EXHIBIT 10.30
EXCHANGE AGREEMENT
October 15, 1997
TABLE OF CONTENTS
PAGE
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1. Exchange and Issuance of Series E Preferred Stock.........................1
1.1 Exchange of Common Stock............................................1
1.2 Closing.............................................................1
2. Representations and Warranties of the Company.............................2
2.1 Organization Good Standing and Qualification........................2
2.2 Authorization.......................................................2
2.3 Governmental Consents...............................................2
3. Representations and Warranties of the Purchasers..........................3
3.1 Authorization.......................................................3
3.2 Purchase Entirely for Own Account...................................3
3.3 Disclosure of Information...........................................3
3.4 Investment Experience; Economic Risk................................3
3.5 Restricted Securities...............................................4
3.6 No Public Market....................................................4
3.7 Legends.............................................................4
3.8 Tax Liability; Legal Representation.................................5
3.9 Risk Factors........................................................5
4. Post-Closing Covenants of the Company and the Purchasers..................5
4.1 Market Standoff Agreement. ........................................5
4.2 Stop Transfer Instructions..........................................5
5. Miscellaneous.............................................................6
5.1 Transfer; Successors and Assigns....................................6
5.2 Governing Law.......................................................6
5.3 Counterparts........................................................6
5.4 Titles and Subtitles................................................6
5.5 Notices.............................................................6
5.6 Amendments and Waivers..............................................7
5.7 Severability........................................................7
5.8 Delays or Omissions.................................................7
5.9 Entire Agreement....................................................7
Exhibit A Schedule of Purchasers
-i-
Exhibit B Form of Amended and Restated Articles of Incorporation
-ii-
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (the "AGREEMENT") is made as of the 15th day of
October, 1997 by and between UTStarcom, Inc., a Delaware corporation (the
"COMPANY") and the investors listed on EXHIBIT A attached hereto (each a
"PURCHASER" and together the "PURCHASERS").
In consideration of the mutual covenants and agreements contained herein,
including the consideration exchanged between the parties, the receipt and
sufficiency of which is hereby acknowledged, each of the parties agrees as
follows:
1. EXCHANGE AND ISSUANCE OF SERIES E PREFERRED STOCK.
1.1 EXCHANGE OF COMMON STOCK.
(a) The Company shall file with the Secretary of State of Delaware
on or before the Closing (as defined below), the Seventh Amended and Restated
Articles of Incorporation in the form attached hereto as EXHIBIT B (the
"RESTATED ARTICLES") which shall, among other things, create a new class of
Series E Preferred Stock consisting of 19,000,000 shares (hereinafter referred
to as "SERIES E PREFERRED" or "STOCK") with rights, preferences and privileges
as set forth in the Restated Articles.
(b) Subject to the terms and conditions of this Agreement, each
Purchaser agrees to exchange at the Closing (as defined below) the shares of
Common Stock then held by it for shares of Series E Preferred in accordance with
the chart set forth on EXHIBIT A attached hereto and the Company agrees to
accept such shares of Common Stock and to issue to each Purchaser shares of
Series E Preferred.
1.2 CLOSING. The exchange of the shares of Common Stock for the Series
E Preferred Stock, in accordance with the chart set forth in EXHIBIT A attached
hereto, shall take place at the offices of Wilson, Sonsini, Xxxxxxxx & Xxxxxx,
000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx, at 10:00 a.m., on October 15, 1997 or
at such other time and place as the Company and the Purchasers mutually agree
upon, orally or in writing (which time and place are designated as the
"CLOSING"). At the Closing, each Purchaser shall surrender to the Company all
certificates of Common Stock then held by it and the Company shall deliver to
each such Purchaser a certificate representing the Series E Preferred Stock and
another certificate representing Common Stock (collectively, the "EXCHANGE").
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to each Purchaser as follows:
2.1 ORGANIZATION GOOD STANDING AND QUALIFICATION. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the state of Delaware and has all requisite corporate power and authority to
carry on its business as now conducted and as proposed to be conducted. The
Company is duly qualified to transact business and is in good standing in each
jurisdiction in which the failure so to qualify would have a material adverse
effect on its business or properties.
