governmental department or organization, etc.) shall be borne by Party B.

(V)

Supplementary guarantee measures set forth in Article II hereof shall cover:

	1.	The amount payable to Party A for repurchase of the equity held by Party A due to Party B’s violation of Equity Capital Increasing Agreement or Supplemental Agreement as well as its Overdue Fine.

	2.	3,000,000 CNY payable to Party A as Default Fine in Article 4 hereof and corresponding Overdue Fine, which shall be paid by Party B to Party A due to breach of Equity Capital Increasing Agreement or Supplemental Agreement by Party B, Party C or Party D.

	3.	All compensations paid by Party B to Party A for losses of Party A from breach of Equity Capital Increasing Agreement or Supplemental Agreement by Party B, Party C or Party D.

All costs from realizing above creditor’s rights on account of asserting a claim by Party A.

III.

Except the advance repurchase of equities in Equity Capital Increasing Agreement, in the case of failure to provide any supplementary guarantee timely and complete relevant procedures, or any fraud, concealing or fiction or discrepancy of facts in supply of supplementary guarantee measures by Party B, Party C or Party D, or failure to complete the equity purchase within deadline agreed in Article 1 of this Supplementary Agreement, or Default of Gu Guoping under Guarantee Contract signed with Party A, or failure of Party B, Party C and Party D or Gu Guoping, to exercise the right of guarantee under corresponding contract at the request of Party A, Party A can require Party B anytime to purchase all its equities in Party D according to relevant provisions in Article 6 of Equity Capital Increasing Agreement, exempted from the restrictions on equity purchase or payment deadline under Equity Capital Increasing Agreement, and require Party B, Party C and Party D and relevant guarantor to undertake corresponding responsibility.

IV.

Party A shall be entitled to claim additional 3,000,000 CNY as Default Fine against Party B, which should be paid within 15 days, if Party B, Party C or Party D breaches Supplementary Agreement or Annexes hereto. The overdue interest shall be calculated at the rate of 10% per annum. Party C and Party D shall undertake joint and several obligation of payment. Above Default Fine shall be minimal estimation of possible losses of Party A from breach of contract by Party B, Party C or Party D. Therefore, any party shall not reduce above Default Fine with excuses such as serious misunderstanding, obvious unfairness, etc.

Anything unmentioned herein shall be subject to Equity Capital Increasing Agreement signed by four parties; Supplementary Agreement shall prevail in the case of confliction with Equity Capital Increasing Agreement.

VI.

Supplementary Agreement is in octuplicate, effective after signing and affixing seal by authorized representative of each party, held by each party equally, with same legal force.

Appendix I: Guarantee Contract

Appendix II: Equity Charge Agreement

Appendix III: Equitable Mortgage

(No Text Below, Execution Page of Supplementary Agreement to Equity Capital Increasing Agreement)

	Party A

	Signature:	/s/ Zhang Jun
	Authorized Signatory: Zhang jun
	Title: Executive Partner Representative
	Address for Service:

	Party B

	Signature:	/s/ Gu Guoping
	Authorized Signatory: Gu Guoping
	Title: Chairman
	Address for Service:

	Party C

	Signature:	/s/ Gu Guoping
	Authorized Signatory: Gu Guoping
	Title: Sole Director
	Address for Service:

	Party D

	Signature:	/s/ Gu Guoping
	Authorized Signatory: Gu Guoping
	Title: Sole Director
	Address for Service:

Exhibit 99.9

Equity Charge Agreement

Party A: Chongqing Liangjiang New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership)

Domicile: No. 19, Yinglong Av., Longxing Town, Yubei District, Chongqing

Director: Zhang Jun

Liaison: Long Zhenzhu

Tel.: 023-63088083

Address: 21F, Building T2, No. 2, Jiangbeizui Financial City, Jiangbei District, Chongqing

Party B: Shanghai Phicomm Communication Co., Ltd.

Domicile: No. 3666, Sixian Road, Songjiang District, Shanghai

Legal Representative: Gu Guoping

Liaison: Gu Wenyuan

Tel.: 021-31183118

Address: No.3666, Sixian Road, Songjiang District, Shanghai

Whereas:

On December 2, 2015, Parties A and B, Phicomm Technology (Hong Kong) Co., Ltd. (hereinafter referred to as Hong Kong Phicomm), and The Smart Soho International Limited (hereinafter referred to as “Smart Soho”) signed Equity Capital Increasing Agreement (hereinafter referred to as Equity Capital Increasing Agreement). According to the agreement, Party A contributes USD 28,175,836.80 to Party D Smart Soho, and Hong Kong Phicomm contributes USD 42,263,755.20 to Smart Soho so that Smart Soho can buy 11,739,932 ordinary shares of UTStarcom from its shareholder including Shah Capital Management (hereinafter referred to as “Equity Transferor”). After capital increase, Party A holds 40% of Smart Soho’s equity and Hong Kong Phicomm holds 60% of Smart Soho’s equity.

After Party A contributes the capital to Smart Soho according to above agreement, Hong Kong Phicomm fails to complete capital increase in full to Smart Soho within the period specified in Equity Capital Increasing Agreement, and Smart Soho fails to buy all of above shares of UTStarcom as scheduled. Considering the delay of Party B, Hong Kong Phicomm and Smart Soho in acquisition of UTStarcom shares under Equity Capital Increasing Agreement, Party A and Party B reached agreements on 29 April 2016 in Chongqing as follows.

Article 1 Main Contract

Party B knows and acknowledges Equity Capital Increasing Agreement signed by Party A and Party B, Hong Kong Phicomm as well as Smart Soho, Supplemental Agreement signed by above parties on 29 April 2016, and relevant contacts.

Party B knows the obligations of Party B, Hong Kong Phicomm and Smart Soho under Equity Capital Increasing Agreement and relevant documents (including but not limited to Supplemental Agreement, modification agreement, mediation documents, written judgment, etc.) [Equity Capital Increasing Agreement and relevant documents are referred to as “Main Contract” hereinafter], and the joint liabilities of Hong Kong Phicomm and Smart Soho (including but not limited to redemption obligations or obligations to refund investment and compensate for loss, etc.).

Party A knows that Shanghai Phicomm and Hong Kong Phicomm promise to contribute USD 40,439,592 in full not later than June 30, 2016, whereas Smart Soho shall complete the delivery procedures for the undelivered portion of 11,739,932 ordinary shares held by the share transferor in UTStarcom not later than June 30, 2016.

In the case of change in liability of Default, type and amount of compensation and payment responsibility in default, calculation method of Default Fine, interest rate adjustment, period adjustment, triggering conditions, payment or repayment modes under Main Contract, relevant document confirmed by more than one parities including Party A, Party B, Hong Kong Phicomm and Smart Soho shall apply(including but not limited to supplemental agreement, agreement modification, mediation documents, written judgment, etc.). Party B irreversibly and unconditionally acknowledges the change in guarantee rights and obligations caused by the change of above documents.

Article 2 Charged Equity

For the purpose hereof, the charged equity refers to 100% of the equity held by Party B in Hong Kong Phicomm.

