OEM Agreement – UTStarcom Inc. and Interwave Communications International Ltd.

AMENDMENT

TO
OEM AGREEMENT BETWEEN UTSTARCOM, INC. AND INTERWAVE

COMMUNICATIONS
INTERNATIONAL, LTD., DATED JULY 14, 2000

This Amendment is
dated and entered into as of the 27th day of September 2002 by and
between UTStarcom, Inc., a Delaware corporation with its place of business at
1275 Harbor Bay Parkway, Alameda, CA 94502, USA (hereinafter referred to as
“UTStarcom”) and Interwave Communications International, Ltd., a Bermuda
company having offices at Clarendon House, 2 Church Street, Hamilton HM DX,
Bermuda (hereinafter referred to as “Interwave”) (collectively, the “Parties”).

WHEREAS, The
Parties entered into a contractual relationship on July 14, 2000 (referred
to herein as the “Original OEM Agreement”) for UTStarcom to purchase certain
products and for resale as defined in the Original OEM Agreement;

WHEREAS, UTStarcom
has expressed an interest in making an equity investment in Interwave in
exchange for a) the development and production by Interwave of certain
technology relating to [***] compatible with UTStarcom’s [***] specifications;
and b) incorporation of said technology into [***], where UTStarcom would
purchase said products from Interwave pursuant to the terms of the Original OEM
Agreement and this Amendment;

NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and conditions herein
contained, the Parties mutually agree as follows:

1.             [***]
Purchase Agreement

In
consideration of Interwave’s provision of technical design and product
production services as described herein, UTStarcom shall purchase [***]
pursuant to the terms of a [***] Purchase Agreement (attached hereto as
Exhibit A).

 














 

2.             Technical
Design Services

In
return for UTStarcom’s equity investment in Interwave as described in
Section 1 of this Amendment, Interwave shall provide technical design
services with respect to [***] being made compatible with UTStarcom’s [***]
specifications. These technical design services shall be provided pursuant to
the specifications attached hereto as Exhibit B, and shall be completed
pursuant to the delivery schedule attached hereto as Exhibit C.

3.             Product
Production Services

In
further consideration of [***] as described in Section 1 of this
Amendment, Interwave shall produce, pursuant to the terms of this Amendment and
the Original OEM Agreement, [***] described in Section 2 of this Amendment.
Interwave shall provide these [***] to UTStarcom at [***]. Interwave
acknowledges and agrees that [***].

4.             Software
Escrow

Interwave
acknowledges the importance to UTStarcom of having access to the technical
designs created by Interwave pursuant to Section 2 of this Amendment in
the event that interWAVE goes into liquidation or ceases business. Accordingly,
Interwave agrees that it shall forthwith upon the completion of the technical
designs intended by Section 2 place all software (including source code),
firmware, documentation, and all other intellectual property necessary for the
manufacture of the [***] into an escrow reasonably acceptable to UTStarcom,
pursuant to terns and conditions expressed in the Software Escrow Agreement
attached hereto as Exhibit D of this Amendment. All items placed into said
escrow shall be used by UTStarcom only for the purpose of manufacturing the
[***] that incorporates such technical designs and for no other purpose.

5.             Limited
Effect of Amendment

Aside
from the modification in this Amendment, the remaining terms and conditions of
the Original OEM Agreement shall remain unaffected by this Amendment.

 

 

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IN WITNESS
WHEREOF, the Parties hereto have caused this Amendment to be executed by their
respective duly authorized representatives as of the date first above written.
All copies of this Amendment, signed by both Parties, shall be deemed
originals.

 

Interwave Communications			UTStarcom, Inc.
International, Ltd.
By:	/s/ PRISCILLA LU		By:	/s/ HONG LU
Name:	Priscilla Lu		Name:	Hong Lu
Title:	Chief Executive Officer		Title:	Chief Executive Officer
Date:	September __, 2002		Date:	September __, 2002

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Execution
Copy

UTSTARCOM, INC.

AND

INTERWAVE COMMUNICATIONS
INTERNATIONAL LTD.

STOCK PURCHASE AGREEMENT

SEPTEMBER 27, 2002

STOCK PURCHASE AGREEMENT

THIS
STOCK PURCHASE AGREEMENT is made as of the ___ day of September 2002, by and between UTStarcom,
Inc. (“UTStarcom” or the “Investor”), a corporation organized under the laws of
the State of Delaware, USA, with its principal place of business at 1275 Harbor
Bay Parkway, Alameda, CA 94502 USA and interWAVE Communications International,
Ltd. (the “Company”), a corporation organized under the laws of Bermuda, with
its principal place of business at Clarendon House, 2 Church Street, P.O. Box
HM 1022, Hamilton, Bermuda.

WHEREAS, the parties have
agreed in principle upon the purchase of shares of Common Stock of the Company
by the Investor.

NOW, THEREFORE, THE
PARTIES HEREBY AGREE AS FOLLOWS:

1.             Purchase and Sale of Common Stock.

1.1          Sale of the Common Shares. 
At the Closing (as defined below) and subject to the terms and
conditions of this Agreement, Company will issue and sell for [***] the number
of shares of the Company’s Common Stock obtained by dividing the [***] into
[***] (the “Common Stock”) to the Investor, and the Investor will buy the
Common Stock from the Company, at the Closing, for the per share purchase price
determined as set forth above (the “Purchase Price”). The parties agree that
the Investor may assign the right and obligation to purchase the Common Stock
for the Purchase Price, and all of its other rights and obligations under this
Agreement, to an “Affiliate,” in which case the term “Investor” shall refer
herein to such Affiliate.  “Affiliate”
means, with respect to any specified person, any other person that directly or
indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, such specified person.  In the event that Investor assigns this Agreement to an
Affiliate, UTStarcom shall guarantee and remain liable for the performance of
such Affiliate’s obligations hereunder.  as reported by the Nasdaq National Market (or, if such market is
not the principal trading market for the Common Stock, as reported by such
principal trading market).

