Exhibit 10.1


 


STOCK PURCHASE AGREEMENT


 


This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 26, 2005, between UTStarcom, Inc.,
a Delaware corporation (“Seller”),
and SOFTBANK CORP., a Japanese corporation (“Purchaser”).


 


WHEREAS, Seller
owns 8,022 ordinary
shares of SB CHINA HOLDINGS PTE LTD,
a Singapore corporation (“SBCH”) (the “Shares”), representing 10% of the total issued and outstanding shares
of SBCH;


 


WHEREAS, Purchaser
owns 72,200 ordinary shares
of SBCH, representing 90% of the total issued and outstanding shares of SBCH; and


 


WHEREAS, Seller
intends to sell to Purchaser and Purchaser intends to purchase from Seller the Shares;


 


NOW, THEREFORE,
the parties hereby agree as follows:


 


1.             Purchase
and Sale of the Shares


 


Seller
hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from
Seller all of Seller’s right, title and interest in and to the Shares for a purchase price of
SGD$94,917,619.12, payable in U.S. dollars at the fixed conversion rate of
1.6676 (for a total of U.S.$56,918,697)
(the “Purchase Price”).


 


2.             Closing


 


2.1                 The Closing.  The closing of the purchase
and sale of the Shares (the “Closing”) shall
occur at the offices of Wilson Sonsini
Goodrich & Rosati, P.C. in Palo Alto, CA U.S.A. on December 30, 2005 or such other date and place
as the parties may mutually agree.


 


2.2                 Closing Actions.  The
following actions shall be taken by the parties at the Closing:


 


(a)         Delivery of Certificate for the Shares.  Seller
shall deliver to Purchaser the original certificates representing the Shares.


 


(b)        Payment of Purchase Price. 
Purchaser shall pay to Seller the Purchase Price by wire transfer of
immediately available funds to the following bank account of the Seller:


 


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Bank
Name: Citibank, N.A.


Bank
Address: 399 Park Avenue, NY NY 1005


Bank
Swift Code: CITIUS33


Beneficiary
Account Name: UTStarcom, Inc.


Beneficiary
Account No.: 30558961


 


(c)         Termination of Joint Venture Agreement.  The
parties shall execute and deliver the Termination of Joint Venture Agreement
substantially in the form attached hereto as Exhibit A.


 


3.             Representations
and Warranties of Seller


 


Seller hereby
represents and warrants to Purchaser as follows:


 


(a)           Organization.  Seller is duly organized, validly existing
and in good standing under the laws of
Delaware.


 


(b)           Authorization.  The execution and performance by Seller of
this Agreement and consummation of the transactions contemplated hereby have
been duly authorized by all requisite action on the part of Seller.  This Agreement has been duly executed and
delivered by Seller and constitutes a valid and binding obligation of Seller in
accordance with its terms.


 


(c)           Consents
and Approvals.  No notice to, filing
with, or authorization, consent or approval of any governmental authority,
domestic or foreign, is required for the consummation by Seller of the
transactions contemplated by this Agreement.


 


(d)           Title
to Shares.  Seller has good and valid
title to the Shares, free and clear of all liens, encumbrances, equities or
claims.  The execution of this Agreement
and any other documents of transfer to be executed and delivered by Seller to
Purchaser are sufficient to convey to Purchaser good and valid title to the
Shares, free and clear of all liens, encumbrances, equities or claims.


 


4.             Representations
and Warranties of Purchaser


 


Purchaser hereby
represents and warrants to Seller as follows:


 


(a)           Organization.  Purchaser is duly organized, validly existing
and in good standing under the laws of
Japan.


 


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(b)           Authorization.  The execution and performance by Purchaser of
this Agreement and consummation of the transactions contemplated hereby have
been duly authorized by all requisite action on the part of Purchaser.  This Agreement has been duly executed and
delivered by Purchaser and constitutes a valid and binding obligation of
Purchaser in accordance with its terms.


 


(c)           Consents
and Approvals.  No notice to, filing
with, or authorization, consent or approval of any governmental authority,
domestic or foreign, is required for the consummation by Purchaser of the
transactions contemplated by this Agreement.