As of execution hereof, the charged equity is not involved with any existing or impending lawsuit, arbitration or administrative procedure, charge, mortgage or other encumbrances or other third party rights, or sealing, freezing, detention, execution, and other compulsory measure or security measures of court, arbitral institution or other authorities; and the charged equity is the property legally held by the Chargor and may be disposed according to this agreement.

Article 3 About Equity Charge

Party B undertakes that Party B irrevocably charges 100% of Hong Kong Phicomm’s equity held legally by Party B, with Party A as Chargee, after consent, approval and authorization of Party B’s internal organization of authority, without any legal defect.

Party B undertakes that, from effectiveness hereof to 6 May, 2016, 100% of Hong Kong Phicomm’s equity held legally by it is charged to Party A, all procedures for equity Charge are completed (including but not limited to execution of contracts, approval, registration or filling, etc. with competent department or local administrative and functional department) so that the charge becomes effective and Party A can become the Chargee of above equity smoothly, relevant evidences and documents indicating completion of registration is provided to Party A, the charged equity is recorded in Register of Shareholders, and the equity certificate is kept by Party A.

Parties confirm and agree that, during the charge period, without written consent of Party A, Party B shall not dispose 100% equities of Hong Kong Phicomm in any form wholly or partially (including but not limited to transfer, gifting, charge), and not modify the equity structure, amount of shares, total amount of shares, share nature of Hong Kong Phicomm (including but not limited to share splitting, share exchange, share reduction, etc.) in any form.

From execution hereof to the termination of the Charge hereunder, without written consent of the Chargee, the Chargor shall ensure that Hong Kong Phicomm does not engage in any activity with material adverse effect on the assets, business or responsibility of the Chargor , or take any action with material adverse effect on the assets, business or responsibility of Hong Kong Phicomm.

If any event occurs or similar notice is serviced, with material adverse effect on the charged equity or its right, or which may change in obligation of the Chargor hereunder. In such case, the Chargor should notify the Chargee timely and act according to reasonable instruction of the Chargee.

Parties confirm and agree that during the charge period, Party A must be informed of all board resolutions of Hong Kong Phicomm within three days after they are made.

Parties confirm and agree that, during the charge period, without written consent of Party A, Party B shall exercise the stockholder’s right to ensure Hong Kong Phicomm not to distribute profit in any form.

Parties confirm and agree that, during the charge period, Party A shall be entitled to require Party B anytime to obtain Articles of Association, financial statements and relevant documents of Hong Kong Phicomm by exercising stockholder’s right.

Except for the guarantee mode specified herein, if other guarantee is provided under Main Contract, Party A shall be entitled to preferentially exercise the guarantee right hereunder. Party B shall not require Party A to preferentially exercise other guarantee right (including the guarantee provided by Party B, Hong Kong Phicomm and Smart Soho). If Party A waives or modifies other guarantee under Main Contract for any reason, Party B agrees that its guarantee liability hereunder is not exempted or reduced.

10.

Even if one or more documents under Main Contract is judged to be invalid for any reason, Party B irreversibly agrees to bear guarantee liability to Party A for all legal liability and payment obligation of Party B, Hong Kong Phicomm and Smart Soho specified in such documents.

11.

During completion of the charge procedure, relevant party (including but not limited to relevant commercial registration authority of Hong Kong, etc.) is required to cooperate, or it is required to employ local intermediary or professional institute where equity is registered, Party B shall be responsible for handling above matters and pay relevant costs, procure all parties to cooperate and perfect relevant procedures, and not delay the completion of procedures deliberately with such excuse.

12.

Relevant costs from equity charge (including but not limited to registration fees, legal fees, announcement fee, notary fees, travel expenses, accommodation cost, postage fees, cost for intermediary, cost for third party or its employees, and administrative cost, other taxes and fees paid to competent administrative departments or institutions,) shall be borne by Party B.

Article 4 Scope of Charge Guarantee

Amount repaid (paid) for redemption, investment refunded, and compensation, Default Fine, interest or default interest paid by all parties to Party A under Main Contract.

Costs (Legal fare, arbitration fee, compulsory execution fee, security expenses, guarantee cost, announcement fee, service fee, counsel fee, valuation fee, appraisal fee, auction fee, notary fees, travel expenses, telecommunication fee, printing fee, etc) and other expenses incurred by Party A for realization of the creditor’s rights under Main Contract as well as all other payables.

Party B shall bear joint and several liability for settlement within above charge scope, and fully understands and accepts component of above costs or the calculation method and determination standard specified in relevant documents, and waives defense in pretext of against too high costs or unreasonable amount.

Article 5 Realization of Charge Right

If Party B, Hong Kong Phicomm or Smart Soho fails to perform relevant contractual obligations under Main Contract, Party A shall be entitled to dispose the charged equity hereunder according to relevant laws and regulations.

If disposal proceedings of the charged equity is not enough to repay the debt and cost, Party A shall be entitled to claim the difference legally.

Article 6 Termination of Charge Right

Parties confirm and agree that the charge right hereunder shall be terminated in one of following cases:

The charge right hereunder will be terminated if Party B, Hong Kong Phicomm and Smart Soho does not breach Main Contract and fulfill their obligations under Main Contract.

If Party B provides equivalent guarantee or charge after written consent of Party A, which is enough to replace the equity charge hereunder with written acknowledge of Party A, and relevant registration procedures are completed, then the charge right hereunder can be terminated.

Article 7 Warranty and Undertaking

Each party warrants to the other party that it has obtained all necessary authorizations, and all necessary approvals or authorizations have been obtained in execution hereof (including but not limited to governmental approval, approval or authorization of Board of Shareholders and Board of Directors). After execution and stamping hereof, either party shall not allege that the Agreement is invalid for no approval or authorization is obtained.

Each party warrants to the other party that its execution and performance hereof do not violate other contract, agreement and legal instrument signed with other parties. After effectiveness hereof, either party shall not allege that the Agreement is invalid or refuse to perform its obligation hereunder in the pretext of no necessary authorization for execution hereof or violation of other contract, agreement and legal instrument signed between other parties.

Article 8 Responsibility of Default

After execution hereof, Parties shall perform its obligation actively, any violation hereof and warranty clauses shall constitute default, and Default Party shall compensate for the loss of Non-default Party wherefrom.

Article 9 Applicable Law and Settlement of Dispute

The execution, validity, modification, construction, perforation, and termination hereof, and settlement of any dispute arising from or in connection herewith shall be governed by and construed according to law of People’s Republic of China (for the avoidance of doubt, only including Chinese Mainland, excluding the laws of Hong Kong and Macao Special Administrative Regions and Taiwan).

Any dispute arising from or in connection herewith, including the existence, validity or termination hereof, shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC) for arbitration based on its arbitration rule (“Rule”). According to the rule, three (3) arbitrators shall be appointed for final settlement. The venue of arbitration shall be Beijing. If the rule is unavailable, the applicable local procedure shall apply. The award of arbitration court, including arbitration on arbitration fees, shall be final and binding on Parties. Except for the provisions submitted for arbitration, other provisions hereof shall continue to be performed, however, the arbitration procedure does not hinder either party from exercising its right to terminate the Agreement.

Article 10 Modification and Termination hereof

During the valid period hereof, the Agreement can be modified or terminated by consensus between Parties.

