April 11, 2006
Exhibit
10.2
April
11,
2006
WPCS
International Incorporated
Xxx
Xxxx
Xxxxxxx Xxxxxx
Xxxxx,
Xxxxxxxxxxxx 00000
Dear
Sirs:
Reference
is hereby made to a Purchase Agreement, dated November 16, 2004 (the “Prior
Purchase Agreement”), among WPCS International Incorporated (the “Company”) and
the undersigned (collectively, the “Funds”). Capitalized terms used herein have
the respective meanings ascribed thereto in the Prior Purchase Agreement unless
otherwise defined herein.
The
Funds, the Company and certain other Persons entered into the Prior Purchase
Agreement, pursuant to which, among other things, the Company issued to the
Funds and the other parties thereto warrants (the “Warrants”) to purchase shares
of Common Stock (the “Warrant Shares”). In connection with the Prior Purchase
Agreement, the Funds, the Company and certain other Persons entered into a
Registration Rights Agreement, dated November 16, 2004 (the “Registration Rights
Agreement”), pursuant to which, among other things, the Company agreed to
register the Warrant Shares for resale or other disposition pursuant to the
Securities Act of 1933, as amended.
Effective
as of the date hereof, the Funds hereby irrevocably waive, on their own behalf
and on behalf of any other holder of Registrable Securities (as defined in
the
Registration Rights Agreement), any and all rights to receive liquidated damages
from the Company as specified in Section 2 of the Registration Rights Agreement,
whether now existing or hereafter arising. In all other respects, the
Registration Rights Agreement shall continue in full force and
effect.
In
addition, also effective as of the date hereof, the Funds hereby irrevocable
waive, as to themselves and their Affiliates only, any adjustment to the Warrant
Price (as defined in the Warrants) pursuant to Section 8(f) of the Warrants
that
would otherwise result from the issuance of the Shares pursuant to the terms
of
the Purchase Agreement. In all other respects, the Warrants shall continue
in
full force and effect.
If
the
foregoing accurately reflects our agreement, please sign this letter in the
space indicated and return a signed counterpart to the undersigned. This letter
may be executed in counterparts, each of which shall be deemed and original
and
all of which shall together represent one and the same instrument. This letter
shall be governed by, and construed in accordance with, the laws of the State
of
New York, without reference to the choice of law provisions
thereof.
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Very
truly yours,
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| SPECIAL SITUATIONS FUND III QP, L.P. | ||
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SPECIAL
SITUATIONS FUND III, L.P.
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SPECIAL
SITUATIONS PRIVATE EQUITY FUND, L.P.
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| Date: | By: | /s/ XXXXXX X. XXXXX |
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Xxxxxx
X. Xxxxx, General Partner
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ACCEPTED
AND AGREED:
WPCS
INTERNATIONAL INCORPORATED
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By:
/s/
XXXXXX XXXXXXX
Name:
Xxxxxx Xxxxxxx
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Title:
Chief Executive Officer
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