1.2          Closing.  The closing
of purchase and sale of the Shares to be sold and purchased hereunder (the
“Closing”) shall occur on September 26, 2002 (the “Closing Date”) at 10:00
a.m. at the offices Wilson, Sonsini, Goodrich and Rosati, 650 Page Mill Road,
Palo Alto, California 94304, USA.  The
per share price is calculated to be [***] US dollars, and the number of shares
to be sold is calculated to be [***] shares, as shown in the attached
calculation in Exhibit A.

2.             Closing Date, Delivery.

2.1          Closing Date. 
The Closing shall be held on September 26, 2002 or such other date
as the Company and the Investor may agree upon (the “Closing Date”).

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2.2          Delivery. 
At the Closing, the Company will deliver to the Investor a stock
certificate, registered in the Investor’s name, representing the Shares,
against payment of the Purchase Price by certified or cashier’s check payable
to the Company, or by wire transfer of immediately available same day funds per
the Company’s wiring instructions.

2.3          Further Assurances. 
The Company and the Investor hereby covenant and agree without the
necessity of any further consideration, to execute, acknowledge and deliver any
and all such other documents and take any such other action as may be
reasonably necessary to carry out the intent and purposes of this Agreement.

3.             Representations and Warranties of the Company. 
The Company hereby represents and warrants to the Investor that, except
as set forth on the Schedule of Exceptions (the “Schedule of Exceptions,”
attached hereto as Exhibit A1) furnished to the Investor on the date
hereof, which exceptions shall be deemed to be representations and warranties
as if made hereunder and which shall be identified as exceptions to specific
Sections of this Agreement:

3.1          Organization, Good Standing and Qualification. 
The Company is a corporation duly organized, validly existing and in
good standing under the laws of Bermuda. 
The Company has all requisite corporate power and corporate authority to
own and operate its properties and assets, to carry on its business as now conducted
and as proposed to be conducted, to sell the Shares, to enter into this
Agreement, and to carry out the transactions contemplated hereunder and
thereunder.  The Company, and each of
its subsidiaries, is qualified to transact business and is in good standing in
each jurisdiction in which the failure to qualify would have, or could
reasonably be expected to have, a material adverse effect on the business,
properties, financial condition or results of operations of the Company and its
subsidiaries taken as a whole (a “Material Adverse Effect”).  The Company has delivered to the Investor
true, correct and complete copies of the Company’s Certificate of Incorporation
(the “Certificate”) and the Company’s By-laws in effect on the date hereof.

3.2          Capitalization and Voting Rights.

(a)           The capital stock of the Company as
of September 5, 2002 consisted of:

(i)             100,000,000 authorized shares of Common Stock, of
which 58,130,029 shares are issued and outstanding

(ii)          10,000,000 authorized shares of Preferred Stock, of
which zero shares are issued and outstanding

(b)           Except as set forth in the Company’s
report on Form 10-K for the fiscal year ended June 30, 2001, the
Company’s proxy statement for its 2001 annual general meeting of shareholders
and the Company’s Quarterly Reports on Form 10-Q for the periods ended
September 30, 2001, December 31, 2002, and March 31, 2001
(collectively, the “Company’s Public Filings”) or in Section 3.2 of the
Schedule of Exceptions there are: (i) no outstanding options, warrants,
rights (including conversion or preemptive rights) or agreements pursuant to
which the

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Company is or may
become obligated to issue, sell or repurchase any shares of its capital stock
or any other securities of the Company; (ii) no restrictions on the
transfer of capital stock of the Company imposed by the Certificate or By-laws
of the Company, or any agreement to which the Company is a party, any order of
any court or any governmental agency to which the Company is subject, or any
statute other than those imposed by relevant state and federal securities laws;
and (iii) no cumulative voting rights for any of the Company’s capital
stock.  The Company has, as of December 31,
2001, reserved up to Nineteen Million Seven Hundred Thirty Thousand
(19,730,000) shares of its Common Stock for the issuance of Common Stock
pursuant to the exercise of outstanding options and warrants or options to be
granted in the future under its stock option and stock purchase plans listed on
Section 3.2 of the Schedule of Exceptions.

(c)           Except as set forth in the Company’s
Public Filings or in Section 3.2 of the Schedule of Exceptions, the
Company is not a party to any agreement or understanding which affects or
relates to, the voting of shares of capital stock of the Company or the giving
of written consents by a shareholder or director of the Company.

3.3          Subsidiaries. 
Except as set forth in the Company’s Public Filings or in
Section 3.3 of the Schedule of Exceptions, the Company has never owned and
does not presently own or control, directly or indirectly, any other
corporation, association, or other business entity and has never owned or
controlled and does not currently own or control, directly or indirectly, any
capital stock or other ownership interest, directly or indirectly, in any
corporation, association, partnership, trust, joint venture or other
entity.  Each of the Company’s
subsidiaries is duly organized and existing under the laws of its jurisdiction
or organization and is in good standing under such laws.  None of the Company’s subsidiaries owns or
leases property or engages in any activity in any jurisdiction that might
require its qualification to do business as a foreign corporation and in which
failure to do so would have a Material Adverse Effect.

