0001144204-14-059411 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • October 3rd, 2014 • WPCS International Inc • Communications services, nec • Washington

THIS ESCROW AGREEMENT (this “Agreement”) is made as of September 30, 2014 by and among EC COMPANY, an Oregon corporation (the “Purchaser”), WPCS International-Seattle, Inc., a Washington corporation (“WPCS-Seattle”), WPCS International Incorporated, a Delaware corporation (“WPCS”), and Sichenzia Ross Friedman Ference LLP, with an address at 61 Broadway, New York, NY 10006 (the “Escrow Agent”). WPCS and WPCS Seattle are collectively referred to as the “Sellers”. All capitalized terms contained herein and not otherwise defined shall have the meaning ascribed to them in the Purchase Agreement (as hereinafter defined).

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AMENDMENT, WAIVER AND EXCHANGE AGREEMENT
Amendment, Waiver and Exchange Agreement • October 3rd, 2014 • WPCS International Inc • Communications services, nec

This Amendment, Waiver and Exchange Agreement (the “Agreement”), dated as of September 30, 2014, is by and between WPCS International Incorporated, a Delaware corporation with offices located at 521 Railroad Avenue, Suisun City, California 94585 (the “Company”), and the holder identified on the signature page hereto (“Holder”).

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