SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 5th, 2012 • WPCS International Inc • Communications services, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 4, 2012, is by and among WPCS International Incorporated, a Delaware corporation with offices located at One East Uwchlan Avenue, Suite 301, Exton, Pennsylvania 19341 (the ”Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
GUARANTYGuaranty • December 5th, 2012 • WPCS International Inc • Communications services, nec • New York
GUARANTY, dated as of December __, 2012, made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Worldwide Stock Transfer LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement (as defined below).
COLLATERAL AGENCY AGREEMENTCollateral Agency Agreement • December 5th, 2012 • WPCS International Inc • Communications services, nec • New York
THIS COLLATERAL AGENCY AGREEMENT (this “Agreement”) is made and dated as of December ___, 2012 and among the persons named as “Secured Party” on the signature pages hereto (each, a “Secured Party” and together, the “Secured Parties”), WPCS International Incorporated, a Delaware corporation (the “Company”), and Worldwide Stock Transfer LLC, a New Jersey limited liability company, as collateral agent for the Secured Parties with respect to the Collateral (as hereinafter defined) (in such capacity, the “Collateral Agent”). The Collateral Agent is sometimes referred to herein as the “Agent”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2012 • WPCS International Inc • Communications services, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December [___], 2012, is by and among WPCS International Incorporated, a Delaware corporation with offices located at One East Uwchlan Avenue, Suite 301, Exton, Pennsylvania 19341 (the ”Company”), and the undersigned buyer (the “Buyer”).
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • December 5th, 2012 • WPCS International Inc • Communications services, nec • Delaware
This Amendment No. 1, dated as of December 4, 2012 (this “Amendment”), by and between WPCS International Incorporated, a Delaware corporation (the “Company”), and Interwest Transfer Co., Inc., a Utah corporation (the “Rights Agent”), amends that certain Rights Agreement, dated as of February 24, 2010 (the “Rights Agreement”), by and between the Company and the Rights Agent. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • December 5th, 2012 • WPCS International Inc • Communications services, nec • New York
SECURITY AND PLEDGE AGREEMENT, dated as of December __, 2012 (this “Agreement”) made by WPCS International Incorporated, a Delaware corporation (the “Company”), and each of the undersigned subsidiaries of the Company from time to time, if any (each a “Grantor” and collectively and together with the Company the “Grantors”), in favor of Worldwide Stock Transfer LLC, a New Jersey limited liability company, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of December 4, 2012 (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
