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Re: None

Friday, 08/07/2015 11:23:35 AM

Friday, August 07, 2015 11:23:35 AM

Post# of 10143
UTSI: Shah Capital selling out for $6.08/share

Huge win for Shah. No immediate impact on the company. I don't recognize the buyer.

http://www.sec.gov/Archives/edgar/data/1030471/000119312515282212/d16917dsc13da.htm

On August 6, 2015, the Shah Parties and the Lu Parties entered into a Binding Term Sheet (“Term Sheet”) with The Smart Soho International Limited (“Smart Soho”) setting out certain terms of a proposed transaction for the sale of 11,739,932 Ordinary Shares held by the Shah Parties and the Lu Parties to Smart Soho and additional purchasers to be designated by Smart Soho at a price of US$6.081 (the “Transaction”). The detailed terms and conditions regarding the Transaction shall be promptly negotiated in good faith by the parties to the Term Sheet and set forth in a mutually satisfactory definitive share purchase agreement for the sale and purchase of the Sale Shares. Smart Soho has agreed to deposit US$1 million into escrow as provided under the Term Sheet which amount shall be credited against the purchase price should the Transaction be consummated. Among other items, the Term Sheet sets out certain non-exclusive conditions that must be fulfilled as a condition to Smart Soho’s obligation to sign a share purchase agreement and complete the Transaction. Further, under the Term Sheet the parties have agreed to an exclusivity period during which to negotiate the share purchase agreement and complete the Transaction. The Term Sheet also provides that none of the parties is obligated to enter into the share purchase agreement, or to close the Transaction unless a mutually satisfactory share purchase agreement has been reached and the closing conditions thereunder have been satisfied.

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