Exhibit 10.1


 


UTSTARCOM, INC.


 


SECOND AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT


 


This
SECOND AMENDMENT (this “Amendment”) to
the Common Stock Purchase Agreement dated as of February 1, 2010, as
amended on April 30, 2010 (the “Agreement”), by
and between UTStarcom, Inc., a corporation organized and existing under
the laws of the State of Delaware (the “Company”), and Beijing E-Town International Investment
and Development Co., Ltd., a company incorporated under the laws of the People’s
Republic of China (the “Purchaser”),
is made and entered into as of June 4, 2010.  Capitalized terms used and not otherwise
defined in this Amendment shall have the meanings ascribed to them in the
Agreement.


 


RECITALS


 


WHEREAS, Section 6.14 of the Agreement provides that either
the Company or the Purchaser may terminate the Agreement under certain
circumstances if the Closing has not occurred within 120 days of the date
thereof.


 


WHEREAS, the Company and the Purchaser desire to amend the
Agreement such that either the Company or the Purchaser may terminate the
Agreement under certain circumstances if the Closing has not occurred within
150 days of the date thereof.


 


WHEREAS, Section 6.8 of the Agreement provides that any
provision of the Agreement may be amended, modified or terminated only upon the
written consent of the Company and the Purchaser.


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Purchaser and
the Company hereby agree as follows:


 


1.     Amendment.  Section 6.14(a)(ii) of the
Agreement is hereby amended and restated in its entirety to read as follows:


 


“(ii) by
either the Company or the Purchaser if the Closing has not occurred within 150
days of the date hereof; provided, however, that the right to terminate this
Agreement under this Section 6.14(a)(ii) shall not be available to
any party whose action or failure to act has been a principal cause of or
resulted in the failure of the Closing to occur on or before such date and such
action or failure or failure to act constitutes a material breach of this
Agreement.”


 


2.     Continuing Agreement.  Except as specifically amended by this
Amendment, all of the terms of the Agreement shall remain and continue in full
force and effect.


 


3.     Counterparts.  This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.  A facsimile, portable document file
(PDF) or other reproduction of this Amendment may be executed by one or more
parties and delivered by such party by facsimile, electronic mail or any
similar electronic transmission pursuant to which the signature of or on behalf
of such party can be seen.  Such execution and delivery shall be
considered valid, binding and effective for all purposes.


 


4.     Governing Law.  This Amendment shall be governed by and
construed in accordance with the internal and substantive laws of the State of
California and without regard to any conflicts of laws concepts which would
apply the substantive law of some other jurisdiction.


 


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IN
WITNESS WHEREOF, the Purchaser and the Company have caused their duly
authorized representatives to execute this Amendment as of the date first
written above.


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UTSTARCOM, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  PETER BLACKMORE

  
	
   

  	
  Name:
  Peter Blackmore

  
	
   

  	
  Title: Chief Executive Officer

  



 


 


Signature Page to Second
Amendment to Common Stock Purchase Agreement


 

















 


IN
WITNESS WHEREOF, the Purchaser and the Company have caused their duly
authorized representatives to execute this Amendment as of the date first
written above.


 


 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEIJING E-TOWN INTERNATIONAL INVESTMENT AND
  DEVELOPMENT CO., LTD.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  XIAOPING LI

  
	
   

  	
  Name:
  Xiaoping Li

  
	
   

  	
  Title: Executive Deputy General Manager

  



 


Signature Page to Second Amendment to
Common Stock Purchase Agreement