3.4          Authorization. 
All corporate action on the part of the Company and its stockholders
necessary, for the authorization, execution and delivery of the Transaction
Agreements, the performance of all obligations of the Company hereunder and
thereunder and the authorization, issuance and delivery of the Shares to be
sold hereunder, has been taken or will be taken prior to the Closing.  The Transaction Agreements have been duly
executed and delivered by the Company and constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
their terms (except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general application
relating to or affecting enforcement of creditors rights).  The execution, delivery and performance of
the Transaction Agreements and compliance with the provisions thereof by the
Company, will not:

(a)           violate any provision of law,
statute, ordinance, rule or regulation or any ruling, writ, injunction, order,
judgment or decree of any court, administrative agency or other governmental
body, the violation of which would have a Material Adverse Effect;

(b)           conflict with or result in any breach
of any of the terms, conditions or provisions of, or constitute (with due
notice or lapse of time, or both) a default (or give rise to any

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right of termination,
cancellation or acceleration) under (i) any material agreement, document,
instrument, contract, understanding, arrangement, note, indenture, mortgage or
lease to which the Company is a party or under which the Company or any of its
assets is bound or affected, (ii) the Company’s Restated Certificate, or
(iii) the By-laws of the Company; or

(c)           result in the creation of any lien,
security interest, charge or encumbrance upon any of the properties or assets
of the Company.

3.5          Valid Issuance of Common Stock.

(a)           When issued, sold and delivered in
accordance with the terms hereof for the consideration expressed herein, the
Shares will be validly issued and outstanding, fully paid and nonassessable and
not subject to any preemptive rights, rights of first refusal or other similar
rights imposed by the Company.

(b)           The outstanding shares of Common
Stock are all duly authorized and validly issued, fully paid and nonassessable.

3.6          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 the
Agreement, except for registration or qualification, or taking such action to
secure exemption from such registration or qualification, of the Shares under
applicable state or federal securities laws, which actions shall be taken, by
and at the expense of the Company, on a timely basis as may be required.

3.7          Litigation. 
Except as set forth in Section 3.7 of the Schedule of Exceptions,
there is no action, suit, proceeding or investigation pending or, to the
Company’s knowledge, currently threatened against the Company which questions
the validity of the Transaction Agreements or the right of the Company to enter
into such agreements, or to consummate the transactions contemplated thereby,
or which reasonably would be expected to have, either individually or in the
aggregate, a Material Adverse Effect, nor is the Company aware that there is
any basis for the foregoing.  To the
Company’s knowledge, there are no legal actions or investigations pending or
threatened in writing involving the employment by or with the Company of any of
the Company’s current or former employees, their use in connection with the
Company’s business of any information or techniques allegedly proprietary to
any of their former employers, or their obligations under any agreements with
prior employers or alleging a violation of any federal, state or local statute
or common law relationship with the Company. 
The Company is not a party to any order, writ, injunction; judgment or
decree of any court that has had, or could reasonably be expected to have, a
Material Adverse Effect.

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3.8          Employees and Consultants. 
Except as set forth in Section 3.8 of the Schedule of Exceptions:

(a)           To the Company’s knowledge; none of
its employees is obligated under any contract (including licenses, covenants or
contracts of any nature) or other agreement, or subject to any judgment, decree
or order of any court or administrative agency, that would interfere with the
use of his best efforts to promote the interests of the Company or that would
conflict with the Company’s business as proposed to be conducted.  Neither the execution nor delivery of the
Transaction Agreements, nor the carrying on of the Company’s business by the
employees of the Company, nor the conduct of the Company’s business as
proposed, will, to the Company’s knowledge, conflict with or result in a breach
of the terms, conditions or provisions of, or constitute a default under, any
material contract, covenant or instrument under which any of such employees is
now obligated.

(b)           Each employee of, or consultant to,
the Company, who has or is proposed to have access to confidential or
proprietary information of the Company, is a signatory to, and is bound by, an
agreement with the Company relating to nondisclosure, proprietary information
and, with respect to employees, assignment of patent, copyright and other
intellectual property rights.

(c)           To the knowledge of the Company, no
employee of, or consultant to, the Company is in violation of any term of any
employment contract, patent disclosure agreement or any other contract or
agreement between such individual and the Company including, but not limited
to, those matters relating to (i) the relationship of any such employee
with the Company or to any other party as a result of the nature of the
Company’s business as currently conducted, or (ii) unfair competition,
trade secrets or proprietary information.

3.9          Patents and Trademarks. 
The Company owns or possesses all rights to use all patents, patent
rights or licenses, inventions, collaborative research agreements, trade
secrets, know-how, trademarks, service marks, trade names and copyrights which
are necessary to conduct its businesses as described in the Company’s Public
Filings.  Except as set forth in the
Company’s Public Filings or in Section 3.9 of the Schedule of Exceptions,
The Company has not received any written communications alleging that the
Company has violated or, by conducting its business as proposed, would violate
any of the Intellectual Property of any other person or entity.  Compliance with Other Instruments.  The Company is not in violation or default
of any provisions of the Restated Certificate or the Company’s By-laws or of
any instrument, judgment, order, writ or decree.

3.10        Agreements;
Action.

(a)           Except for agreements explicitly
contemplated hereby and as set forth in the Company’s Public Filings or in
Section 3.10 of the Schedule of Exceptions, there are no agreements,
understandings, transactions or proposed transactions between the Company and
any of its officers, directors, or affiliates, or any affiliate thereof of a
nature required to be disclosed pursuant to the provisions of
Regulation S-K.

(b)           Except as set forth in the Company’s
Public Filings or in Section 3.10 of the Schedule of Exceptions, since
December 31, 2001 the Company has not (i) declared or paid any
dividends, or authorized or made any distribution upon or with respect to any
class or series of its

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capital stock, or
(ii) sold, exchanged or otherwise disposed of any of its assets or rights,
other than in the ordinary course of business.

(c)           The Company has not admitted in
writing its inability to pay its debts generally as they become due, filed or
consented to the filing against it of a petition in bankruptcy or a petition to
take advantage of any insolvency act, made an assignment for the benefit of
creditors, consented to the appointment of a receiver for itself or for the
whole or any substantial part of its property, or had a petition in bankruptcy
filed against it, been adjudicated a bankrupt, or filed a petition or answer
seeking reorganization or arrangement under the federal bankruptcy laws or any
other laws of the United States or any other jurisdiction.