 


5.             Further
Assurances


 


Seller agrees, at
any time and from time to time after the date hereof, upon the request of
Purchaser, to do, execute, acknowledge and deliver, or to cause to be done,
executed, acknowledged and delivered, all such further acts, deeds,
assignments, transfers, conveyances, powers of attorney and assurances as may
be reasonably required for the better assigning, transferring, conveying, and
confirming to Purchaser, or to its successors and assigns, or for the aiding,
assisting, collecting and reducing to possession of, any or all of the Shares.


 


6.             Transfer Taxes


 


Seller shall be
responsible for payment of any transfer taxes, stamp duties and similar fees
that may be payable to any party with respect to the sale and transfer of the
Shares to Purchaser.


 


7.             Termination


 


In the event
the Closing does not occur on or before December 30, 2005, either party may at
any time immediately terminate this Agreement upon delivery of written notice
to the other party.  Upon termination of
this agreement, Purchaser shall promptly return to Seller any share
certificates and other documents and materials delivered to Purchaser in
connection with the transaction contemplated by this Agreement.


 


8.             Successors
and Assigns


 


This Agreement
shall be binding upon and inure to the benefit of the successors and assigns of
the parties.


 


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9.             Counterparts


 


This Agreement may
be executed in any number of counterparts which together shall constitute one
and the same instrument.


 


10.           Governing
Law


 


This Agreement
shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A.


 


 


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IN WITNESS
WHEREOF, the parties hereto have executed and delivered this Agreement as of
the date first above written.


 


 


	
   

  	
  UTStarcom, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  J. Sophie

  	
   

  
	
   

  	
   

  	
  Name: Michael J. Sophie

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice President and

  Chief Operating Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SOFTBANK CORP.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Masayoshi Son

  	
   

  
	
   

  	
   

  	
  Name: Masayoshi Son

  	
   

  
	
   

  	
   

  	
  Title: President & CEO

  	
   

  



 


[Signature Page to Stock Purchase Agreement]


 


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Exhibit A


 


Form of Termination of Joint Venture
Agreement


 


TERMINATION OF JOINT VENTURE AGREEMENT


 


This TERMINATION OF JOINT VENTURE AGREEMENT is made and entered into as of December 28, 2005, between UTStarcom, Inc.,
a Delaware corporation (“UTStarcom”), and SOFTBANK CORP., a Japanese
corporation (“SOFTBANK”).


 


WHEREAS, UTStarcom and SOFTBANK are parties to the Joint
Venture Agreement (the “Original JVA”) dated May 29, 2000, regarding the
parties’ shareholding in SB CHINA HOLDINGS PTE LTD (“SBCH”), as amended by
Amendment No. 1 to Joint Venture Agreement dated August 31, 2000 (together with
the Original JVA, the “JVA”); and


 


WHEREAS, UTStarcom and SOFTBANK entered into the Stock
Purchase Agreement on December 26, 2005 for UTStarcom to sell and SOFTBANK to
purchase all SBCH’s shares that UTStarcom held, and in connection with the Closing
(as defined in such agreement), UTStarcom and SOFTBANK have agreed to enter
into this Termination of Joint Venture Agreement; and


 


WHEREAS, UTStarcom and SOFTBANK wish to terminate the
JVA pursuant to Section 7.2(a) of the Original JVA;


 


NOW, THEREFORE,
the parties hereby agree as follows:


 


11.           Termination


 


The parties hereby terminate the JVA as the date hereof pursuant to section
7.2(a) of the Original JVA and agree that the JVA will hereafter be of no
further force and effect.


 


12.           Governing
Law


 


This Termination shall be governed by and construed in
accordance with the laws of the State of Delaware, U.S.A.


 


13.           Counterparts


 


This Termination may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall constitute
one and the same instrument.


 


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IN WITNESS
WHEREOF, the parties hereto have executed and delivered this Termination as of the date first above
written.


 


 


	
   

  	
  UTStarcom, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael J.
  Sophie

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
  and Chief
  Operating Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SOFTBANK CORP.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Masayoshi Son

  	
   

  
	
   

  	
   

  	
  President & CEO