{"id":40911,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/common-stock-purchase-warrant-utstarcom-inc-and-lintech-ltd.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"common-stock-purchase-warrant-utstarcom-inc-and-lintech-ltd","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/common-stock-purchase-warrant-utstarcom-inc-and-lintech-ltd.html","title":{"rendered":"Common Stock Purchase Warrant &#8211; UTStarcom Inc. and Lintech Ltd."},"content":{"rendered":"<pre>\n                            COMMON STOCK PURCHASE WARRANT\n\nTHIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED\nPURSUANT TO THE EXERCISE OF THIS WARRANT (THE 'SHARES') WILL BE, ACQUIRED SOLELY\nFOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY\nDISTRIBUTION THEREOF.  NEITHER THIS WARRANT NOR THE SHARES (TOGETHER, THE\n'SECURITIES') HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED\n(THE 'ACT'), OR ANY STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE SOLD,\nOFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR\nAN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH\nDISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS\nOF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.\n\nNO. 4\n                                                   VOID AFTER FEBRUARY 5, 2008\n\n                                   UTSTARCOM, INC.\n\n        WARRANT TO PURCHASE SIXTEEN THOUSAND (16,000) SHARES OF COMMON STOCK\n\n                                      __________\n\n       THIS CERTIFIES THAT, for value received, Lintech Ltd., a corporation\norganized under the laws of Hong Kong (the 'HOLDER') is entitled to subscribe\nfor and purchase from UTStarcom, Inc., a Delaware corporation (the 'COMPANY'),\n16,000 shares (as adjusted pursuant to Section 3 hereof) of the fully paid and\nnonassessable Common Stock, $.0025 par value (the 'SHARES'), of the Company at\nthe price of $5.00 per share (the 'EXERCISE PRICE') (as adjusted pursuant to\nSection 3 hereof), subject to the provisions and upon the terms and conditions\nhereinafter set forth.\n\n       This Warrant is subject to the following terms and conditions:\n\n       1.     METHOD OF EXERCISE; PAYMENT.\n\n              (a)    CASH EXERCISE.  The purchase rights represented by this \nWarrant may be exercised by the Holder, in whole or in part, from time to \ntime at the principal office of the Company, by delivering a completed and \nduly executed Notice of Exercise (attached hereto as EXHIBIT A) and by the \npayment to the Company of an amount equal to the Exercise Price multiplied by \nthe number of the Shares being purchased, which amount may be paid, at the \nelection of the Holder, by wire transfer or certified check payable to the \norder of the Company. The person or persons in whose name(s) any \ncertificate(s) representing Shares shall be issuable upon exercise of this \nWarrant shall be deemed to have become the holder(s) of record of, and shall \nbe treated for all purposes as the record holder(s) of, the Shares \nrepresented thereby (and such Shares shall be deemed to have been issued) \nimmediately prior to the close of business on the date or dates upon which \nthis Warrant is exercised.\n\n\n\n              (b)    STOCK CERTIFICATES.  In the event of any exercise of the\nrights represented by this Warrant, certificates for the shares of Common Stock\nso purchased shall be delivered to the Holder within a reasonable time and,\nunless this Warrant has been fully exercised or has expired, a new Warrant\nrepresenting the shares with respect to which this Warrant shall not have been\nexercised shall also be issued to the Holder within such time.  \n\n       2.     STOCK FULLY PAID; RESERVATION OF SHARES.  All of the Shares\nissuable upon the exercise of the rights represented by this Warrant will, upon\nissuance and receipt of the Exercise Price therefor, be fully paid and\nnonassessable, and free from all preemptive rights, rights of first refusal or\nfirst offer, taxes, liens and charges with respect to the issuance thereof. \nDuring the period within which the rights represented by this Warrant may be\nexercised, the Company shall at all times have authorized and reserved for\nissuance sufficient shares of its Common Stock to provide for the exercise of\nthe rights represented by this Warrant.\n\n       3.     ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.  Subject to the\nprovisions of Section 12 hereof, the number and kind of Shares purchasable upon\nthe exercise of this Warrant and the Exercise Price therefor shall be subject to\nadjustment from time to time upon the occurrence of certain events, as follows:\n\n              (a)    RECLASSIFICATION, CONSOLIDATION OR MERGER.  