2.2 AUTHORIZATION. All corporate action on the part of the Company, its
officers, directors and stockholders necessary for the authorization, execution
and delivery of this Agreement, the performance of all obligations of the
Company hereunder and the authorization, issuance and delivery of the Stock and
the Common Stock issuable upon conversion of the Stock (the "CONVERSION SHARES")
has been taken or will be taken prior to the Closing, and this Agreement,
constitutes a valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its respective terms except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, and other laws of general application affecting enforcement of
creditor's rights generally, as limited by laws relating to the availability of
specific performance, injunctive relief, or other equitable remedies. The Stock
and the Conversion Shares, when issued in compliance with the provisions of this
Agreement, will be validly issued and will be fully paid and nonassessable and
will have the rights, preferences and privileges described in the Restated
Articles. The shares of Common Stock issuable upon conversion of the Stock have
been duly and validly reserved and, when issued in compliance with the
provisions of this Agreement and the Restated Articles will be validly issued,
fully paid and nonassessable, and the Conversion Shares and the Stock will be
free of any liens or encumbrances other than those created by or imposed upon
the holders thereof through no action of the Company, and the Conversion Shares
and the Stock will be free of restrictions on transfer other than the
restrictions on transfer under this Agreement and under the applicable state and
federal securities laws.
2.3 GOVERNMENTAL CONSENTS. No consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, any
federal, state or local governmental authority on the part of the Company is
required in connection with the consummation of the transactions contemplated by
this Agreement, except (i) the filing of the Restated Articles with the
Secretary of State of Delaware and (ii) such filings as may be required under
applicable state and federal securities laws, which filings will be timely filed
within the applicable periods therefor.
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3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Each Purchaser hereby
represents and warrants to the Company that:
3.1 AUTHORIZATION. This Agreement, when executed and delivered by the
Purchaser will constitute a valid and legally binding obligation of the
Purchaser, enforceable in accordance with its terms, subject to laws of general
application relating to bankruptcy, insolvency and the relief of debtors and
rules of law governing specific performance, injunctive relief or other
equitable remedies.
3.2 PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is made with the
Purchaser in reliance upon the Purchaser's representation to the Company, which
by the Purchaser's execution of this Agreement the Purchaser hereby confirms,
that Stock or Conversion Shares to be acquired by the Purchaser will be acquired
for investment for the Purchaser's own account, not as a nominee or agent, and
not with a view to the resale or distribution of any part thereof and that the
Purchaser has no present intention of selling, granting any participation in, or
otherwise distributing the same. By executing this Agreement, the Purchaser
further represents that the Purchaser does not presently have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
Stock or the Conversion Shares. The Purchaser understands that the Conversion
Shares and the Stock have not been, and will not be, registered under the
Securities Act by reason of a specific exemption from the registration
provisions of the Securities Act which depends upon, among other things, the
bona fide nature of the investment intent and the accuracy of the Purchaser's
representations as expressed herein. The Purchaser has not been formed for the
specific purpose of acquiring the Stock and the Conversion Shares.
3.3 DISCLOSURE OF INFORMATION. The Purchaser believes it has received
all the information it considers necessary or appropriate for deciding whether
to consummate the Exchange. The Purchaser further represents that it has had an
opportunity to ask questions and receive answers from the Company regarding the
terms and conditions of the Exchange. The Purchaser's decision to acquire the
Stock is based in part on the answers to such questions as the Purchaser and its
representatives have raised concerning the transaction and on its own evaluation
of the risks and merits of the purchase and the Company's proposed business
activities. The foregoing, however, does not limit or modify the representations
and warranties of the Company in Section 2 of this Agreement or the right of the
Purchaser to rely thereon.
3.4 INVESTMENT EXPERIENCE; ECONOMIC RISK. The Purchaser has substantial
experience in evaluating and investing in private placement transactions of
securities in companies similar to the Company, so that it is capable of
evaluating the merits and risks of its investment in the Company and has the
capacity to protect its own interests. The Purchaser understands that the
Exchange is a speculative investment which involves a high degree of risk of
loss of the Purchaser's investment therein. The Purchaser is able to bear the
economic risks of its investment in the Stock for an indefinite period of time,
including the risks of a complete loss of the Purchaser's investment in such
securities. The foregoing does not, however, limit or modify the representations
and
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warranties of the Company set forth in Section 2 of this Agreement, or the
right of the Purchasers to rely thereon.
