0001144204-16-140991 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 22nd, 2016 • WPCS International Inc • Communications services, nec • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 21, 2016, by and among WPCS International Incorporated, a Delaware corporation, with headquarters located at 521 Railroad Avenue, Suisun City, CA 94585 (the "Company"), and the investors listed on the Schedule of Purchasers attached hereto (each, a "Purchaser" and collectively, the "Purchasers").

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 22nd, 2016 • WPCS International Inc • Communications services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2016, between WPCS International Incorporated, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

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