(d)           The Company is in compliance in all
material respects with all obligations, agreements and conditions contained in
any evidence of indebtedness or any loan agreement or other contract or
agreement (whether or not relating to indebtedness) to which the Company is a
party or is subject (collectively, the “Obligations”), the lack of compliance
with which could afford to any person the right to (i) accelerate any
indebtedness or (ii) terminate any right or agreement of the Company, the
termination of which would have a Material Adverse Effect.  To the Company’s knowledge, all other
parties to such Obligations are in compliance with the terms and conditions of
such Obligations.

3.11        Title to Property and Assets. 
The Company has good title to all of its assets, including all
properties and assets reflected on its December 31, 2001 Balance Sheet,
free and clear of all liens, claims, restrictions or encumbrances, except those
assets disposed of since the date of such Balance Sheet in the ordinary course
of business, none of which either alone or in the aggregate are material,
either in nature or amount, to the business of the Company.  All machinery and equipment included in such
properties which are material to the business of the Company are in good
condition and repair, ordinary wear and tear excepted, and each lease of real
or personal property to which the Company is a party is effective, affords the
Company peaceful and undisturbed possession of the subject matter of the lease,
and such lease is free of any liens, claims restrictions or encumbrances.  Each such lease constitutes a valid and
binding obligation of, and is enforceable in accordance with its terms against,
the Company and, to the Company’s knowledge, the other respective parties
thereto.  Except as provided in the
Company’s Public Filings or in Section 3.11 of the Schedule of Exceptions;
with respect to the property and assets it leases, the Company is in all
respects in compliance with such leases, has not received notice of any
allegations that it is in default thereunder in any respect and holds a valid
leasehold interest free of any liens, claims or encumbrances.

3.12        Financial Statements. 
The Company has delivered to the Investor (i) its report on
Form 10-K for the year ended June 30, 2001 containing its audited
Balance Sheets at June 30, 2000 and 2001 and its audited Statements of
Operations, Statements of Shareholder’s Equity and Statements of Cash Flow for
the years ended June 30, 1999, 2000 and 2001 (the “Audited Financial
Statements”); and (ii) the unaudited financial statements appearing in the
Company’s reports on Form 10-Q for the quarters ended September 30,
2001, December 31, 2001 and March 31, 2002 (the “Unaudited Financial
Statements”).  The Audited Financial
Statements and the Unaudited Financial

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Statements are
collectively referred to as the “Financial Statements”.  The Financial Statements have been prepared
in accordance with the United States generally accepted accounting principles
(“GAAP”) applied on a consistent basis throughout the periods indicated and
fairly present the financial condition and consistent operating results of the
Company as of the dates, and for the periods, indicated therein, provided that
the Unaudited Financial Statements may not contain complete footnote disclosure
which would be required by GAAP and are subject to audit adjustments.  Since December 31, 2001, the Company
has conducted its business in the ordinary course, and there has not been any
material adverse change in the financial condition or operations of the
Company.  Except as set forth in the
Financial Statements and in the material agreements listed in Section 3.12
of the Schedule of Exceptions, the Company has no material liabilities,
contingent or otherwise, other than (i) liabilities incurred in the
ordinary course of business subsequent to September 30, 2001 and
(ii) obligations under contracts and commitments incurred in the ordinary
course of business and not required under GAAP to be reflected in the Financial
Statements, which, in both cases, individually or in the aggregate, are not
material to the financial condition or operating results of the Company.  Except as disclosed in the Financial
Statements, the Company is not a guarantor or indemnitor of any indebtedness of
any other person, firm or corporation. 
The Company maintains and consistently applies and will continue to
maintain and consistently apply a standard system of accounting established and
administered in accordance with GAAP.

Since June 30, 2000,
the Company has filed all required reports, schedules, forms, statements and
other documents (including exhibits and all other information incorporated
therein) with the SEC (“Company SEC Documents”).  As of their respective dates, the Company SEC Documents complied
in all material respects with the requirements of the Securities Act or the
Securities Exchange Act, as the case may be, and the rules and regulations of
the SEC promulgated thereunder applicable to such Company SEC Documents, and no
Company SEC Documents when filed contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.  The financial statements of the Company
included in Company SEC Documents complied as to form, as of their respective
dates of filing with the SEC, in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto, have been prepared in accordance with GAAP (except, in the
case of unaudited statements, as permitted by Form 10-Q of the SEC)
applied on a consistent basis during the periods involved (except as may be
indicated in the notes thereto) and fairly present the consolidated financial
position of the Company and its consolidated subsidiaries as of the dates
thereof and the consolidated results of their operations and cash flows for the
periods then ended (subject, in the case- of unaudited statements, to normal
year-end audit adjustments).

3.13        Employee Benefit Plans. 
To the Company’s knowledge, the Company is in compliance with applicable
laws governing the Company’s “employee benefit plans” as such term is defined
in Section 3(3) of the Employee Retirement Income Security Act of 1974,
except where such failure to comply would not have a Material Adverse Effect.

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3.14        Tax Returns, Payments and Elections. 
The Company has filed all tax returns and reports as required, and
within the time prescribed, by law, including without limitation, all federal,
state and local income, excise or franchise tax returns, real estate and
personal property tax returns, sales and use tax returns, payroll tax returns and
other tax returns or reports required to be filed by it.  These returns and reports are true and
correct in all material respects.  The
Company has paid or made provision for the payment of all accrued and unpaid
taxes and other charges to which the Company is subject and which are not
currently due and payable.  The federal
income tax returns of the Company have never been audited by the Internal
Revenue Service, and the Company has not agreed to an extension of the statute
of limitations with respect to any of its tax years.  Neither the Internal Revenue Service nor any other taxing
authority is now asserting, nor is threatening in writing to assert, against
the Company any deficiency or claim for additional taxes or interest thereon or
penalties in connection therewith; nor does such deficiency or claim or basis
for such deficiency or claim exist.  The
Company has not made any elections pursuant to the Internal Revenue Code of
1986, as amended (the “Code”) (other than elections which relate solely to methods
of accounting, depreciation or amortization) which would have a Material
Adverse Effect as the Company’s business is presently conducted or proposed to
be conducted.