3.5 RESTRICTED SECURITIES. The Purchaser understands that the
Conversion Shares and the Stock are characterized as "RESTRICTED SECURITIES"
under the federal securities laws inasmuch as they are being acquired from
the Company in a transaction not involving a public offering and that under
such laws and applicable regulations such Conversion Shares and Stock may be
resold without registration under the Securities Act only in certain limited
circumstances. The Purchaser acknowledges that the Conversion Shares and the
Stock must be held indefinitely unless subsequently registered under the
Securities Act or an exemption from such registration is available. The
Purchaser is aware of the provisions of Rule 144 promulgated under the
Securities Act which permit limited resale of shares purchased in a private
placement subject to the satisfaction of certain conditions, including, among
other things, the existence of a public market for the shares, the
availability of certain current public information about the Company, the
resale occurring not less than two years after a party has purchased and paid
for the security to be sold, the sale being effected through a "BROKER'S
TRANSACTION" or in transactions directly with a "MARKET MAKER" (as provided
by Rule 144(f)) and the number of shares being sold during any three-month
period not exceeding specified limitations.
3.6 NO PUBLIC MARKET. The Purchaser understands that no public market
now exists for any of the securities issued by the Company, that the Company has
made no assurances that a public market will ever exist for the Conversion
Shares or the Stock or the underlying Common Stock and that, even if such a
public market exists at some future time, the Company may not then be satisfying
the current public information requirements of Rule 144.
3.7 LEGENDS. The Purchaser understands that the Stock (and the Common
Stock issuable upon conversion thereof), and any securities issued in respect
thereof or exchange therefor, may bear one or all of the following legends:
(a) "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF FIRST REFUSAL AND MAY BE
TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF CERTAIN DOCUMENTS, COPIES OF
WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."
(b) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED
OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT COVERING SUCH SECURITIES, (B) THE SALE IS MADE IN ACCORDANCE WITH RULE
144 OR 701 UNDER THE ACT OR (C) THE CORPORATION RECEIVES AN OPINION OF COUNSEL
FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING
THAT SUCH SALE IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF SUCH ACT."
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(c) Any legend required by the laws of the State of California.
(d) Any legend required by the Blue Sky laws of any other state to
the extent such laws are applicable to the shares represented by the certificate
so legended.
3.8 TAX LIABILITY; LEGAL REPRESENTATION. They have reviewed with their
own tax advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. They have relied
solely on such advisors and not on any statements or representations of the
Company or any of its agents. They understand that they (and not the Company)
shall be responsible for their own tax liability that may arise as a result of
this investment or the transactions contemplated by this Agreement. Xxxxxx
Xxxxxxx Xxxxxxxx & Xxxxxx ("WSGR") is counsel for the Company only and is not
acting as counsel for the Purchasers. WSGR has not conducted an independent
inquiry to determine the accuracy of any of the representations of the Company.
Each Purchaser is advised to consult with their own legal counsel.
3.9 RISK FACTORS. The Purchaser realizes that the acquisition of the
Stock will be a highly speculative investment and involves a high degree of
risk, and the Purchaser is able, without impairing his financial condition, to
hold the Stock for an indefinite period of time and to suffer a complete loss of
the Purchaser's investment.
4. POST-CLOSING COVENANTS OF THE COMPANY AND THE PURCHASERS.
4.1 MARKET STANDOFF AGREEMENT. Each Purchaser hereby agrees that it
shall not, to the extent requested by the Company or an underwriter of
securities of the Company, sell or otherwise transfer or dispose of any capital
stock then owned by such Holder (other than to donees or partners of the
Purchaser who agree to be similarly bound) for up to 180 days following the
effective date of a registration statement of the Company filed under the
Securities Act of 1933, as amended; PROVIDED, HOWEVER, that all officers and
directors of the Company then holding Common Stock of the Company enter into
similar agreements.
4.2 STOP TRANSFER INSTRUCTIONS. The Purchasers agree, to ensure
compliance with the restrictions referred to herein, that the Company may issue
appropriate "STOP TRANSFER" certificates or instructions and that, if the
Company transfers its own securities, it may make appropriate notations to the
same effect in its records.
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5. MISCELLANEOUS.