For modification and termination hereof, a written agreement must be concluded by consensus between Parties, and effective upon completion of necessary procedures such as execution thereof and seal affixation with seal thereon.

Article 11 Notice and Service

Any notice or all communications in connection with the Agreement, including but not limited to lawsuit and arbitration instruments, shall be delivered to other party in written according to the address provided in the first page hereof. In the case of change in its address and telephone, the party shall give a written notice to the other party within ten days, otherwise, other party shall be deemed to have performed notice obligation upon giving the notice according to previous address, and the changing party shall bear corresponding legal liability.

If one party holds that the headline in the mail cover is inconsistent with text of the mail, the party shall give a written notice to the other party within three working days after reception of the mail, failing which the mail cover shall be deemed consistent with text of the mail.

For delivery of any notice or all communications in connection with the Agreement (including but not limited to all data, notice, and other instruments issued by the arbitration agency, or written data issued by the court), the return date shall be deemed as the delivery date if they are returned for any reason including the rejection or error address of the other party or its agent, etc.

Article 12 Execution, Effectiveness and Others

The Agreement may be executed in 3 counterparts, held by each party and one for registration purpose. Each counterpart has same legal force. Party A and Party B acknowledge terms and conditions hereof without any objection or doubt hereto.

Special Tips: Party B confirms that it has understood all provisions hereof fully and accurately, without any misleading, ambiguity or threat that violates Party B’s true intention due to coerce. Execution hereof does not influence the rights of Party A to require Party B to buy all shares held by Party A in Smart Soho according to Article 6 of Equity Capital Increasing Agreement, and require Party B, Shanghai Phicomm, Hong Kong Phicomm, Smart Soho and relevant guarantor to bear corresponding responsibilities.

Party A (Seal):

Chongqing Liangjiang New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership)

Director (Authorized Representative): Zhang Jun

/s/ Zhang Jun

Executive Partner Representative

Party B (Seal): Shanghai Phicomm Communication Co., Ltd.

Legal Representative (Authorized Representative): Gu Guoping

/s/ Gu Guoping

Chairman

Annexes:

1. Equity Capital Increasing Agreement

2. Supplemental Agreement to Equity Capital Increasing Agreement

Exhibit 99.10

Guarantee Contract

Party A: Chongqing Liangjiang New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership)

Domicile: No. 19, Yinglong Av., Longxing Town, Yubei District, Chongqing

Director: Zhang Jun

Liaison: Long Zhenzhu

Tel.: 023-63088083

Address: 21F, Building T2, No. 2, Jiangbeizui Financial City, Jiangbei District, Chongqing

Party B: Gu Guoping

ID Card No.: 310227197705171615

Address: Room 601, No.38, Lane 838, Liangcheng Road, Hongkou District, Shanghai

Tel.: 021-31183118

Liaison: Gu Wenyuan

Contact Data: 021-31183118

Address: No. 3666, Sixian Road, Songjiang District, Shanghai

Whereas:

On December 2, 2015, four parties Chongqing Liangjiang New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership) (hereinafter referred to as “Party A”), Shanghai Phicomm Communication Co., Ltd. (hereinafter referred to as “Shanghai Phicomm”), Phicomm Technology (Hong Kong) Co. Ltd. (hereinafter referred to as “Hong Kong Phicomm”) and The Smart Soho International Limited (hereinafter referred to as “Smart Soho”) signed Equity Capital Increasing Agreement (hereinafter referred to as Capital Increase Agreement). According to the agreement, Party A contributes USD 28,175,836.80 to Smart Soho, and Hong Kong Phicomm contributes USD 42,263,755.20 to Smart Soho so that Smart Soho can buy 11,739,932 ordinary shares of UTStarcom from its shareholder including Shah Capital Management (hereinafter referred to as “Equity Transferor”). After capital increase, Party A holds 40% of Smart Soho’s equity and Hong Kong Phicomm holds 60% of Smart Soho’s equity.

After Party A contributed the capital to Smart Soho according to above agreement, Hong Kong Phicomm fails to complete capital increase in full to Smart Soho within the period specified in Capital Increase Agreement, and Smart Soho thus fails to buy all of above shares of UTStarcom as scheduled. Considering Shanghai Phicomm, Hong Kong Phicomm and Smart Soho delays in buying the shares of UTStarcom according to Capital Increase Agreement, to guarantee Party A’s interest in Capital Increase Agreement, Party B provides Party A with irrevocable joint guarantee for possible breach of contract, liability of compensation, or payment obligation of Shanghai Phicomm, Hong Kong Phicomm and Smart Soho under Capital Increase Agreement and relevant documents (including but not limited to supplemental agreement, modification agreement, mediation documents, written judgment, etc.) [Capital Increase Agreement and relevant documents are referred to as “Main Contract” hereinafter]. To define Parties’ rights, obligations and Responsibility of Default, Party A and Party B conclude following conditions and terms in Chongqing on 29 April, 2016 on the basis of free will, fairness, equity, good faith and in other legal principle after friendly consultation.

Article 1 Main Contract

1.1

Party B knows and acknowledges Capital Increase Agreement signed by Party A and Shanghai Phicomm, Hong Kong Phicomm and Smart Soho, the supplemental agreement signed by above parties on 29 April, 2016, and relevant contacts.

1.2

Party B knows relevant obligations of Shanghai Phicomm under Main Contract, and the joint liabilities of Hong Kong Phicomm and Smart Soho (including but not limited to redemption obligations and obligations to refund investment and compensate for loss, etc.).

1.3

1.4

In the case of change in liability of Default, type and amount of compensation and payment responsibility in default, calculation method of Default Fine, interest rate adjustment, period adjustment, triggering conditions, payment or repayment modes under Main Contract, relevant document confirmed by more than one parities including Party A, Shanghai Phicomm, Hong Kong Phicomm and Smart Soho shall apply (including but not limited to supplemental agreement, agreement modification, mediation documents, written judgment, etc.). Party B irreversibly and unconditionally acknowledges the change in guarantee rights and obligations caused by the change of above documents.

Article 2 Guarantee Scope

2.1

Scope of Party B’s Guarantee:

2.1.1

Amount to be repaid (paid) for buyback, investment refunded, and compensation, liquidated damages, interest or default interest paid by all parties to Party A under Main Contract (for the avoidance of doubt, above guarantee covers Default Fine and overdue interest under Article 4 of the supplemental agreement to Equity Capital Increasing Agreement).

2.1.2

Party B shall bear joint liability for satisfaction within above Guarantee Scope, and fully understands and acknowledges components of above costs or the calculation method and determination standard specified in relevant documents, and waives defense in pretext of too high costs or unreasonable amount.

Article 3 Guarantee Type

3.1

Party B provides joint guarantee.

3.2

Except specified herein, if other guarantee is provided under Main Contract, Party A shall be entitled to exercise guarantee right hereunder preferentially at its discretion, and require Party B to bear joint guarantee liability. Party B shall not request Party A to exercise other guarantee rights (including various guarantees provided by Shanghai Phicomm, Hong Kong Phicomm and Smart Soho) in advance.

3.3

If Party A waives or modifies other guarantee under Main Contract for any reason, Party B agrees that its guarantee liability hereunder should not exempted or reduced.