3.15        Insurance. 
The Company has in full force and effect fire, casualty and liability
insurance policies, with coverage, in the case of property insurance,
sufficient in amount (subject to reasonable deductibles) to allow it to replace
any of its material properties or assets that might be damaged or destroyed,
and in the case of casualty and liability insurance, in amounts customary and
adequate for businesses similar to the business of the Company.

3.16        Labor Agreements and Actions. 
The Company does not have any collective bargaining agreements covering
any of its employees, nor is the Company bound by or subject to (and none of
its assets or properties is bound by or subject to) any written or oral,
express or implied, contract, commitment or arrangement with any labor union,
and no labor union has requested or, to the knowledge of the Company, has
sought to represent any of the employees, representatives or agents of the
Company.  There is no strike or other
labor dispute involving the Company pending, or to the knowledge of the Company
threatened in writing, which could have a Material Adverse Effect (as the
Company’s business is presently conducted and as it is proposed to be
conducted), nor is the Company aware of any labor organization activity
involving its employees.  Offering.  Subject to the accuracy of the Investor’s
representations set forth in Section 4 of this Agreement, the offer, sale
and issuance of the Shares to be issued in conformity with the terms of this
Agreement constitute transactions which are: (i) in compliance with
applicable federal and state securities laws; and (ii) exempt from the
registration requirements of the Securities Act and from all applicable state
registration or qualification requirements, other than those with which the
Company has complied or will comply.

3.17        Environmental
Matters.

(a)           To the Company’s knowledge, the
Company is not in violation of any Environmental Law (as hereinafter defined)
and to its knowledge, no material expenditures are or will be required in order
to comply with any Environmental Law. 
As used in this Agreement,

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“Environmental Law” shall
mean any applicable federal, state and local law, ordinance, rule or regulation
that regulates, fixed liability for, or otherwise relates to, the handling, use
(including use in industrial processes, in construction, as building materials,
or otherwise), treatment, storage and disposal of hazardous and toxic wastes
and substances, and to the discharge, leakage, presence, migration, actual
Release (as hereinafter defined) or threatened Release (whether by disposal, a
discharge into any water source or system or into the air, or otherwise) of any
pollutant or effluent.

(b)           The Company has not used, generated,
manufactured, refined, treated, transported, stored, handled, disposed,
transferred, produced, processed or released (hereinafter together defined as
“Release”) any Hazardous Materials (as hereinafter defined) on, from or
affecting any Property (as hereinafter defined) in any manner or by any means
in violation of any Environmental Laws and to the best of the Company’s
knowledge and belief after due investigation, there is no threat of such
Release.  As used herein, the term
“Property” shall include, without limitation, land, buildings and laboratory
facilities owned or leased by the Company or as to which the Company now has
any duties, responsibilities (for cleanup, remedy or otherwise) or liabilities
under any Environmental Laws, or as to which the Company or any subsidiary of
the Company may have such duties, responsibilities or liabilities because of
past acts or omissions of the Company or any such subsidiary or their
predecessors, or because the Company or any such subsidiary or their
predecessors in the past was such an owner or operator of, or bore some other
relationship with, such land, buildings or laboratory facilities.  The term “Hazardous Materials” shall
include, without limitation, any flammable explosives, petroleum products,
petroleum by-products, radioactive materials, hazardous wastes, hazardous
substances, toxic substances or related materials as defined by Environmental
Laws.

(c)           The Company has not received written
notice that the Company is a party potentially responsible for costs incurred
at a cleanup site or corrective action under any Environmental Laws.  The Company has not received any written
requests for information in connection with any inquiry by any Governmental
Authority (as hereinafter defined) concerning disposal sites or other
environmental matters.  As used herein,
“Governmental Authority” shall mean any nation or government, any federal,
state, municipal, local, provincial, regional or other political subdivision
thereof, and any entity or person exercising executive, legislative, judicial
regulatory or administrative functions of or pertaining to government.

(d)           The stockholders of the Company have
had no control over, or authority with respect to, the waste disposal
operations of the Company.

3.18        Permits and Other Rights; Compliance with
Laws.  The Company has all franchises, permits,
licenses and other rights and privileges necessary to permit it to own its
properties and to conduct its business as presently conducted and is in
compliance in all material respects thereunder.  The Company is in compliance in all material respects with all
laws and governmental rules and regulations applicable to its business,
properties and assets, and to the products and services sold by it, including,
without limitation, all such rules, laws and regulations relating to fair
employment practices, occupational safety and health and public safety, except
where the failure to comply would not have a Material Adverse Effect.

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3.20        Corporate Records. 
The minute books of the Company provided to the Investor contain a
complete summary of all meetings of directors and stockholders since the time
of incorporation and reflect all material transactions of the Company
accurately in all material respects.

3.21        Reliance. 
The Company understands that the foregoing representations and
warranties shall be deemed material and to have been relied upon by the
Investor.  No representation or warranty
by the Company in this Agreement, and no written statement contained in any
document, certificate or other writing delivered by the Company to the Investor
contains any untrue statement of material fact or omits to state any material
fact necessary to make the statements herein or therein, in light of the
circumstances under which they were made, not misleading.

3.22        Real Property Holding Corporation. 
The Company is not a United States real property holding corporation as
defined in Section 897 of the Code.