5.1 TRANSFER; SUCCESSORS AND ASSIGNS. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except at expressly provided
in this Agreement. Notwithstanding any other provision of this Agreement to the
contrary, the right and obligations of this Agreement may be expressly
transferred to any Purchaser's affiliate which acquires Shares and which shall
be subject to all limitations set forth herein.
5.2 GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of California.
5.3 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5.4 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
5.5 NOTICES.
(a) All notices, requests, demands and other communications under
this Agreement or in connection herewith shall be given to or made upon (i) the
Purchasers at each such Purchaser's address as shown on the books of the
Company; and (ii) the Company at 0000 Xxxxxx Xxx Xxxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxxxx 00000, attention: Chief Financial Officer with a copy to Wilson,
Sonsini, Xxxxxxxx & Xxxxxx, P.C., 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx
00000, attention: Xxxxx Xxxxxxxx.
(b) All notices, requests, demands and other communications given
or made in accordance with the provisions of this Agreement shall be in writing,
and shall be sent by airmail, return receipt requested, or by facsimile with
confirmation of receipt, and shall be deemed to be given or made when receipt is
so confirmed.
(c) Any party may, by written notice to the other, alter its
address or respondent, and such notice shall be considered to have been given
three (3) days after the airmailing or faxing thereof.
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5.6 AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended
with the written consent of the Company and the holders of at least a majority
of the Common Stock issued or issuable upon conversion of the Stock. Any
amendment or waiver effected in accordance with this Section 5.6 shall be
binding upon the Purchasers and each transferee of the Stock (or the Common
Stock issuable upon conversion thereof), each future holder of all such
securities, and the Company.
5.7 SEVERABILITY. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, portions of such provisions, or such
provisions in their entirety, to the extent necessary, shall be severed from
this Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
5.8 DELAYS OR OMISSIONS. No delay or omission to exercise any right,
power or remedy accruing to any holder of any of the Stock, upon any breach or
default of the Company under this Agreement shall impair any such right, power
or remedy of such holder nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any holder of any breach or default under this
Agreement, or any waiver on the part of any holder of any provisions or
conditions of this agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing. All remedies, either under
this Agreement or by law or otherwise afforded to any holder shall be cumulative
and not alternative.
5.9 ENTIRE AGREEMENT. This Agreement and the documents referred to
herein constitute the entire agreement between the parties hereto pertaining to
the subject matter hereof, and any and all other written or oral agreements,
including without limitation, all prior agreements for the purchase of capital
stock of the Company existing between the parties hereto are expressly canceled
and shall be of no further force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Exchange and
Rights Agreement as of the date first above written.
THE COMPANY: PURCHASER:
UTSTARCOM, INC.
By: /s/ Xxxx Xx By:
----------------------------- --------------------------------
Name: Xxxx Xx Name:
--------------------------- ------------------------------
Title: Title:
-------------------------- -----------------------------
Number of Shares of Common Stock to
be Exchanged:
-----------------------------------
*** EXCHANGE AGREEMENT ***
IN WITNESS WHEREOF, the parties hereto have executed this Exchange and
Rights Agreement as of the date first above written.
THE COMPANY: PURCHASER:
UTSTARCOM, INC.
By: By: /s/ Xxxxxxxx Xxx
----------------------------- --------------------------------
Name: Name: Xxxxxxxx Xxx
--------------------------- ------------------------------
Title: Title:
-------------------------- -----------------------------
Number of Shares of Common Stock to
be Exchanged:
2,544,796
---------
*** EXCHANGE AGREEMENT ***
IN WITNESS WHEREOF, the parties hereto have executed this Exchange and
Rights Agreement as of the date first above written.
THE COMPANY: PURCHASER:
TECHNOLOGY FUNDING VENTURE PARTNERS IV,
UTSTARCOM, INC. AN AGRESSIVE GROWTH FUND, L.P.
By Technology Funding Inc., Managing
General Partner
By: By: /s/ Xxxxxx X. Toy
----------------------------- --------------------------------
Name: Name: Xxxxxx X. Toy
--------------------------- ------------------------------
Title: Title: Vice President
-------------------------- -----------------------------
Number of Shares of Common Stock to
be Exchanged:
145,456
-----------------------------------
*** EXCHANGE AGREEMENT ***
IN WITNESS WHEREOF, the parties hereto have executed this Exchange and
Rights Agreement as of the date first above written.