In case of any\nreclassification of the Common Stock (other than a change in par value, or as a\nresult of a subdivision or combination), or in case of any consolidation or\nmerger of the Company with or into another corporation (other than a\nconsolidation or merger with another corporation in which the Company is a\ncontinuing corporation and in which the Company's stockholders immediately\npreceding such consolidation or merger own at least 50% of the voting securities\nof the Company following such consolidation or merger and which does not result\nin any reclassification of the Shares issuable upon exercise of this Warrant),\nor in case of any sale of all or substantially all of the assets of the Company,\nthe Company, or such successor or purchasing corporation as the case may be,\nshall execute a new Warrant, providing that the holder of this Warrant shall\nhave the right to exercise such new Warrant, and procure upon such exercise and\npayment of the same aggregate Exercise Price, in lieu of the Shares of Common\nStock theretofore issuable upon exercise of this Warrant, the kind and amount of\nshares of stock, other securities, money and property receivable upon such\nreclassification, change, consolidation, sale of all or substantially all of the\nCompany's assets or merger by a holder of an equivalent number of shares of\nCommon Stock.  Such new Warrant shall provide for adjustments which shall be as\nnearly equivalent as may be practicable to the adjustments provided for in this\nSection 3.  The provisions of this subsection (a), subject to Section 12 hereof,\nshall similarly apply to successive reclassifications, consolidations, mergers,\nand the sale of all or substantially all of the Company's assets.\n\n              (b)    STOCK SPLITS, DIVIDENDS AND COMBINATIONS.  In the event\nthat the Company shall at any time subdivide the outstanding shares of Common\nStock, or shall issue a stock dividend on its outstanding shares of Common\nStock, the number of Shares issuable upon exercise of this Warrant immediately\nprior to such subdivision or to the issuance of such stock dividend shall be\nproportionately increased, and the Exercise Price shall be proportionately\ndecreased, and in the event \n\n\n                                       -2-\n\n\nthat the Company shall at any time combine the outstanding shares of Common \nStock, the number of Shares issuable upon exercise of this Warrant \nimmediately prior to such combination shall be proportionately decreased, and \nthe Exercise Price shall be proportionately increased, effective at the close \nof business on the date of such subdivision, stock dividend or combination, \nas the case may be.\n\n       4.     NOTICES.\n\n              (a)    Upon any adjustment of the Exercise Price and any increase\nor decrease in the number of Shares purchasable upon the exercise of this\nWarrant in accordance with Section 3 hereof, then, and in each such case, the\nCompany, within thirty (30) days thereafter, shall give written notice thereof\nto the Holder at the address of such Holder as shown on the books of the Company\nwhich notice shall state the Exercise Price as adjusted and, if applicable, the\nincreased or decreased number of Shares purchasable upon the exercise of this\nWarrant, setting forth in reasonable detail the method of calculation of each.\n\n              (b)    Any written notice by the Company required or permitted\nhereunder shall be given by hand delivery or first class mail, postage prepaid,\naddressed to the Holder at the address shown on the books of the Company for the\nHolder.\n\n       5.     TRANSFER OF WARRANT.  Except in accordance with the conditions\ncontained in Section 6 hereof, this Warrant and all rights hereunder are not\ntransferable.  In order to effect any transfer of all or a portion of this\nWarrant or the Shares, the transferor shall deliver a completed and duly\nexecuted Notice of Transfer (attached hereto as EXHIBIT B).\n\n       6.     CONDITION OF EXERCISE OR TRANSFER OF WARRANT.\n\n              (a)    Unless exercised pursuant to an effective registration\nstatement under the Act which includes the Shares so exercised, it shall be a\ncondition to any exercise or transfer of this Warrant that the Company shall\nhave received, at the time of such exercise or transfer, a representation in\nwriting from the recipient or transferee in the form attached hereto as EXHIBIT\nA-1 or EXHIBIT B-1, respectively, that the Shares being issued upon exercise, or\nthis Warrant (or portion hereof) transferred, as the case may be, are being\nacquired for investment and not with a view to any sale or distribution thereof.\n\n              (b)    It shall be a further condition to any transfer of this\nWarrant, or of any or all of the Shares issued upon exercise of this Warrant,\nother than a transfer registered under the Act, that the Holder shall have given\nwritten notice to the Company which shall describe the manner and circumstances\nof the proposed transfer and be accompanied by a written opinion of Holder's\nlegal counsel or a 'no-action' letter reasonably satisfactory to the Company\nstating that such transfer is exempt from the registration and delivery\nrequirements of the Act and applicable state securities laws.