3.4

Even if one or more documents under Main Contract is judged to be invalid for any reason, Party B irreversibly agrees to bear joint guarantee liability to Party A for all legal liabilities and payment obligation of Shanghai Phicomm, Hong Kong Phicomm and Smart Soho specified in such documents.

Article 4 Guarantee Period

4.1

Guarantee Period hereunder shall start from effectiveness hereof to the end of two years upon expiry of the payment term of all creditor’s rights within Guarantee Scope hereunder.

4.2

If Party A terminates Main Contract due to the default of Shanghai Phicomm, Hong Kong Phicomm and Smart Soho, Guarantee Period of Party B shall start from effectiveness hereof to the end of two years upon the termination of Main Contract.

4.3

In the event that Party A exercises its right to require Shanghai Phicomm to redeem the share of Smart Soho held by Party A and require payment for the redemption due to the default of any of Shanghai Phicomm, Hong Kong Phicomm and Smart Soho during fulfillment of one or more document under Main Contract, Party B shall bear guarantee liability as required by Party A.

4.4

If Party A agrees to grant grace to all or partial liabilities of Shanghai Phicomm, Hong Kong Phicomm and Smart Soho under Main Contract, Party B shall continue to bear guarantee liability, and Guarantee Period shall be extended to the end of two years upon expiry of grace period specified in Liability Repayment Extension Agreement.

Article 5 Rights and Obligations of Party A

5.1

Party A shall be entitled to know the assets, liabilities and financial activities of Party B and require Party B to provide reasonable asset information. Party B shall provide above data within 5 working days after request from Party A.

5.2

In the event that Shanghai Phicomm, Hong Kong Phicomm and Smart Soho should undertake the liability specified in Article 2.1 hereof according to relevant document under Main Contract due to their any default, Party A shall be entitled to require Party B to bear the joint guarantee liability specified herein.

5.3

In the event that Party B bears the liability specified in Article 2.1 hereof to Party A according to relevant document under Main Contract due to its failure to perform its obligations hereunder timely, Party A can require Party B to bear guarantee liability directly and shall be entitled to disclose the default of Party B.

5.4

If Party A transfers the creditor’s rights under Main Contract to third party, Party A promises to bear the guarantee liability for the creditor’s rights according to the period and mode specified herein after the transfer.

5.5

Party A shall be entitled to modify all contents of Main Contract after consultation with Shanghai Phicomm, Hong Kong Phicomm and Smart Soho. If Main Contract is modified, Party B irreversibly and unconditionally agree to provide joint guarantee for the obligation and liability of Shanghai Phicomm, Hong Kong Phicomm and Smart Soho under the modified main contract, whether the original Guarantee Scope is expanded or not.

5.6

Party A shall notice Party B of Party B’s all obligations by written letter, telephone, fax or email.

Article 6 Rights and Obligations of Party B

6.1

Party B shall ensure that it has ability for both legal civil right and civil conduct at execution hereof and during validity period hereof and within 5 years after expiration of Guarantee Period.

6.2

Party B shall ensure that its execution and fulfillment hereof do not break any rules or regulations binding on Party B and its property, any guarantee agreement signed by Party B with others, any other agreement and document, agreement and commitment binding on Party B.

6.3

Any document, statement, voucher and other material provided by Party B to Party A are true, accurate, lawful, complete and valid.

6.4

Party B knows and agrees on all terms and conditions of Main Contract, and guarantees for Shanghai Phicomm, Hong Kong Phicomm and Smart Soho voluntarily.

6.5

Party B shall ensure not to provide any guarantee beyond its guarantee capability for any third party in any form during the valid period hereof.

6.6

Party B shall give an written notice to Party A within 2 days after any change in legal status of Party B (including but not limited to divorce, serious disease, being suspected of criminal offence, other significant lawsuit or arbitration, etc.) or any other conditions enough to threaten or impair its guarantee ability.

6.7

Party B shall bear relevant costs hereunder, including but not limited to legal fare, arbitration fee, compulsory execution fee, security expenses, guarantee cost, announcement fee, service fee, counsel fee, valuation fee, appraisal fee, auction fee, notary fees, travel expenses, telecommunication fee, printing fee, etc.

6.8

Party A shall be entitled to require Party B to bear guarantee liability in advance, provided that Party A considers Party B’s violation of one or more of Article 6.1, 6.2, 6.3, 6.4 and 6.5 may endanger the realization of its rights.

Article 7 Responsibility of Default

Party A and Party B shall perform their own obligations hereunder after execution hereof. Either party should be liable to Default and compensate the other party for loss wherefrom in the case of failure to perform its obligations hereunder partially or completely.

Article 8 Supplementary Articles

8.1

The Contract shall come into effect from execution or stamping hereof by Parties.

8.2

The supplemental agreement hereto can be signed if Party A and Party B reach agreement through negotiation, and shall be deemed as modification hereto.

8.3

The Contract is in duplicates, held by each party, with same legal force.

8.4

Party A and Party B accept terms and conditions hereof without any objection or doubt.

Article 9 Applicable Law and Settlement of Dispute

9.1

The Contract shall be governed by and construed in accordance with the laws of the People’s Republic of China (for the purpose hereof, excluding the laws of Hong Kong and Macao Special Administrative Regions and Taiwan).

9.2

Any dispute arising from or in connection with this contract, including the existence, validity or termination hereof, shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC) for arbitration based on its arbitration rule (“Rule”). According to the rule, three (3) arbitrators shall be appointed for final settlement. The venue of arbitration shall be Beijing. If the rule has not been determined, applicable local procedure can be adopted. The award of arbitration court, including arbitration on the arbitration fees, shall be final and binding on Parties. Except for the provisions submitted for the arbitration, other provisions hereof shall continue to be performed, provided that the arbitration procedure does not hinder either party from exercising its right to terminate this contract.

Article 10 Notice and Service

10.1

Any notice or all communications in connection with this contract, including but not limited to lawsuit and arbitration instruments, shall be delivered to other party in written according to the address provided in the first page hereof . In the case of change in its address and telephone, the party shall give a written notice to the other party within ten days, otherwise, other party shall be deemed to have performed notice obligation upon giving the notice according to previous address, and the changing party shall bear corresponding legal liability.

10.2

If one party considers that the headline provided in the mail cover is not in accordance with text of the mail, the party shall give a written notice to the other party within three working days after reception of the mail, failing which the mail cover shall be deemed conformable with text of the mail.

10.3

For delivery of any notice or all communications in connection with this contract, except for the notary office’s documents verifying the debt, other documents and data (including but not limited to all data, notice, and other legal instrument issued by the arbitration agency, or written data issued by the court), the return date shall be deemed as the delivery date if they are returned for any reason including the rejection or error address of the other party or its agent, etc.

Special Tips: Party B is the actual controller of Shanghai Phicomm. As Party B’s irreversible prior confirmation of its guarantee liability hereunder and the possible change of the guarantee rights is precondition for Party A and Shanghai Phicomm, etc. to sign relevant agreement. Prior confirmation of the guarantee liability, Guarantee Scope, Guarantee Period, and possible guarantee change is the expression of Party B’s true intention. Party B confirms that it has understood all provisions hereof fully and accurately, which do not have any misleading or ambiguous content or any content violating Party B’s true meaning. Signature of this guarantee contract does on influence the rights of Party A to require Shanghai Phicomm to buy all shares held by Party A in Smart Soho according to Article 6 of Equity Capital Increasing Agreement, and require Party B, Shanghai Phicomm, Hong Kong Phicomm, Smart Soho and relevant guarantor to bear corresponding responsibilities.