THE COMPANY: PURCHASER:
UTSTARCOM, INC. TECHNOLOGY FUNDING VENTURE
PARTNERS V, AN AGGRESSIVE
GROWTH FUND, L.P.
By Technology Funding Inc.,
Managing General Partner
By: By: /s/ Xxxxxx X. Toy
---------------------------- --------------------------------
Name: Name: Xxxxxx X. Toy
-------------------------- ------------------------------
Title: Title: Vice President
------------------------- -----------------------------
Number of Shares of Common Stock to be
Exchanged:
145,456
-----------------------------------
*** EXCHANGE AGREEMENT ***
IN WITNESS WHEREOF, the parties hereto have executed this Exchange and
Rights Agreement as of the date first above written.
THE COMPANY: PURCHASER:
UTSTARCOM, INC.
By: By: /s/ Shudan Zhang
---------------------------- --------------------------------
Name: Name: Shudan Zhang
-------------------------- ------------------------------
Title: Title: V.P UTStarcom (China)
------------------------- -----------------------------
Number of Shares of Common Stock to be
Exchanged:
740,052
-------
*** EXCHANGE AGREEMENT ***
IN WITNESS WHEREOF, the parties hereto have executed this Exchange and
Rights Agreement as of the date first above written.
THE COMPANY: PURCHASER:
UTSTARCOM, INC.
By: By: /s/ Xxxxxxx Xxx
------------------------------ --------------------------------
Name: Name: Xxxxxxx Xxx
--------------------------------
Title: Title:
---------------------------- --------------------------------
Number of Shares of Common Stock to be
Exchanged:
1,052,777
-----------------------------------
IN WITNESS WHEREOF, the parties hereto have executed this Exchange and
Rights Agreement as of the date first above written.
THE COMPANY: PURCHASER:
UTSTARCOM, INC.
By: By: /s/ Xxx Xxxx
------------------------------ --------------------------------
Name: Name: Xxx Xxxx
---------------------------- --------------------------------
Title: Title:
---------------------------- --------------------------------
Number of Shares of Common Stock to be
Exchanged:
432,780
-------
*** EXCHANGE AGREEMENT ***
IN WITNESS WHEREOF, the parties hereto have executed this Exchange and
Rights Agreement as of the date first above written.
THE COMPANY: PURCHASER:
UTSTARCOM, INC.
By: By: /s/ Xxxx Xx
------------------------------ --------------------------------
Name: Name: Xxxx Xx
---------------------------- --------------------------------
Title: Title: E. VP
---------------------------- --------------------------------
Number of Shares of Common Stock to be
Exchanged:
2,558,091
---------
*** EXCHANGE AGREEMENT ***
IN WITNESS WHEREOF, the parties hereto have executed this Exchange and
Rights Agreement as of the date first above written.
THE COMPANY: PURCHASER:
UTSTARCOM, INC.
By: By: /s/ Xxxx Xx
------------------------------ --------------------------------
Name: Name: Xxxx Xx
---------------------------- --------------------------------
Title: Title: CEO
---------------------------- --------------------------------
Number of Shares of Common Stock to be
Exchanged:
1,560,591
---------
*** EXCHANGE AGREEMENT ***
IN WITNESS WHEREOF, the parties hereto have executed this Exchange and
Rights Agreement as of the date first above written.
THE COMPANY: PURCHASER:
UTSTARCOM, INC.
By: By: /s/ Xxxxx Xxxxxxxx
------------------------------ --------------------------------
Name: Name: Xxxxx Xxxxxxxx
---------------------------- --------------------------------
Title: Title:
---------------------------- --------------------------------
Number of Shares of Common Stock to be
Exchanged:
50,000
------
*** EXCHANGE AGREEMENT ***
IN WITNESS WHEREOF, the parties hereto have executed this Exchange and
Rights Agreement as of the date first above written.
THE COMPANY: PURCHASER:
UTSTARCOM, INC.