\n\n\n                                       -3-\n\n\n              (c)    Each certificate evidencing the Shares issued upon exercise\nof this Warrant, or transfer of such shares (other than a transfer registered\nunder the Act or any subsequent transfer of shares so registered) shall be\nstamped or imprinted with a legend substantially in the following form:\n\n       THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR\n       INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY\n       DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES\n       ACT OF 1933, AS AMENDED (THE 'ACT') OR ANY STATE SECURITIES LAWS.  SUCH\n       SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN\n       THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY\n       TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED\n       UNDER THE ACT.\n\n       Subject to this Section 6, the Company may instruct its transfer agent\nnot to register the transfer of all or a part of this Warrant, or any of the\nShares, unless one of the conditions specified in the above legend is satisfied.\n\n       7.     REMOVAL OF LEGEND.  Upon request of a holder of a certificate \nwith the legend referred to in Section 6 hereof, the Company shall issue to \nsuch holder a new certificate therefor free of any transfer legend, if, with \nsuch request, the Company shall have received either an opinion of counsel or \na 'no-action' letter referred to in Section 6(b) of this agreement to the \neffect that any transfer by such holder of the shares evidenced by such \ncertificate will not violate the Act and applicable state securities laws; \nprovided, however, that the Company shall not be obligated to remove any such \nlegends prior to the closing date of the Public Offering.\n\n       8.     FRACTIONAL SHARES.  No fractional shares of Common Stock will be\nissued in connection with any exercise hereunder, but in lieu of such fractional\nshares the Company shall make a cash payment therefor upon the basis of the\nExercise Price then in effect.\n\n       9.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company\nrepresents and warrants to the Holder as follows:\n\n              (a)    This Warrant has been duly authorized and executed by the\nCompany and is a valid and binding obligation of the Company enforceable in\naccordance with its terms;\n\n              (b)    The Shares have been duly authorized and reserved for\nissuance by the Company and, when issued in accordance with the terms hereof,\nwill be validly issued, fully paid and nonassessable;\n\n              (c)    The rights, preferences, privileges and restrictions\ngranted to or imposed upon the Shares and the holders thereof are as set forth\nin the Company's Certificate of Incorporation, a true and complete copy of which\nhas been delivered to the original Holder of this Warrant; and\n\n\n                                       -4-\n\n\n              (d)    The execution and delivery of this Warrant are not, and the\nissuance of the Shares upon exercise of this Warrant in accordance with the\nterms hereof will not be, inconsistent with the Company's Certificate of\nIncorporation or Bylaws, as amended.\n\n       10.    REPRESENTATIONS AND WARRANTIES BY THE HOLDER.  The Holder\nrepresents and warrants to the Company as follows:\n\n              (a)    This Warrant is being acquired for its own account, for\ninvestment and not with a view to, or for resale in connection with, any\ndistribution or public offering thereof within the meaning of the Act.  Upon\nexercise of this Warrant, the Holder shall, if so requested by the Company,\nconfirm in writing, in a form reasonably satisfactory to the Company, that the\nShares issuable upon exercise of this Warrant are being acquired for investment\nand not with a view toward distribution or resale.\n\n              (b)    The Holder understands that the Warrant and the Shares have\nnot been registered under the Act by reason of their issuance in a transaction\nexempt from the registration and prospectus delivery requirements of the Act\npursuant to Section 4(2) thereof, and that they must be held by the Holder\nindefinitely, and that the Holder must therefore bear the economic risk of such\ninvestment indefinitely, unless a subsequent disposition thereof is registered\nunder the Act or is exempted from such registration.  The Holder further\nunderstands that the Shares have not been qualified under the California\nSecurities Law of 1968 (the 'CALIFORNIA LAW') by reason of their issuance in a\ntransaction exempt from the qualification requirements of the California Law\npursuant to Section 25102(f) thereof, which exemption depends upon, among other\nthings, the bona fide nature of the Holder's investment intent expressed above.\n\n              (c)    The Holder has such knowledge and experience in financial\nand business matters that it is capable of evaluating the merits and risks of\nthe purchase of this Warrant and the Shares purchasable pursuant to the terms of\nthis Warrant and of protecting its interests in connection therewith.