4.             Representations and Warranties of the
Investor.  UTStarcom hereby represents and warrants the
following:

4.1          Authorization, Governmental Consents and
Compliance with Other Instruments.  All
corporate action on the part of the Investor necessary for the authorization,
execution and delivery of the Transaction Agreements and the performance of all
obligations of the Investor thereunder has been taken or will be taken prior to
the Closing.  The Transaction Agreements
constitute valid and legally binding obligations of the Investor, enforceable
in accordance with their terms, except as such enforcement is limited by
bankruptcy, insolvency and similar laws affecting creditor rights.  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 Investor
is required in connection with the consummation of the transactions
contemplated by the Transaction Agreements. 
The execution, delivery and performance of the Transaction Agreements
and the consummation of the transactions contemplated thereby will not result
in any violation or be in conflict with or constitute, with or without the
passage of time and giving of notice, either a default under any provision of
the Investor’s corporate charter or By-laws or any instrument, judgment, order,
writ, decree or contract to which the Investor is a party or by which it is
bound.

4.2          Purchase Entirely for Own Account. 
By the Investor’s execution of this Agreement, the Investor hereby
confirms that the Shares will be acquired for investment for the Investor’s own
account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and the Investor has no present intention of
selling, granting any participation, or otherwise distributing the Shares.  By executing this Agreement, the Investor
further represents that the Investor does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participation to such person or to any third person, with respect to any of the
Shares.

4.3          Disclosure of Information. 
The Investor has received all the information from the Company and its
management that the Investor considers necessary or appropriate for deciding

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whether to purchase the
Shares hereunder.  The Investor further
represents that it has had an opportunity to ask questions and receive answers
from the Company regarding the terms and conditions of the offering of the
Shares.  The foregoing, however, does
not limit or modify the representations and warranties of the Company in
Section 3 of this Agreement.

4.4          Investment Experience and Accredited Investor
Status.  The Investor either (i) is an
accredited investor (as defined in Regulation D promulgated under the
Securities Act) or (ii) is not a United States Person as that term is
defined in Regulation S of the Securities Act, as amended and is not
acquiring the Common Shares for the account or benefit of any United States
Person.  The Investor is an investor in
securities of companies in the development stage and acknowledges that it is
able to fend for itself, and bear the economic risk of its investment and has
such knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of the investment in the Shares
hereunder.

4.5          Restricted Securities. 
The Investor understands that the Shares, when issued, will be
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 securities
may be resold without registration under the Securities Act only in certain
limited circumstances, including pursuant to Regulation S and
Rule 144 under the Securities Act. 
In this connection, the Investor represents that it is familiar with
Regulation S and Rule 144 under the Securities Act, as presently in
effect, and understands the resale limitations imposed thereby and by the
Securities Act.  Notwithstanding the
provisions of this section, Company hereby agrees to register the subject
securities pursuant to the terms and conditions contained in the Securities
Registration terms And Conditions, which is attached hereto as Exhibit B,
and incorporated into this Stock Purchase Agreement by reference thereto.

4.6          Further Limitations on Disposition. 
Without in any way limiting the representations set forth above, the
Investor further represents, warrants and agrees that it will not make any
disposition of all or any portion of the Shares, except to an Affiliate,
unless:

(a)           There is then in effect a
registration statement under the Securities Act covering such proposed
disposition and such disposition is made in accordance with such registration
statement; or

(b)           The disposition is made pursuant to
Rule 144 or Regulation S or similar provisions of federal securities
laws as in effect from time to time; or

(c)           The Investor shall have notified the
Company of the proposed disposition; and if requested by the Company, the
Investor shall have furnished the Company with an opinion of counsel;
reasonably satisfactory tot the Company, that such disposition will not require
registration of such Shares under the Securities Act.

(a)

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4.7          Legends.  It is
understood that the certificates evidencing the Shares will bear legends to the
effect of the following:

“These securities
have not been registered under the Securities Act of 1933.  They may not be sold, offered for sale,
pledged or hypothecated in the absence of a registration statement in effect
with respect to the securities under such Act or an opinion of counsel
reasonably satisfactory to the Company that such registration is not required
or unless sold pursuant to Regulation S or Rule 144 of such Act.”

“The securities
evidenced by this certificate are subject to restrictions on transfer set forth
in an agreement between the original purchaser thereof and the corporation, a
copy of which agreement is on file at the principal executive offices of the
corporation.”

5.             Conditions to Closing of Investor. 
The Investor’s obligation to purchase the Shares at the Closing is
subject to the fulfillment as of the Closing Date of the following conditions:

5.1          Representations and Warranties Correct. 
The representations and warranties made by the Company in Section 3
hereof shall be true and correct in all material respects as of the Closing
Date with the same force and effect as though such representations and
warranties had been made on the Closing Date, except that representations and
warranties that speak as of a particular date shall be true and correct in all
material respects as of such date.

5.2          Covenants. 
All covenants, agreements and conditions contained in this Agreement to
be performed by the Company on or prior to the Closing Date shall have been
performed or complied with in all material respects.  All proceedings to have been taken and all waivers and consents
to be obtained in connection with the transactions contemplated by this Agreement
shall have been taken or obtained, and all documents incidental thereto shall
be satisfactory to the Investor and its counsel, and the Investor and its
counsel shall have received copies (executed or certified, as may be
appropriate) of all documents which the Investor or its counsel may reasonably
have requested in connection with such transactions.

5.3          Compliance Certificate. 
The Company shall have delivered to the Investor a certificate of the
Company in the form of Exhibit B hereto, executed by the President and
Chief Executive Officer of the Company or the Chief Financial Officer of the
Company, certifying to the fulfillment of the conditions specified in
Sections 5.1 and 5.2 of this Agreement.