By: By: /s/ Xxxxx Xxxx
------------------------------ --------------------------------
Name: Name: Xxxxx Xxxx
---------------------------- --------------------------------
Title: Title:
---------------------------- --------------------------------
Number of Shares of Common Stock to be
Exchanged:
436,314
-------
*** EXCHANGE AGREEMENT ***
IN WITNESS WHEREOF, the parties hereto have executed this Exchange and
Rights Agreement as of the date first above written.
THE COMPANY: PURCHASER:
UTSTARCOM, INC.
By: By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------- ------------------------------------
Name: Name: Xxxxxxx Xxxxxxxxx
------------------------ ---------------------------------
Title: Title:
------------------------ ---------------------------------
Number of Shares of Common Stock to be
Exchanged:
10,664
------
*** EXCHANGE AGREEMENT ***
IN WITNESS WHEREOF, the parties hereto have executed this Exchange and
Rights Agreement as of the date first above written.
THE COMPANY: PURCHASER:
UTSTARCOM, INC.
By: By: /s/ Xxxxxxx Xxxxxxxx
--------------------------- ------------------------------------
Name: Name: Xxxxxxx Xxxxxxxx
------------------------ ---------------------------------
Title: Title:
------------------------ ---------------------------------
Number of Shares of Common Stock to be
Exchanged:
40,000
------
*** EXCHANGE AGREEMENT ***
IN WITNESS WHEREOF, the parties hereto have executed this Exchange and
Rights Agreement as of the date first above written.
THE COMPANY: PURCHASER:
UTSTARCOM, INC.
By: By: /s/ Xxxx Xxxxx
--------------------------- ------------------------------------
Name: Name: Xxxx Xxxxx
------------------------ ---------------------------------
Title: Title: VP
------------------------ ---------------------------------
Number of Shares of Common Stock to be
Exchanged:
128,000
-------
*** EXCHANGE AGREEMENT ***
IN WITNESS WHEREOF, the parties hereto have executed this Exchange and
Rights Agreement as of the date first above written.
THE COMPANY: PURCHASER:
UTSTARCOM, INC.
By: By: /s/ Xxxxx Xxxx
--------------------------- ------------------------------------
Name: Name: Xxxxx Xxxx
------------------------ ---------------------------------
Title: Title:
------------------------ ---------------------------------
Number of Shares of Common Stock to be
Exchanged:
31,200
------
IN WITNESS WHEREOF, the parties hereto have executed this Exchange and
Rights Agreement as of the date first above written.
THE COMPANY: PURCHASER:
UTSTARCOM, INC.
By: By: /s/ Xxxxx Xxxx
--------------------------- ------------------------------------
Name: Name: Xxxxx Xxxx
------------------------ ---------------------------------
Title: Title:
------------------------ ---------------------------------
Number of Shares of Common Stock to be
Exchanged:
32,000
------
*** EXCHANGE AGREEMENT ***
IN WITNESS WHEREOF, the parties hereto have executed this Exchange and
Rights Agreement as of the date first above written.
THE COMPANY: PURCHASER:
UTSTARCOM, INC.
By: By:
--------------------------- ------------------------------------
Name: Name: Yoh Xxxx Xx
------------------------ ---------------------------------
Title: Title: [illegible]
------------------------ ---------------------------------
Number of Shares of Common Stock to be
Exchanged:
100,000
-------
*** EXCHANGE AGREEMENT ***
IN WITNESS WHEREOF, the parties hereto have executed this Exchange and
Rights Agreement as of the date first above written.
THE COMPANY: PURCHASER:
UTSTARCOM, INC.
By: By: /s/ Li Zhang
--------------------------- ------------------------------------
Name: Name: Li Zhang
------------------------ ---------------------------------
Title: Title:
------------------------ ---------------------------------
Number of Shares of Common Stock to be
Exchanged:
36,000
------
*** EXCHANGE AGREEMENT ***
EXHIBIT A
SCHEDULE OF PURCHASERS
Technology Funding Venture Partners IV
Technology Funding Venture Partners V
Shudan Zhang
Xxxxxxxx Xxx
Xxxx Xx
Xxxxxxx Xxx
Xxx Xxxx
Xxxx Xx
Xxxxx Xxxxxxxx
Xxxxx Xxxx
Xxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxx
Xxxx Xxxxx
Xxxxx Xxxx
Xxxxx Xxxx
Yoh Xxxx Xx
Xx Xxxxx
EXHIBIT B
SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