\n\n              (d)    The Holder is able to bear the economic risk of the\npurchase of the Shares pursuant to the terms of this Warrant.\n\n       11.    RIGHTS OF STOCKHOLDERS.  No holder of this Warrant shall be\nentitled, as a Warrant holder, to vote or receive dividends or be deemed the\nholder of Common Stock or any other securities of the Company which may at any\ntime be issuable on the exercise hereof for any purpose, nor shall anything\ncontained herein be construed to confer upon the holder of this Warrant, as\nsuch, any of the rights of a stockholder of the Company or any right to vote for\nthe election of directors or upon any matter submitted to stockholders at any\nmeeting thereof, or to give or withhold consent to any corporate action (whether\nupon any recapitalization, issuance of stock, reclassification of stock, change\nof par value, consolidation, merger, conveyance, or otherwise) or to receive\nnotice of meetings, or to receive dividends or subscription rights or otherwise\nuntil the Warrant shall have been exercised and the Shares purchasable upon the\nexercise hereof shall have become deliverable, as provided herein.\n\n\n                                       -5-\n\n\n       12.    EXPIRATION OF WARRANT.  This Warrant shall expire and shall no\nlonger be exercisable as of 5:00 p.m., California local time, on February 5,\n2008. \n\n       13.    MISCELLANEOUS.\n\n              (a)    This Warrant is being delivered in the State of California\nand shall be construed and enforced in accordance with and governed by the laws\nof such State.  The parties expressly stipulate that any litigation under this\nWarrant shall be brought in the State courts of the Counties of Santa Clara or\nSan Francisco, California and in the United States District Court for the\nNorthern District of California.  The parties agree to submit to the\njurisdiction and venue of those courts.\n\n              (b)    The headings in this Warrant are for purposes of reference\nonly, and shall not limit or otherwise affect any of the terms hereof.\n\n              (c)    The terms of this Warrant shall be binding upon and shall\ninure to the benefit of any successors or assigns of the Company and of the\nholder or holders hereof and of the Shares issued or issuable upon the exercise\nhereof.\n\n              (d)    This Warrant and the other documents delivered pursuant\nhereto constitute the full and entire understanding and agreement between the\nparties with regard to the subjects hereof and thereof.\n\n              (e)    The Company shall not, by amendment of its Certificate of\nIncorporation, or through any other means, directly or indirectly, avoid or seek\nto avoid the observance or performance of any of the terms of this Warrant and\nshall at all times in good faith assist in the carrying out of all such terms\nand in the taking of all such action as may be necessary or appropriate in order\nto protect the rights of the holder of this Warrant against impairment.\n\n              (f)    Upon receipt of evidence reasonably satisfactory to the\nCompany of the loss, theft, destruction or mutilation of this Warrant and, in\nthe case of any such loss, theft or destruction, upon delivery of an indemnity\nagreement reasonably satisfactory in form and amount to the Company or, in the\ncase of any such mutilation, upon surrender and cancellation of such Warrant,\nthe Company at its expense will execute and deliver to the holder of record, in\nlieu thereof, a new Warrant of like date and tenor.\n\n              (g)    This Warrant and any provision hereof may be amended,\nwaived or terminated only by an instrument in writing signed by the Company and\nthe Holder.  \n\n              (h)    Receipt of this Warrant by the holder hereof shall\nconstitute acceptance of and agreement to the foregoing terms and conditions.\n\n\n                                       -6-\n\n\n       IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by\nits duly authorized officer.\n\n       Issued this 5th day of February, 1998 \n\n                                               UTSTARCOM, INC.\n\n\n                                               By:    \/s\/ Hong Liang Lu\n                                                      -----------------------\n\n                                               Title: President\n                                                      -----------------------\n\n\n\nFOR AND ON BEHALF OF\nAcknowledged and Accepted:\n\n      \/s\/ Li Yisheno\n_________________________________\nWarrant Holder AUTHORIZED SIGNATURE(S)\n\nBy:    Mr. Li Yisheno\n   --------------------------------\n\nTitle: Chairman\n      -----------------------------\n\n\n                                       -7-\n\n\n                                      EXHIBIT A\n                                  NOTICE OF EXERCISE\n\nTO:    UTStarcom, Inc.\n       1275 Harbor Bay Parkway, Suite 100\n       Alameda, CA  94502\n       \n       Attention:  Chief Financial Officer\n\n       1.     