Enclosed:	Annex I Equity Capital Increasing Agreement
	Annex II Supplemental Agreement to Equity Capital Increasing Agreement

[Not Text Below, Followed by Execution Page]

[Not Text Below, Execution Page of Guarantee Contract]

Party A: Chongqing Liangjiang New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership)

Authorized Representative: Zhang Jun, Executive Partner Representative

/s/ Zhang Jun

Date: April 29, 2016

Party B: Gu Guoping

Signature: /s/ Gu Guoping

Date: April 29, 2016

Exhibit 99.11

The Smart Soho International Limited (as the *Chargor) and Chongqing Liangjiang New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership) (as the Chargee*)

	EQUITABLE MORTGAGE over registered shares in a Cayman Islands exempted company

WARNING THE TAKING OR SENDING BY ANY PERSON OF AN ORIGINAL OF THIS DOCUMENT INTO THE CAYMAN ISLANDS MAY GIVE RISE TO THE IMPOSITION OF CAYMAN ISLANDS STAMP DUTY

Content

1	Interpretation	1
2	Creation of security	3
3	Representations	4
4	Covenants	5
5	Shares	6
6	When security becomes enforceable	6
7	Enforcement of security	6
8	Receiver	7
9	Powers of receiver	7
10	Application of proceeds	9
11	Further assurances	9
12	Miscellaneous	10
13	Notices	11
14	Release	12
15	Third party rights	12
16	Jurisdiction	12
17	Governing law	12

THIS MORTGAGE is dated 29 April, 2016 and is made as a deed

BETWEEN

The Smart Soho International Limited, an exempted company incorporated under the laws of the Cayman Islands whose registered office is at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the Chargor); and

Chongqing Liangjiang New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership) , a partnership incorporated and existing under the laws of the People’s Republic of China with its registered address at No. 19, Yinglong Road, Longxing Township, Yubei, Chongqing(the Chargee).

BACKGROUND

The Chargee, the Chargor, Shanghai Phicomm Communication Co., Ltd. (Phicomm Shanghai) and Phicomm Technology (Hong Kong) Co., Limited (Phicomm HK) have entered into the Capital Increase and Share Subscription Agreement (the Capital Increase Agreement), pursuant to which the Chargee and Phicomm HK shall respectively contribute USD $28,175,836.80 and USD$42,263,755.20 as additional capital injection into the Chargor, which shall make the Chargee and Phicomm HK the shareholders, respectively holding 40% and 60% of the Chargor, and the additional capital injection shall be used to purchase 11,739,932 shares of UTStarcom Holdings Corp. The Chargee has fully fulfilled its capital contribution obligation in accordance with the Capital Increase Agreement, while neither had Phicomm HK fully fulfilled its capital contribution obligation on time, nor had the Chargor fully completed its purchase of the relevant shares of UTSarcom Holdings Corp., in each case on time in accordance with the Capital Increase Agreement. Therefore, the Chargee, the Chargor, Phicomm Shanghai and Phicomm HK entered into a supplemental agreement to the Capital Increase Agreement on 29 April, 2016 (the Supplemental Agreement).

In consideration for the Chargee entering into the Supplemental Agreement, pursuant to which Phicomm Shanghai, Phicomm HK and the Chargor jointly warrant that the capital contributions into the Chargor by Phicomm HK and the purchase of 11,739,932 shares of UTStarcom Holdings Corp. by the Chargor shall be completed before the deadline 30 June, 2016, and the Chargor intends to enter into this Mortgage to provide guarantee in favour of the Chargee.

It is intended that this document takes effect as a deed notwithstanding the fact that a party may only execute this document under hand.

IT IS AGREED as follows:

Interpretation

1.1

Definitions

In this Mortgage:

Company means UTStarcom Holdings Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands.

Event of Default means a failure by Phicomm HK, Phicomm Shanghai and/or the Chargor to perform the Obligations in accordance with the Supplemental Agreement.

Mortgage means this equitable mortgage.

Obligations means the obligations of Phicomm HK, Phicomm Shanghai and/or the Chargor to complete its capital contributions into the Chargor in accordance with the Supplemental Agreement.

Obligor means Phicomm HK.

Receiver means (i) a receiver and manager or (ii) a receiver, in each case, appointed under this Mortgage.

Related Rights means the rights attached to the Shares described in Clause 2.2(b).

Security Assets means all the Shares and the Related Rights.

Secured Amount means (i) the repurchase price of the shares of the Chargor, repayment of the investment amount to the Chargor, compensation, liquidated damages, interests and penalties under the Principal Agreement and (ii) all the fees and cost (including but not limited to litigation fees, arbitration fees, guarantee fees, announcement fees, notary fees, lawyer’s fee, appraising fees, auction fees, travelling fees, postage, accommodation fees, etc.) the Chargee has or shall pay to enforce the Principal Agreement and any of the guarantee to the Principal Agreement.

Security Interest means any mortgage, pledge, lien, charge, assignment, hypothecation or other security interest, any pre-emption rights or options, hold back or flawed asset arrangements or any other agreement or arrangement having a similar effect.

Security Period means the period beginning on the date of this Mortgage and ending on the later of (i) the date on which the purchase of 11,739,932 shares of UTStarcom Holdings Corp. by the Chargor is closed, in accordance with the Capital Increase Agreement and/or the Supplemental Agreement, and (ii) Phicomm HK has completed the pledge of 60% shares in the Chargor to the Chargee in accordance with the Capital Increase Agreement.

Shares means the 5,000,000 ordinary shares of a nominal or par value of US$0.00375 each issued by the Company and owned by the Chargor on the date of this Mortgage.

Third Parties Law means The Contracts (Rights of Third Parties) Law (Revised).

The Principal Agreement means the Capital Increase Agreement and other relevant agreements (including but not limited to supplemental agreements, guarantee agreements, mortgage agreements, pledge agreements, etc.).

1.2

Construction

(a)

In this Mortgage, unless the contrary intention appears, a reference to:

(i)

a reference to any asset, unless the context otherwise requires, includes any present, future or contingent asset (including properties, revenues and rights of every description) whether tangible or intangible;

(ii)

an authorisation includes an authorisation, consent, approval, resolution, licence, exemption, filing and registration;

(iii)

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental body, agency, department or regulatory, self-regulatory or other authority or organisation;

(iv)

tax shall be construed so as to include any tax, fund, levy, impost, duty or other charge of a similar nature (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying of the same);

(v)

a provision of law is a reference to that provision as amended or re-enacted;

(vi)

a Clause is a reference to a clause of this Mortgage;

(vii)

a person includes its successors and assigns; and

(viii)

a time of day is a reference to time in the Cayman Islands.

(b)

References to the singular include the plural, and vice versa.

(c)

The index to and headings in this Mortgage are for convenience only and are to be ignored in construing this Mortgage.

