X0303 4 2009-10-15 0 0001336644 UNIVERSAL TRAVEL GROUP UTA 0001454607 Liquan Wang UNIVERSAL TRAVEL GROUP, 3F HUALIAN BLDG NO.2008 SHENNAN ROAD CENTRAL FUTIAN DISTRICT, SHENZHEN F4 518031 CHINA 1 0 0 0 Common stock 2009-10-15 4 A 0 2741 2.70 A 2741 D Options 2.70 2009-10-15 4 D 0 3333 0 D 2009-03-12 2019-01-19 Common Stock 3333 6667 D This option ("the Option") was issued pursuant to the Company's 2009 Incentive Stock Plan and the Incentive Stock Option Agreement dated as of January 20, 2009. The Option shall become exercisable during the term of the Reporting Person's employment in six (6) equal annual installments of 1,666 Shares each (save for the last installment of 1,670 Shares), the first installment to be exercisable on the first anniversary of the date of this Option (the "Initial Vesting Date"), with additional installments becoming exercisable on each of the successive periods following the Initial Vesting Date. The terms of exercise described above are subject to the following acceleration provisions: in the event (i) the Company reports an after tax Net Income (as that term is defined in Securities Purchase Agreement dated August 29, 2008, entered into by and among the Company and certain investors, of $14,000,000 in its Annual Report on Form 10-K for its fiscal year 2008, then options to purchase an aggregate of 3,333 shares of common stock in the aggregate under the Plan shall vest and become immediately exercisable, (ii) the Company reports an after tax Net Income of $18,000,000 for its fiscal year 2009, then options to purchase another 3,333 shares of common stock shall vest and become immediately exercisable and (iii) the Company reports an after tax Net Income of $22,000,000 for its fiscal year 2010, then options to purchase another 3,334 shares of common stock shall vest and become immediately exercisable. On October 15, 2009, the Reporting Person cashlessly exercised options to purchase 2,741 shares of common stock. The number of shares issued pursuant to the cashless exercise of the aforementioned options is based on the following formula: X = Y [(A-B)/A] where X = the number of shares the Optionee is to receive as the result of cashless option exercise. Y = the number of optioned shares. A = the arithmetic average of the closing prices for the five trading days immediately prior to (but not including) the exercise date. B = the exercise price /s/ Jessica S. Yuan, Attorney-at-Law 2009-10-16