5.4          Legal Opinion. 
All legal matters incident to the purchase of the Shares shall be
satisfactory to the Investor’s counsel and the Investor shall have received
from Wilson, Sonsini, Goodrich & Rosati, P.C., counsel for the Company,
such firm’s opinion addressed to the Investor and dated the date of the Closing,
in form and substance satisfactory to counsel to the Investor.

5.5          Certification of Resolutions and Officers. 
The Company shall have delivered to the Investor a certificate or
certificates, dated the date of the Closing, of the Secretary of the Corporation
certifying as to (a) the resolutions of the Company’s Board of Directors
authorizing the execution

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and delivery of the
Transaction Agreements, the issuance to the Investor of the Shares, the
execution and delivery of such other documents and instruments as may be
required by this Agreement, and the consummation of the transactions
contemplated thereby, and certifying that such resolutions were duly adopted
and have not been rescinded or amended as of said date and (b) the name
and the signature of the officers of the, Company authorized to sign, as
appropriate, the Transaction Agreements and the other documents and
certificates to be delivered pursuant to this Agreement by either the Company or
any of its officers.

5.6          Certification of No Material Adverse Change. 
The Company shall have delivered to the Investor a certificate, dated
the date of the Closing, of the Chief Financial Officer of the Corporation
certifying that since December 31, 2001, there has not been any material
adverse change in the financial condition or operations of the Company.

5.7          Stock Certificates. 
The Company shall have delivered to the Investor a certificate or
certificates representing the Shares purchased by the Investor on the Closing
Date.

5.8          Confirmation Letter. 
A letter shall have been issued and delivered by the Investor’s counsel
that this agreement and other related agreements have been duly executed by the
parties concerned in the agreed forms.

6.             Conditions to Closing of the Company. 
The Company’s obligation to sell the Shares at the Closing is subject to
the fulfillment as of the date of the following condition:

6.1          Representations and Warranties Correct. 
The representations and warranties made by the Investor in
Section 4 hereof shall be true and correct in all material respects as of
the date of the Closing with the same force and effect as though such
representations and warranties had been made on the Closing Date.

7.             Mutual Conditions of Closing. 
The obligations of each of the Investor and the Company to consummate
the Closing are subject to the fulfillment as of the Closing Date of the
following conditions:

7.1          Qualifications. 
All consents, permits, approvals, qualifications and registrations to be
obtained or effected with any governmental authority, including, without
limitation, necessary Blue Sky law permits and qualifications required by any
state for the offer and sale to the investor of the Shares, shall have been
obtained or effected.

7.2          Absence of Litigation. 
There shall be no injunction, actions, suits, proceeding or
investigations pending or currently threatened against the Company or the
Investor which questions the validity of the Transaction Agreements or the right
of the Company or the Investor to enter into such agreements, or to consummate
the transactions contemplated thereby.

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8.             Additional Covenants and Agreements.

8.1          Inspection of Books and Records. 
The Company shall permit the Investor from time to time, at the
Investor’s expense, to visit and inspect the Company’s properties, to examine
its books of account and records and to discuss the Company’s affairs, finances
and accounts with its officers, all at such reasonable times as may be
requested by the Investor; provided, however, that the Company shall not be
obligated pursuant to this Section 8.1 to provide access to any
information which it reasonably considers to be a trade secret or similar
proprietary or confidential information.

8.2          Standstill. 
The Investor shall not, at any time from and after the date hereof until
the tenth anniversary of the Closing Date (the “Restricted Period”), acquire
shares of Common Stock of the Company, or securities convertible into, exchangeable
for or exercisable for, Common Stock of the Company such that the Investor
would, at any time during the Restricted Period own in excess of 19.9% of the
Total Voting Power (as defined below) of the Company’s securities.  For purposes hereof, the percentage of the
Total Voting Power of the Company’s securities shall be determined by dividing
(x) by (y) and expressing the resulting quotient as a percentage, where

(x) equals the
number of shares of Common Stock of the Company held by the Investor and the
number of shares of Common Stock of the Company issuable upon conversion,
exercise or exchange of securities of the Company held by the Investor which
are convertible into, exchangeable for or exercisable for Common Stock of the
Company, either directly or indirectly; and

(y) equals the
number of issued and outstanding shares of Common Stock of the Company.

In the event that
Investor’s ownership at any time exceeds the limits set forth above, Investor
shall be deemed, automatically and with no further action on the part of
Investor, to have granted the Company’s Chairperson an irrevocable proxy to
vote all shares of Company Common Stock held by Investor in excess of the
foregoing limits in such manner as may be recommended by the Board of Directors
of the Company with respect to any matter for which approval of the Company’s
shareholders is sought.  The remedy set
forth in the preceding sentence shall not be in lieu of, but shall be in
addition to, any other remedies which Company may have at law or pursuant to
this Agreement or otherwise for breach of this provision.

9.             Miscellaneous.

9.1          Survival of Warranties. 
The warranties and representations of the Company and the Investor
contained in this Agreement shall survive the closing until the first anniversary
of the Closing Date.

9.2          Remedies. 
In case any one or more of the covenants or agreements set forth in this
Agreement shall have been breached by any party hereto, the party or parties
entitled to the benefit of such covenants or agreements may proceed to protect
and enforce their rights either by suit in equity or action at law, including,
but not limited to, an action for damages as a result of any such breach or an
action for specific performance of any such covenant or agreement contained in
this

-15-

Agreement.  The rights, powers and remedies of the
parties under this Agreement are cumulative and not exclusive of any other
right, power or remedy which such parties may have under any other agreement or
law.  No single or partial assertion or
exercise of any right, power or remedy of a party hereunder shall preclude any
other or further assertion or exercise thereof.