The undersigned hereby elects to purchase __________ shares of\nCommon Stock of UTStarcom, Inc. pursuant to the terms of this Warrant, and\ntenders herewith payment of the purchase price of such shares in full.\n\n       2.     Please issue a certificate or certificates representing said\nshares of Common Stock in the name of the undersigned or in such other name as\nis specified below:\n\n\n\n                            _________________________________\n                                             (Name)\n\n                            _________________________________\n\n                            _________________________________\n                                           (Address)\n\n       3.     The undersigned hereby represents and warrants that the \naforesaid shares of Common Stock are being acquired for the account of the \nundersigned for investment and not with a view to, or for resale, in \nconnection with the distribution thereof, and that the undersigned has no \npresent intention of distributing or reselling such shares and all \nrepresentations and warranties of the undersigned set forth in Section 10 of \nthe attached Warrant are true and correct as of the date hereof.  In support \nthereof, the undersigned agrees to execute an Investment Representation \nStatement in a form substantially similar to the form attached to the Warrant \nas EXHIBIT A-1.\n\n                                                 _______________________________\n                                                           (Signature)\n\n                                                 \n                                                 By:____________________________\n\n                                                 Title:_________________________\n\n                                                 Date:________________, 19__\n\n\n\n\n                                     EXHIBIT A-1\n\n                         INVESTMENT REPRESENTATION STATEMENT\n\n\nPURCHASER  :  _________________________\n\nSELLER     :  UTSTARCOM, INC.\n\nCOMPANY    :  UTSTARCOM, INC.\n\nSECURITY   :  COMMON STOCK ISSUED UPON EXERCISE OF THE COMMON STOCK\n              PURCHASE WARRANT ISSUED ON _______, 199__\n\nAMOUNT     :  __________ SHARES\n\nDATE       :  ____________, 19__\n\n\nIn connection with the purchase of the above-listed Securities, I, the\nPurchaser, represent to the Seller and to the Company the following:\n\n       (a)    I am aware of the Company's business affairs and financial\ncondition, and have acquired sufficient information about the Company to reach\nan informed and knowledgeable decision to acquire the Securities.  I am\npurchasing these Securities for my own account for investment purposes only and\nnot with a view to, or for the resale in connection with, any 'distribution'\nthereof for purposes of the Securities Act of 1933, as amended (the 'Securities\nAct').\n\n       (b)    I understand that the Securities have not been registered under\nthe Securities Act in reliance upon a specific exemption therefrom, which\nexemption depends upon, among other things, the bona fide nature of my\ninvestment intent as expressed herein.  In this connection, I understand that,\nin the view of the Securities and Exchange Commission (the 'SEC'), the statutory\nbasis for such exemption may be unavailable if my representation was predicated\nsolely upon a present intention to hold these Securities for the minimum capital\ngains period specified under tax statutes, for a deferred sale, for or until an\nincrease or decrease in the market price of the Securities, or for a period of\none year or any other fixed period in the future.\n\n       (c)    I further understand that the Securities must be held indefinitely\nunless subsequently registered under the Securities Act or unless an exemption\nfrom registration is otherwise available.  Moreover, I understand that the\nCompany is under no obligation to register the Securities.  In addition, I\nunderstand that the certificate evidencing the Securities will be imprinted with\na legend which prohibits the transfer of the Securities unless they are\nregistered or such registration is not required in the opinion of counsel for\nthe Company.\n\n\n\n       (d)    I am familiar with the provisions of Rule 144, promulgated under\nthe Securities Act, which, in substance, permits limited public resale of\n'restricted securities' acquired, directly or indirectly, from the issuer\nthereof, in a non-public offering subject to the satisfaction of certain\nconditions.\n\n       The Securities may be resold in certain limited circumstances subject to\nthe provisions of Rule 144, which requires among other things:  (1) the\navailability of certain public information about the Company, (2) the resale\noccurring not less than two years after the party has purchased, and made full\npayment for, within the meaning of Rule 144, the securities to be sold; and, in\nthe case of an affiliate, or of a non-affiliate who has held the securities less\nthan three years, (3) the sale being made through a broker in an unsolicited\n'broker's transaction' or in transactions directly with a market maker (as said\nterm is defined under the Securities Exchange Act of 1934) and the amount of\nsecurities being sold during any three month period not exceeding the specified\nlimitations stated therein, if applicable.