UTStarcom, Inc. (UTSI)

[gjervis]

UTSTARCOM HOLDER SHAH CAPITAL ENTERED INTO SHRS PURCHASE PACT
*UTSTARCOM HOLDER SHAH CAPITAL ENTERED INTO SHRS PURCHASE PACT SC 13D/AOn November 4, 2015, the Shah Parties and the Lu Parties entered into a Purchase and Sale Agreement (the “Agreement”) with The Smart Soho International Limited (“Smart Soho”) setting out certain terms of a transaction for the sale of 11,739,932 Ordinary Shares held by the Shah Parties and the Lu Parties to Smart Soho at a price of US$6.00 (the “Transaction”), subject to certain closing conditions. The closing of the payment of a first tranche of 91.67% of the aggregate consideration shall take place as soon as practicable as agreed among the parties, but in no event later than December 4, 2015, and the closing of payment of a second tranche of 8.33% of the aggregate consideration shall take place as soon as practicable after the first payment, but in no event later than January 8, 2016. The Agreement provides for a reverse termination fee of US$3.0 million payable by Smart Soho to the Shah Parties and the release of US$1.0 million deposited in an escrow account to the Shah Parties under certain conditions, and a termination fee of US$4.0 million payable by the Shah Parties and the Lu Parties to Smart Soho under certain conditions. The Agreement also contains conditions which, if satisfied, would enable Smart Soho to designate a majority of the Board of Directors of the Company.