9.3          Successors and Assigns. 
Except as otherwise expressly provided herein, 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.  This Agreement and the rights and duties of the Company set forth
herein may be freely assigned, in whole or in part, upon the written consent of
the Investor, which consent may not be unreasonably withheld.  Notwithstanding the foregoing sentence, the
Company may assign this Agreement, and the rights and the duties of the Company
set forth herein, to an entity or person which purchases all or substantially
all of its assets or voting securities, so long as the successor agrees in
writing to be bound by all of the terms this Agreement.

9.4          Entire Agreement. 
This Agreement and the other writings referred to herein or delivered
pursuant hereto which form a part hereof contain the entire agreement among the
parties with respect to the subject matter hereof and supersede all prior and
contemporaneous arrangements or understandings, whether written or oral, with
respect thereto; provided, however, that this Agreement is not intended to
supersede the OEM Agreement or any other agreement not related to the purchase
and sale of the Company’s securities between the Company and the Investor.

9.5          Governing Law and Consent to Jurisdiction. 
This Agreement shall be governed by and construed under the laws of the
State of California, U.S.A. (without regard to the conflict of law principles
thereof).  Each of the parties
irrevocably submits to the exclusive jurisdiction of the state and federal
courts within the State of California, U.S.A. for the purposes of any suit,
action or other proceeding arising out of this Agreement or any transaction
contemplated hereby.  Each of the
parties agrees to commence any action, suit or proceeding relating hereto in
the federal courts within the State of California, U.S.A. or if such suit,
action or other proceeding may not be brought in such court for jurisdictional
purposes, in the state courts within the State of California, U.S.A.

9.6          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.

9.7          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.

9.8          Nouns and Pronouns. 
Whenever the context may require, any pronouns used herein shall include
the corresponding masculine, feminine or neuter forms, and the singular form of
names and pronouns shall include the plural and vice-versa.

9.9          Notices.  Unless
otherwise provided, all notices, requests, consents and other communications
hereunder to any party shall be given in writing and shall be deemed effectively
given upon personal delivery to the party to be notified or duly sent by first
class registered or

-16-

certified mail, or other
courier service, postage prepaid, or telecopied with a confirmation copy by
regular mail, and addressed or telecopied to the party to be notified at the
address or telecopier number indicated for such party, as the case may be, set
forth below or such other address or telecopier number, as the case may be, as
may hereafter be designated in writing by the addressees to the addressor
listing all parties:

To the Company:	Cal Hoagland, Chief Financial Officer
	Interwave Communications International Ltd.
	c/o Interwave Communications, Inc.
	312 Constitution Drive
	Menlo Park, CA 94025
	Fax: 1-650-321-6570
With a copy to:	Robin E. Foor, Esq.
	Vice President and General Counsel
	Interwave Communications, Inc.
	312 Constitution Drive
	Menlo Park, CA 94025
	Fax: 1-650 321-6381
To the Investor:	Michael Sophie
	Vice President and Chief Financial Officer
	UTStarcom, Inc.
	1275 Harbor Bay Parkway
	Alameda, CA 94502
	Fax: 1-510-

All such notices,
requests, consents and other communications shall be deemed to have been
received: (a) in the case of personal delivery, on the date of such
delivery; (b) in the case of sending by international overnight courier
service, on the fifth business day following the date of such sending by
international overnight courier service fully prepaid; and (c) in the case
of facsimile transmission, when confirmed by facsimile machine report.

9.10        Finder’s Fee. 
The Investor agrees to indemnify and to hold harmless the Company from
any liability for any commission or compensation in the nature of a finder’s
fee (and the reasonable costs and expenses of defending against such liability
or asserted liability) for which the Investor or any of its officers, partners,
employees, or representatives is responsible. 
The Company agrees to indemnify and hold harmless the Investor from any
liability for any commission or compensation in the nature of a finder’s fee
(and the reasonable costs and expenses of defending against such liability or
asserted liability) for which the Company or any of its officers, employees or
representatives is responsible.

9.11        Expenses. 
Each party shall pay its own fees and expenses with respect to this
Agreement.  If any action at law or in
equity is necessary to enforce or interpret the terms of this

-17-

Agreement or the Research
and Collaboration Agreement, the prevailing party shall be entitled to
reasonable attorney’s fees, costs and necessary disbursements in addition to
any other relief to which such party may be entitled.

9.12        Amendments and Waivers. 
Any term of this Agreement may be amended and the observance of any term
of this Agreement may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of
the Company and the Investor.

9.13        Severability. 
If one or more provisions of this Agreement are held to be unenforceable
under applicable law, in any jurisdiction, such provision shall be ineffective,
as to such jurisdiction, and the balance of the Agreement shall be interpreted
as if such provision were so excluded, without invalidating the remaining
provisions of this Agreement; and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

9.14        Confidentiality and Publicity. 
Neither the Company nor the Investor will disclose to any person (other
than its attorneys, accountants, employees, officers, and directors) the
existence or terms of this Agreement or any of the transactions contemplated
hereby without the prior written consent of the other party, except as may, in
the reasonable opinion of such party’s counsel, be required by law (in which
event the disclosing party will first consult with the other party with respect
to such disclosure).  Except to the
extent public disclosure is required by law, the Company and the Investor will
consult and reach agreement with one another as to the form and substance of
any press release or any other public disclosure of the existence or terms of
this Agreement or the transactions contemplated hereby prior to issuing any
such press release or making any such public disclosure.

-18-

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

	UTSTARCOM, INC.
	By:	/s/ HONG LU
	Name:	Hong Lu
	Title:	Chief Executive Officer
	INTERWAVE COMMUNICATIONS
	INTERNATIONAL LTD.
	By:	/s/ PRISCILLA LU
	Name:	Priscilla Lu
	Title:	Chief Executive Officer

-19-

Exhibit
A

Stock
Purchase Agreement

UTStarcom,
Inc. and interWAVE Communications

[***]

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