Exhibit 10.1


 


UTSTARCOM, INC.


 


FOURTH AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT


 


This
FOURTH AMENDMENT (this “Amendment”) to
the Common Stock Purchase Agreement dated as of February 1, 2010, as
amended on April 30, 2010, June 4, 2010 and July 7, 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
September 7, 2010.  Capitalized
terms used and not otherwise defined in this Amendment shall have the meanings
ascribed to them in the Agreement.


 


RECITALS


 


WHEREAS, Section 2.1
of the Agreement provides that the Purchaser agrees to purchase 11,363,636
shares of common stock of the Company at a purchase price of US$2.20 per share.


 


WHEREAS, the Company
and the Purchaser desire to amend the Agreement to reduce the purchase price to
US$2.027 per share and adjust the number of Purchase Shares accordingly.


 


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 2.1
of the Agreement is hereby amended and restated in its entirety to read as
follows:


 


Purchase and Sale.  At the Closing, the Company
hereby agrees to sell to the Purchaser, and the Purchaser hereby agree to
purchase, for a purchase price of US$2.027 per share, 11,363,636 shares of
Common Stock (the “Purchase Shares”)
for an aggregate purchase price of US$$23,033,597.


 


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 Fourth Amendment to Common Stock Purchase Agreement


 


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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.


 


 




	
   

  	
  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 Fourth Amendment to Common Stock Purchase Agreement


 


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