1.3

Statutes

In this Mortgage a reference to a statute or statutory instrument is, unless otherwise specified, a reference to the most recent revision of the relevant statute or statutory instrument of the Cayman Islands and includes any statutory modification or re-enactment thereof for the time being in force.

Creation of security

2.1

General

The security created under this Mortgage:

(a)

is created in favour of the Chargee;

(b)

is created over the Security Assets;

(c)

is security for the irrevocable payment and satisfaction in full of all the Obligations; and

(d)

is created by the Chargor as legal and beneficial owner.

2.2

Securities

(a)

The Chargor charges by way of first equitable mortgage all of its interest in all the Shares.

(b)

The Chargor charges by way of first fixed charge all of its rights, title and interest including all benefits, present and future, actual and contingent accruing in respect of:

(i)

any dividend or interest paid or payable in relation to the Shares; and

(ii)

any right, money or property accruing or offered at any time in relation to the Shares by way of redemption, repurchase, substitution, exchange, bonus or preference, under option rights or otherwise,

(the Related Rights).

2.3

Change or amendment to the Principal Agreement

Any change or amendment to the Principal Agreement, including but not limited to the liability of breach of agreement, liability and amount of compensation and payment, the interest rate, calculation of liquidated damages, the term of the agreement, enforcement conditions, etc., and any change and amendment to the security provided hereunder accordingly due to which, shall be irrevocably approved and accepted by the Chargor.

Representations

3.1

Chargor Representations

The Chargor makes the following representations to the Chargee on the date of this Mortgage.

3.2

Legal and beneficial ownership

The Chargor is the sole absolute legal and beneficial owner of the Security Assets, free and clear of any rights or interests in favour of third parties except for this Mortgage. By the time of signing of this Mortgage:

(i)

There is no existing or potential litigation, arbitration or administrative procedure over the Shares;

(ii)

No mortgage, lien, pledge or any other encumbrance has been created over the Shares;

(iii)

None of the Shares has been seized, blocked, detained or judicial executed, or is subject to any coercive measures or preservative measures.

3.3

Security

This Mortgage creates a first ranking equitable mortgage over all of the Shares and a first fixed charge over the Related Rights and is not liable to be avoided or otherwise set aside on the liquidation or administration of the Chargor or otherwise.

3.4

Shares

(a)

The Shares are fully paid and non-assessable.

(b)

The Shares represent 13.5% of the shares issued by the Company.

The Shares are freely transferable, subject to restrictions on transfer imposed by the US Securities Act of 1933, as amended, and no consents or approvals (including rights of pre-emption) are required in order to register a transfer of the Shares.

Covenants

4.1

Security

The Chargor agrees to charge its interest in all the Shares in accordance with Clause 2.2. The Chargor shall irrevocably provide 5,000,000 ordinary shares of the Company in favour of the Chargee as security under this Mortgage on signing of this Mortgage. The Chargor shall go through and complete relevant procedure (including but not limited to application for and registration with competent authority) to make the Chargee to be the legal chargee over the Shares before 6 May, 2016, with all the fees and charges (including but not limited to lawyer’s fee, registration fee, notary fee, announcement fee, travelling fee, postage, accommodation fee, taxation, employment fee, etc.) borne by itself. The Chargor shall not create or permit to subsist any Security Interest on any Security Asset (except for this Security).

4.2

Disposals

The Chargor shall not sell, transfer, licence, lease or otherwise dispose of any Security Asset, or do anything which may result in the reduction in value of the Security Assets.

4.3

Filings and Registrations

Without limiting the provisions of Clause 11 or any other provisions of this Mortgage, the Chargor shall, immediately after execution of this Mortgage and in any event on or before 6 May 2016, make all filings and registrations necessary in the Cayman Islands to protect and perfect the security interests created pursuant to this Mortgage.

4.4

Notice

In the events of any act which results in the value of the Security Assets being reduced, the Chargor shall immediately inform the Chargee, follow the reasonable instruction from the Chargee to prevent further reduction to the value of the Security Assets, and provide other security assets, the value of which shall be equivalent to the reduced amount of value of the Security Assets.

4.5

Provision of Information

Upon the request of the Chargee, the Chargor shall provide the articles of association, financial report and other relevant documents of the Company (insofar as the Chargor is in possession of such documents) to the Chargee at any time for supervision of the Chargor in exercising its rights as shareholders of the Company.

Shares

5.1

Voting rights

Before this Security becomes enforceable, the voting rights, powers and other rights in respect of the Security Assets shall be exercised by the Chargor.

5.2

Dividends

Before this Security becomes enforceable, the Chargor shall be entitled to receive and retain all cash dividends, interest and any other monies paid to it in respect of any Security Assets.

When security becomes enforceable

This Security will become immediately enforceable if an Event of Default occurs and is continuing.

Enforcement of security

7.1

No liability as mortgagee in possession

Neither the Chargee nor any Receiver will be liable, by reason of entering into possession of a Security Asset, to account as mortgagee in possession or for any loss on realisation or for any default or omission for which a mortgagee in possession might be liable.

7.2

Protection of third parties

No person (including a purchaser) dealing with the Chargee or a Receiver or its or his agents will be concerned to enquire:

(a)

whether the Obligations have become payable;

(b)

whether any power which the Chargee or a Receiver is purporting to exercise has become exercisable or is being properly exercised;

(c)

whether any money remains due under the Supplemental Agreement; or

(d)

how any money paid to the Chargee or to that Receiver is to be applied.

7.3

Priority in choice of guarantees

Other than the Security Interest created under this Mortgage, there may exist some other guarantees provided in favour of the Chargee to guarantee the performance of the Principal Agreement. If an Event of Default occurs, the Chargor acknowledges and agrees that the Chargee may choose to enforce any one or more than one of such guarantees, and the Chargee is not required to enforce other guarantee(s) before enforcing this Security.

7.4

Method of Enforcement

When the security hereunder is enforceable, the Chargee shall be entitled to negotiate with the Chargor on converting the Shares into money, or be entitled to be compensated by the price from the auction or sell-off the Shares.

Receiver

8.1

Appointment of Receiver

(a)

The Chargee may appoint any one or more persons to be a Receiver of all or any part of the Security Assets if this Security has become enforceable.

(b)

Any appointment under paragraph (a) above may be by deed, under seal or in writing under its hand.

8.2

Removal

The Chargee may remove any Receiver appointed by it and may, whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated.

8.3

Agent of the Chargor

(a)

A Receiver will be deemed to be the agent of the Chargor for all purposes. The Chargor alone is responsible for the contracts, engagements, acts, omissions, defaults and losses of a Receiver and for liabilities incurred by a Receiver.

(b)

The Chargee will not incur any liability (either to the Chargor or to any other person) by reason of the appointment of a Receiver or for any other reason.

8.4

Exercise of Receiver powers by the Chargee

To the fullest extent allowed by law, any right, power or discretion conferred by this Mortgage (either expressly or impliedly) or by law on a Receiver may after this Security becomes enforceable be exercised by the Chargee in relation to any Security Asset without first appointing a Receiver and notwithstanding the appointment of a Receiver.

Powers of receiver

9.1

General

(a)

A Receiver has all of the rights, powers and discretions set out below in this Clause, unless the Chargee confers otherwise in writing.

