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February 2019

mhemani@graphicstylus.net February 1, 2019

TPx Communications Announces Combination With Pensare Acquisition Corp. to Become Publicly Traded Company

LOS ANGELES and ATLANTA, Feb. 01, 2019 (GLOBE NEWSWIRE) -- U.S TelePacific Holdings Corp. dba TPx Communications (“TPx”), a leading provider of Unified Communications and cloud-focused Managed IT Services, and Pensare Acquisition Corp. (NASDAQ: WRLS), a special purpose acquisition company, today announced that they have entered into a definitive agreement (the “Agreement”) pursuant to which TPx will become a Nasdaq-listed public company.   The transaction implies a combined company’s enterprise value of approximately $1.1 billion and an approximately 8.0x multiple of expected 2019 adjusted EBITDA.  Upon closing of the transaction, Pensare intends to change its name to “TPx Corp.” and expects to continue trading on Nasdaq under the new ticker symbol “TPXC.” It is anticipated that TPx’s management team, led by CEO Dick Jalkut and CFO Tim Medina, will continue to lead the combined company and Pensare CEO, Darrell J. Mays, will serve as Vice Chairman of the combined company’s board of directors.  In addition, TPx’s current controlling stockholders, including its largest stockholder, Investcorp, will remain as equity holders in the combined entity.

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