\n\n       (e)    I agree, in connection with the Company's initial underwritten\npublic offering of the Company's securities, (1) not to sell, make short sale\nof, loan, grant any options for the purchase of, or otherwise dispose of any\nshares of Common Stock of the Company held by me (other than those shares\nincluded in the registration) without the prior written consent of the Company\nor the underwriters managing such initial underwritten public offering of the\nCompany's securities for one hundred eighty (180) days from the effective date\nof such registration, and (2) I further agree to execute any agreement\nreflecting (1) above as may be requested by the underwriters at the time of the\npublic offering; PROVIDED HOWEVER that the officers and directors of the Company\nwho own the stock of the Company also agree to such restrictions.\n\n       (f)    I further understand that in the event all of the applicable\nrequirements of Rule 144 are not satisfied, registration under the Securities\nAct, compliance with Regulation A, or some other registration exemption will be\nrequired; and that, notwithstanding the fact that Rule 144 is not exclusive, the\nStaff of the SEC has expressed its opinion that persons proposing to sell\nprivate placement securities other than in a registered offering and otherwise\nthan pursuant to Rule 144 will have a substantial burden of proof in\nestablishing that an exemption from registration is available for such offers or\nsales, and that such persons and their respective brokers who participate in\nsuch transactions do so at their own risk.\n\n\n                                                 _______________________________\n                                                           (Signature)\n\n                                                 \n                                                 By:____________________________\n\n                                                 Title:_________________________\n\n                                                 Date:________________, 19__\n\n\n                                       -2-\n\n\n                                      EXHIBIT B\n\n                                  NOTICE OF TRANSFER\n                     (To be signed only upon transfer of Warrant)\n\n\n\n       FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers\nunto _______________________________________________ the right represented by\nthe attached Warrant to purchase ____________* shares of Common Stock of\nUTStarcom, Inc., to which the attached Warrant relates, and appoints\n______________ Attorney to transfer such right on the books of UTStarcom, Inc.,\nwith full power of substitution in the premises.\n\n       Dated: ____________________\n\n\n\n                                                 ______________________________\n                                                 (Signature must conform in all\n                                                 respects to name of Holder as\n                                                 specified on the face of the\n                                                 Warrant)\n\n\n\n                                                 ______________________________\n                                                               (Address)\n\n\nSigned in the presence of:\n\n____________________________\n\n*      Insert here the number of shares without making any adjustment\nfor additional shares of Common Stock or any other stock or other securities or\nproperty or cash which, pursuant to the adjustment provisions of the Warrant,\nmay be deliverable upon exercise.\n\n\n\n\n\n                                     EXHIBIT B-1\n\n                         INVESTMENT REPRESENTATION STATEMENT\n\n\nPURCHASER  :  \n\nTRANSFEROR :  \n\nCOMPANY    :     UTSTARCOM, INC.\n\nSECURITY   :     COMMON STOCK PURCHASE WARRANT ORIGINALLY ISSUED ON _______,\n                 199__\n\nAMOUNT     :     SHARES\n\nDATE       :     ____________, 19__\n\n\nIn connection with the purchase of the above-listed Securities, I, the\nPurchaser, represent to the Seller and to the Company the following:\n\n       (a)    I am aware of the Company's business affairs and financial\ncondition, and have acquired sufficient information about the Company to reach\nan informed and knowledgeable decision to acquire the Securities.  I am\npurchasing these Securities for my own account for investment purposes only and\nnot with a view to, or for the resale in connection with, any 'distribution'\nthereof for purposes of the Securities Act of 1933, as amended (the 'Securities\nAct').\n\n       (b)    I understand that the Securities have not been registered under\nthe Securities Act in reliance upon a specific exemption therefrom, which\nexemption depends upon, among other things, the bona fide nature of my\ninvestment intent as expressed herein.  