(b)

If there is more than one Receiver holding office at the same time, each Receiver may (unless the document appointing him states otherwise) exercise all of the powers conferred on a Receiver under this Mortgage individually and to the exclusion of any other Receiver.

9.2

Possession

Subject to the approval of the Chargee, a Receiver may take immediate possession of, get in and collect any Security Asset.

9.3

Employees

(a)

Subject to the approval of the Chargee, a Receiver may appoint and discharge managers, officers, agents, accountants, servants, workmen and others for the purposes of this Mortgage upon such terms as to remuneration or otherwise as he thinks fit.

(b)

Subject to the approval of the Chargee, a Receiver may discharge any person appointed by the Chargor.

9.4

Borrow money

Subject to the approval of the Chargee, a Receiver may raise and borrow money either unsecured or on the security of any Security Asset either in priority to this Security or otherwise and generally on any terms and for whatever purpose which he thinks fit.

9.5

Sale of assets

(a)

Subject to the approval of the Chargee, a Receiver may sell, exchange, convert into money and realise any Security Asset by public auction or private contract and generally in any manner and on any terms which he thinks fit.

(b)

Subject to the approval of the Chargee, the consideration for any such transaction may consist of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over any period which he thinks fit.

9.6

Compromise

Subject to the approval of the Chargee, a Receiver may settle, adjust, refer to arbitration, compromise and arrange any claim, account, dispute, question or demand with or by any person who is or claims to be a creditor of the Chargor or relating in any way to any Security Asset.

9.7

Legal actions

Subject to the approval of the Chargee, a Receiver may bring, prosecute, enforce, defend and abandon any action, suit or proceedings in relation to any Security Asset which he thinks fit.

9.8

Receipts

Subject to the approval of the Chargee, a Receiver may give a valid receipt for any moneys and execute any assurance or thing which may be proper or desirable for realising any Security Asset.

9.9

Delegation

Subject to the approval of the Chargee, a Receiver may delegate his powers in accordance with this Mortgage.

9.10

Other powers

Subject to the approval of the Chargee, a Receiver may:

(a)

do all other acts and things which he may consider desirable or necessary for realising any Security Asset or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Mortgage or law;

(b)

exercise in relation to any Security Asset all the powers, authorities and things which he would be capable of exercising if he were the absolute beneficial owner of that Security Asset; and

(c)

use the name of the Chargor for any of the above purposes.

Application of proceeds

Any moneys received by the Chargee or any Receiver after this Security has become enforceable shall be applied in or towards payment of or provision for all costs and expenses incurred by the Chargee or any Receiver under or in connection with this Mortgage and of all remuneration due to any Receiver under or in connection with this Mortgage and thereafter to the Chargee. Following the payment of the Secured Amount in full, the surplus (if any) will be paid to the Chargor. This Clause does not prejudice the right of the Chargee to recover any shortfall from the Chargor.

Further assurances

11.1

Further actions

The Chargor shall, at its own expense, take whatever action the Chargee or a Receiver may reasonably require for:

(a)

creating, perfecting or protecting any security intended to be created by this Mortgage; or

(b)

facilitating the realisation of any Security Asset, or the exercise of any right, power or discretion exercisable, by the Chargee or any Receiver or any of its delegates or sub-delegates in respect of any Security Asset.

This includes:

(i)

the execution of any transfer, conveyance, assignment or assurance of any property, whether to the Chargee or to its nominee; or

(ii)

the giving of any notice, order or direction and the making of any registration,

which, in any such case, the Chargee may think expedient.

11.2

Principal Agreement

The Chargor undertakes to irrevocably approve and accept any change or amendment to the Principal Agreement.

Miscellaneous

12.1

Waivers and remedies cumulative

(a)

The rights of the Chargee under this Mortgage:

(i)

may be exercised as often as necessary;

(ii)

are cumulative and not exclusive of its rights under general law; and

(iii)

may be waived only in writing and specifically.

(b)

Delay in exercising or non-exercise of any such right is not a waiver of that right.

12.2

Transfers

No party may assign or transfer all or any part of its rights and/or obligations under this Mortgage.

12.3

Severability

If a provision of this Mortgage is or becomes illegal, invalid or unenforceable, in any jurisdiction that shall not affect:

(i)

the validity or enforceability in that jurisdiction of any other provision of this Mortgage; or

(ii)

the validity or enforceability in any other jurisdiction of that or any other provision of this Mortgage.

12.4

Amendments

This Mortgage may only be amended by an instrument in writing signed by each party to this Mortgage.

12.5

Waiver

(a)

No waiver of any right or rights arising under this Mortgage shall be effective unless such waiver is in writing and signed by the party whose rights are being waived.

(b)

No waiver by a party of a failure by the other party to perform any provision of this Mortgage shall operate or be construed as a waiver in respect of any other failure whether of a like or different character.

12.6

Counterparts

This Mortgage may be executed in 【3】 counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Mortgage.

12.7

Language

All documents and notices provided or given in connection with this Mortgage shall be in English.

12.8

Payments

All payments made by the Chargor under this Mortgage shall be made free of any deductions or withholding (whether in respect of tax or otherwise). If the Chargor is compelled by law to make such deductions, it shall pay such additional amounts as to ensure that the net amount received by the Chargee would be the same as if no such deductions had been made.

12.9

Chargor’s Acknowledgement

The Chargor acknowledges that the signing of this Mortgage shall not affect any rights conferred on the Chargee to demand Phicomm HK, Phicomm Shanghai, the Chargor and the relevant individual who provides guarantee in favour of the Chargee to repurchase the shares in the Chargor and to perform the relevant obligations under the relevant guarantees in accordance with article 6 of the Capital Increase Agreement.

Notices

13.1

Giving of notices

(a)

All notices or other communications under or in connection with this Mortgage shall be given in writing and, unless otherwise stated, may be made by facsimile. Any such notice will be deemed to be given as follows:

(i)

if by hand or by post, when delivered; and

(ii)

if by facsimile, when received in legible form.

(b)

However, a notice given in accordance with the above but received on a non-working day or after business hours in the place of receipt will only be deemed to be given on the next working day in that place.

(c)

Notices and other communications under this Mortgage may not be sent by electronic mail over the internet or over any intranet.

13.2

Addresses for notices

For the purpose of notices and other communications under this Mortgage:

(a)

the address and facsimile number of the Chargor are:

Address:

3666 Sixian Road, Songjiang District, Shanghai, PRC

Facsimile:

+8621 67754018

Attention:

Guoping Gu

(b)

the address and facsimile number of the Chargee are:

Address:

Floor 21, No.2 Financing Tower Jiangbeizui, Jiangbei District, Chongqing

Facsimile:

+8623-63088083

Attention:

Jun Zhang

Release

At the end of the Security Period, the Chargee shall take whatever action is necessary to release the Security Assets from this Security.

Third party rights

(a)

Subject to paragraph (b), a person who is not a party to this Mortgage has no right under the Third Parties Law to enforce any provision of this Mortgage in its own right.

(b)

A Receiver may enforce any provision of this Mortgage conferring a right on it.

