Item 4. Purpose of Transaction
The Reporting Persons acquired the Shares for investment purposes. The Reporting Persons review on a continuing basis their investment in the Issuer. Based on
such review and subject to the terms of the Stock Purchase Agreement and the Non-Disclosure Agreement (as defined in Item 6 below), one or more of the Reporting Persons, individually or in the
aggregate, from time to time, may acquire, or cause to be acquired, through open market purchases, privately negotiated agreements or otherwise, additional securities or assets of the Issuer or its subsidiaries, dispose of, or cause to be disposed,
securities of the Issuer or its subsidiaries, enter into or unwind hedging or other derivative transactions with respect to securities of the Issuer or its subsidiaries, form joint ventures with the Issuer or its subsidiaries, pledge their interest
in securities of the Issuer or its subsidiaries as a means of obtaining liquidity or as credit support for loans or for any other purpose, or formulate other purposes, plans or proposals, and/or take, encourage or support any other action which the
Reporting Persons may deem to be appropriate in the circumstances including an extraordinary corporate transaction, regarding the Issuer, its subsidiaries and/or any of their respective securities or assets, in light of the Reporting Persons
investment mandates and the general investment and trading policies of the Reporting Persons, the Issuers business and prospects, financial condition and operating results, general market and industry conditions and/or other factors. In
addition, subject to the terms of the Stock Purchase Agreement and the Non-Disclosure Agreement, the Reporting Persons and their representatives and advisors have and may in the future communicate with the
board of directors, members thereof and management of the Issuer or its subsidiaries concerning the types of transactions disclosed in this paragraph and/or the types of actions set forth in subparagraphs (a)(j) of Item 4 of Schedule 13D,
including but not limited to the acquisition of equity securities of the Issuer or its subsidiaries and the exploration by the Issuer of strategic alternatives. Furthermore, the Reporting Persons may exercise any and all of their rights in a manner
consistent with their direct and indirect equity interests, contractual rights and restrictions and other duties, if any. If the Reporting Persons were to acquire additional equity of the Issuer, the Reporting Persons ability to influence the
management, the board of directors or the policies of the Issuer may increase. Moreover, subject to the terms of the Stock Purchase Agreement and the Non-Disclosure Agreement, from time to time the Reporting
Persons and their representatives and advisors have and may in the future communicate with some or all of the following: each other, the board of directors, members thereof, management or representatives of the Issuer, other current and prospective
security holders or lenders of the Issuer, industry participants, businesses in the industry and interested parties, in each case, concerning the Issuer. The foregoing potential actions and/or communications could involve one or more of the events
referred to in subparagraphs (a)(j) of Item 4 of Schedule 13D.
The information set forth in Item 6 below is incorporated by reference in its
entirety into this Item 4.
Except as set forth in this Schedule 13D, or such as would occur upon or in connection with completion of, or
following, any of the actions discussed herein, none of the Reporting Persons presently has any additional plans or proposals that relate to or would be required to be described in Schedule 13D. The Reporting Persons reserve the right to change
their intentions with respect to any and all matters referred to in subparagraphs (a)(j) of Item 4 of Schedule 13D.
Item 5.
Interest in Securities of the Issuer
(a) The Reporting Persons beneficially own, in the aggregate, 3,800,000 shares of Common Stock
pursuant to the Stock Purchase Agreement. For a more detailed description of the Stock Purchase Agreement, see Item 6 below, which description is incorporated by reference herein in response to this Item 5.
As of the date hereof, the Reporting Persons each beneficially own 3,800,000 shares of Common Stock, which represents 5.96% of the Common
Stock issued and outstanding by USAT. The aggregate percentage of Common Stock reported owned by each person named herein is based upon 63,808,481 shares of Common Stock issued and outstanding, represented by (i) 60,008,481 shares of Common Stock
issued and outstanding as of October 9, 2019, as determined in reliance on a representation to that effect made by the Issuer in the Stock Purchase Agreement (defined below), plus (ii) 3,800,000 shares of Common Stock issued to Antara Capital
Master Fund LP in connection with the Stock Purchase Agreement.
- 8 -