In this connection, I understand that,\nin the view of the Securities and Exchange Commission (the 'SEC'), the statutory\nbasis for such exemption may be unavailable if my representation was predicated\nsolely upon a present intention to hold these Securities for the minimum capital\ngains period specified under tax statutes, for a deferred sale, for or until an\nincrease or decrease in the market price of the Securities, or for a period of\none year or any other fixed period in the future.\n\n       (c)    I further understand that the Securities must be held indefinitely\nunless subsequently registered under the Securities Act or unless an exemption\nfrom registration is otherwise available.  Moreover, I understand that the\nCompany is under no obligation to register the Securities.  In addition, I\nunderstand that the certificate evidencing the Securities will be imprinted with\na legend which prohibits the transfer of the Securities unless they are\nregistered or such registration is not required in the opinion of counsel for\nthe Company.\n\n\n\n\n       (d)    I am familiar with the provisions of Rule 144, promulgated under\nthe Securities Act, which, in substance, permits limited public resale of\n'restricted securities' acquired, directly or indirectly, from the issuer\nthereof, in a non-public offering subject to the satisfaction of certain\nconditions.\n\n       The Securities may be resold in certain limited circumstances subject to\nthe provisions of Rule 144, which requires among other things:  (1) the\navailability of certain public information about the Company, (2) the resale\noccurring not less than two years after the party has purchased, and made full\npayment for, within the meaning of Rule 144, the securities to be sold; and, in\nthe case of an affiliate, or of a non-affiliate who has held the securities less\nthan three years, (3) the sale being made through a broker in an unsolicited\n'broker's transaction' or in transactions directly with a market maker (as said\nterm is defined under the Securities Exchange Act of 1934) and the amount of\nsecurities being sold during any three month period not exceeding the specified\nlimitations stated therein, if applicable.\n\n       (e)    I agree, in connection with the Company's initial underwritten\npublic offering of the Company's securities, (1) not to sell, make short sale\nof, loan, grant any options for the purchase of, or otherwise dispose of any\nshares of Common Stock of the Company held by me (other than those shares\nincluded in the registration) without the prior written consent of the Company\nor the underwriters managing such initial underwritten public offering of the\nCompany's securities for one hundred eighty (180) days from the effective date\nof such registration, and (2) I further agree to execute any agreement\nreflecting (1) above as may be requested by the underwriters at the time of the\npublic offering; PROVIDED HOWEVER that the officers and directors of the Company\nwho own the stock of the Company also agree to such restrictions.\n\n       (f)    I further understand that in the event all of the applicable\nrequirements of Rule 144 is not satisfied, registration under the Securities\nAct, compliance with Regulation A, or some other registration exemption will be\nrequired; and that, notwithstanding the fact that Rule 144 is not exclusive, the\nStaff of the SEC has expressed its opinion that persons proposing to sell\nprivate placement securities other than in a registered offering and otherwise\nthan pursuant to Rule 144 will have a substantial burden of proof in\nestablishing that an exemption from registration is available for such offers or\nsales, and that such persons and their respective brokers who participate in\nsuch transactions do so at their own risk.\n\n\n                                                 _______________________________\n                                                           (Signature)\n\n                                                 \n                                                 By:____________________________\n\n                                                 Title:_________________________\n\n                                                 Date:________________, 19__\n\n\n                                       -2-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9205],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9560,9572],"class_list":["post-40911","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-utstarcom-inc","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-finance","corporate_contracts_types-finance__warrant"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40911","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40911"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40911"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40911"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40911"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}