Exhibit 10.2


 


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 among UTStarcom, Inc., a corporation organized and existing under the
laws of the State of Delaware (the “Company”) and
the purchasers listed on Schedule A thereto (the “Purchasers”),  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 Purchasers representing 75% of the Purchase Shares
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 Purchasers desire to amend the
Agreement such that either the Company or the Purchasers representing 75% of
the Purchase Shares 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 Purchasers representing 75% of the
Purchase Shares.


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Purchasers
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 Purchasers representing 75% of the Purchase Shares
purchasable hereunder 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 (in the case of the Purchasers, any Purchaser’s) 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.


 


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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 Purchasers 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 Purchasers and the Company have caused their duly
authorized representatives to execute this Amendment as of the date first
written above.


 


 


	
   

  	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ELITE NOBLE LIMITED

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  JINGCHUN SUN

  
	
   

  	
  Name:
  Jingchun Sun

  
	
   

  	
  Title: Director

  



 


Signature
Page to Second Amendment to Common Stock Purchase Agreement


 

















 


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


 


 


	
   

  	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SHAH CAPITAL OPPORTUNITY FUND LP

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  HIMANSHU H. SHAH

  
	
   

  	
  Name:
  Himanshu H. Shah

  
	
   

  	
  Title: General Partner

  



 


Signature
Page to Second Amendment to Common Stock Purchase Agreement