0001013762-07-000148 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 1st, 2007 • WPCS International Inc • Communications services, nec • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this day of January, 2007 by and among WPCS International Incorporated, a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

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PURCHASE AGREEMENT
Purchase Agreement • February 1st, 2007 • WPCS International Inc • Communications services, nec • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the day of January, 2007 by and among WPCS International Incorporated, a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

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