Jurisdiction

The parties agree that any disputes, arising under, in connection with and/or in respect to this Mortgage, shall be settled by China International Economic and Trade Arbitration Commission through arbitration and the place of arbitration shall be in Beijing, with three (3) arbitrators appointed.

Governing law

This Mortgage is governed by Cayman Islands law.

The parties have executed this Mortgage on the day and year first above written.

Chargor


Executed and delivered as a deed by	)	/s/ Gu Guoping
The Smart Soho International Limited	)	Gu Guoping
acting by its duly authorised director	)	(Director)

Chargee


Executed and delivered as a deed by	)	/s/ Zhang Jun
Chongqing Liangjiang New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership)	) ) ) )	Zhang Jun
acting by its Executive Partner Representative	)	(Executive Partner Representative)

Exhibit 99.12

THE SMART SOHO INTERNATIONAL LIMITED

P.O. BOX 309

Uganda House

Grand Cayman KY1-1104

Cayman Islands

PHICOMM TECHNOLOGY(HONG KONG)

CO., LIMITED

Suite 1205-6, ICBC Tower

Citibank Plaza

3 Garden Road

Central, Hong Kong

April 25, 2016

To the Sellers referred to as the “Shah Sellers”

in the Purchase and Sale Agreement dated

as of November 4, 2015, as amended

Ladies and Gentlemen:

We refer to the Purchase and Sale Agreement among yourselves, the “Lu Sellers,” and the undersigned dated as of November 4, 2015, and amended by a First Amendment dated December 4, 2015, a Second Amendment dated December 16, 2015 and a Third Amendment dated January 8, 2016 (as so amended, the “Purchase Agreement”). Capitalized terms used in this letter shall have the meanings assigned to them by the Purchase Agreement.

As you know, Shanghai Phicomm Communication Co., Ltd. (“Phicomm”), Phicomm HK and the Acquirer have entered into a Capital Increase and Share Subscription Agreement (the “Subscription Agreement”) with Chongqing Liangjian New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership) (the “Fund”). Pursuant to the Subscription Agreement, Phicomm has agreed to make certain capital contributions to Phicomm HK, which, in turn, is required to use such funds to purchase 60% of the outstanding ordinary shares of the Acquirer. Acquirer will use the funds contributed by Phicomm HK to pay a portion of the Purchase Price for the Ordinary Shares under the Purchase Agreement.

The Subscription Agreement requires that Phicomm HK pledge its shares of the Acquirer to the Fund. Under the Subscription Agreement, the Fund has the right to require additional security for the performance of Phicomm’s, Phicomm HK’s and Acquirer’s obligations under the Subscription Agreement. The Purchase Agreement permits Phicomm HK to pledge its shares of Acquirer to the Fund pursuant to the Subscription Agreement. Except for such pledge, Phicomm HK and Acquirer have each agreed in the Purchase Agreement that, until the earlier to occur of the Closing under the Purchase Agreement and Termination of the Purchase Agreement it will not, and it will use its best efforts to cause its Affiliates not to, in each case without the prior written consent of the Shah Sellers, lend, 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, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares.

The Fund has informed us that it now requires that (i) Phicomm pledge its shares of Phicomm HK (the “PHK Shares”) to the Fund, and that (ii) Acquirer pledge the 5,000,000 Ordinary Shares presently owned by the Acquirer to the Fund, in each case as additional security under the Subscription Agreement. Accordingly, we hereby request that you waive the restriction in the Purchase Agreement on such pledges and consent to such pledges to the extent and on the condition that the contemplated pledge of the 5,000,000 Ordinary Shares, once effected, shall be effective up until and expiring on June 30, 2016 (by which time such 5,000,000 Ordinary Shares shall be immediately released from the pledge, charge, equitable mortgage or any other security interest) and shall no longer be existing or effective (in whatever form of charge, pledge, equitable mortgage or other securities interest or encumbrances) following June 30, 2016 if the closing of all of the remaining Ordinary Shares and corresponding Purchase Price in accordance with the terms of the Purchase Agreement has not been completed by June 30, 2016. Please provide your waiver and consent by countersigning a duplicate copy of this letter and returning such signed counterpart to the undersigned.

For your information, a copy of the Subscription Agreement has been filed as an exhibit to the Schedule 13D filed by Phicomm, Phicomm HK, the Acquirer and Mr. Gu Guoping with the U.S. Securities and Exchange (the “SEC”). Should you wish to review it, it is available on the SEC web site at [URL]. If you require any additional information in connection with this request, please contact the undersigned.

Thank you very much for your cooperation.


	Very truly yours,

	THE SMART SOHO INTERNATIONAL LIMITED

	By:	/s/ Gu Guoping
	Name:	Gu Guoping
	Title:	Sole Director

	PHICOMM TECHNOLOGY(HONG KONG) CO., LIMITED

	By:	/s/ Gu Guoping
	Name:	Gu Guoping
	Title:	Sole Director

WAIVER AND CONSENT

The undersigned hereby (i) waive the restriction on the pledge of the Ordinary Shares set forth in paragraph 6 of the Third Amendment to the Purchase Agreement referred to above only with respect to the proposed pledges of (A) all PHK Shares owned by Phicomm, and (B) 5,000,000 Ordinary Shares owned by the Acquirer and (ii) consent to Phicomm’s pledge of such PHK Shares and Acquirer’s pledge of such Ordinary Shares to the Fund pursuant to the Subscription Agreement referred to above and the above letter. As provided in Section 4.02 of Purchase Agreement, this waiver and consent is effective solely in this specific instance and for the specific purpose of permitting Phicomm to pledge its PHK Shares to the Fund and permitting Acquirer to pledge such 5,000,000 Ordinary Shares to the Fund, in each case pursuant to the Subscription Agreement and the above letter from the Acquirer and Phicomm HK, subject to the condition that the contemplated pledge of such 5,000,000 Ordinary Shares, once effected, shall be subject to a valid term until and expiring on June 30, 2016 (by which time such 5,000,000 Ordinary Shares shall be immediately released from the pledge, charge, equitable mortgage or any other securities interest) and shall no longer be valid or existing (in whatever form of charge, pledge, equitable mortgage or other securities interest or encumbrances) following June 30, 2016 of the closing of all the remaining Ordinary Shares and corresponding Purchase Price in accordance with the terms of the Purchase Agreement has not been completed by June 30, 2016, and in case of any breach or non-occurrence of such condition, this waiver and consent shall be automatically and unconditionally revoked as if this waiver and consent has never been issued at all. The consent of the undersigned shall continue to be required for any additional pledge or other direct or indirect disposition of Ordinary Shares by Acquirer of any of its Affiliates.

Capitalized terms used in this Waiver and Consent without definition shall have the respective meanings assigned to them by the Purchase Agreement referred to above.


SHAH CAPITAL MANAGEMENT INC.		HIMANSHU H. SHAH

By:	/s/ Himanshu H. Shah	/s/ Himanshu H. Shah
Name:	Himanshu H. Shah	Himanshu H. Shah
Title:

SHAH CAPITAL OPPORTUNITY FUND LP

By:	/s/ Himanshu H. Shah
Name:	Himanshu H. Shah
Title:

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13D

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Form SC 13D/A UTSTARCOM HOLDINGS CORP. Filed by: Shanghai Phicomm Communication Co., Ltd.

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