ex102.htm


    


    


    Exhibit
10.2

    
      


       

      


      Escrow
Agreement

       

      The Pride
Group (QLD) Pty Ltd ACN 086 453 269 (Company)

       

      WPCS
Australia Pty Ltd ACN 128 426 602 (Buyer)

       

      Robert
Edwin William Paynter, Peter Stuart McDonald, Nigel Kernick, Mark Stephen Eaton,
J.C. Paynter Pty Limited as trustee for the Paynter Family Trust, David Charles
Bugler & Katherine Susan Bugler as trustee for the ESF Trust and Stephen
Paul Mullane & Marie Mullane as trustee for the Mullane Family Trust (Sellers)

       

      Mullins
Lawyers (Escrow
Agent)

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

    

    


    TABLE
OF CONTENTS

     

    
      
        	 
      	
                BACKGROUND

              	
                3

              
	 
      	
                OPERATIVE
      PART

              	
                3

              
	
                1

              	
                DEFINITIONS
      & INTERPRETATION

              	
                3

              
	
                1.1

              	
                Definitions

              	
                3

              
	
                1.2

              	
                Interpretation

              	
                3

              
	
                2

              	
                ESCROWED
      FUNDS

              	
                4

              
	
                2.1

              	
                Appointment
      of Escrow Agent

              	
                4

              
	
                2.2

              	
                Payment
      of Escrowed Funds

              	
                4

              
	
                2.3

              	
                Retention
      of Escrowed Funds

              	
                4

              
	
                2.4

              	
                Reduction
      of Purchase Price

              	
                5

              
	
                2.5

              	
                Release
      of Escrowed Funds

              	
                5

              
	
                2.6

              	
                Rights
      and obligations Escrow Agent

              	
                5

              
	
                3

              	
                APPOINTMENT
      OF COUNSEL

              	
                6

              
	
                3.1

              	
                Reimbursement
      of fees and disbursements

              	
                6

              
	
                3.2

              	
                Indemnity

              	
                6

              
	
                4

              	
                GENERAL

              	
                7

              
	
                4.1

              	
                Action
      by Escrow Agent

              	
                7

              
	
                4.2

              	
                Amendment

              	
                7

              
	
                4.3

              	
                No
      waiver

              	
                7

              
	
                4.4

              	
                Entire
      agreement

              	
                7

              
	
                4.5

              	
                Further
      assurances

              	
                7

              
	
                4.6

              	
                Severability

              	
                7

              
	
                4.7

              	
                Assignment

              	
                7

              
	
                4.8

              	
                Party
      acting as trustee

              	
                7

              
	
                4.9

              	
                Notices

              	
                8

              
	
                4.10

              	
                Governing
      law

              	
                8

              
	
                 

              	
                

                  EXECUTION

                

              	10


      

      


    

     

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

      ESCROW
AGREEMENT

    

     

    THIS AGREEMENT is made
this                                                                      day
of 2009

     

    
      	
              BETWEEN

            	
              THE PRIDE GROUP (QLD) PTY LTD
      of 155 Currie Street, Nambour Qld 4560 (the
    “Company”);

            


    

     

    
      	
              AND

            	
              WPCS AUSTRALIA PTY LTD ACN 128
      426 602 care of Mullins Lawyers, Level 21 Riverside Centre, 123
      Eagle Street, Brisbane in the State of Queensland, 4000, Australia (the
      “WPCS”);

            


    

     

    
      	
              AND

            	
              THE SHAREHOLDERS DESCRIBED IN
      ATTACHED SCHEDULE  (the
  “Shareholders”);

            


    

     

    
      	
              AND

            	
              MULLINS LAWYERS of Level
      21, Riverside Centre, 123 Eagle Street, Brisbane Qld 4000 (the ‘Escrow
      Agent’).

            


    

     

     

    BACKGROUND

     

     

    
      	
              (A)  

            	
              The
      Company, the Buyer and the Shareholders together with the directors of the
      Company have entered into a Share Purchase Agreement on or about the date
      of this Agreement (the "Share Purchase Agreement") regarding the
      respective sale and purchase of the 97,939 fully paid ordinary A Class
      shares of the Company.

            


    

     

    
      	
              (B)  

            	
              As
      required by Clause 3.4 of the Share Purchase Agreement, WPCS and the
      Shareholders wish to provide for the escrow of certain monies pursuant to
      the Share Purchase Agreement, and desire that the Escrow Agent hold such
      monies pursuant to the provisions of this Agreement.  The Escrow
      Agent is willing to hold such cash pursuant to the provisions of this
      Agreement.

            


    

     

    OPERATIVE
PART

     

    
      	
              1  

            	
              DEFINITIONS
      & INTERPRETATION

            


    

     

    
      	
              1.1  

            	
              Definitions

            


    

     

     

    
      	
              1.1.1  

            	
              “Buyer” means the WPCS
      Australia Pty Ltd ACN 128 426 602;

            


    

     

     

    
      	
              1.1.2  

            	
              “Commencement date”
      means the date of this Agreement;

            


    

     

     

    
      	
              1.1.3  

            	
              “Company” means The
      Pride Group (Qld) Pty Ltd ACN 086 453
269;

            


    

     

     

    
      	
              1.1.4  

            	
              “Escrow Account” means
      the account maintained by the Escrow Agent in terms of this
      Agreement;

            


    

     

     

    
      	
              1.1.5  

            	
              “Escrow Agent” means
      Mullins Lawyers;

            


    

     

     

    
      	
              1.1.6  

            	
              “Escrowed Funds” means
      the sum of AUD$200,000;

            


    

     

     

    
      	
              1.1.7  

            	
              “Schedule” means the
      schedule to this Agreement;

            


    

     

     

    
      	
              1.1.8  

            	
              “Seller” means the
      Shareholders described in the attached
Schedule;

            


    

     

     

    
      	
              1.1.9  

            	
              “NTAV” means the net tangible asset
      value adjustment as determined by Clauses 3.3.7 and 3.3.8 of the Share
      Purchase Agreement.

            


    

     

     

     All
capitalized terms contained herein and not otherwise defined shall have the
meaning ascribed to them in the Share Purchase Agreement.

     

     

    
      	
              1.2  

            	
              Interpretation

            


    

     

     

     In the
interpretation of this Agreement, unless the context otherwise
requires:

     

     

    
      	
              1.2.1  

            	
              singular
      includes plural and vice versa;

            


    

     

     

    
      	
              1.2.2  

            	
              any
      gender includes each other gender;

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              1.2.3  

            	
              a
      reference to a person includes a reference to an individual, corporation,
      incorporated or unincorporated association, trust, partnership and
      governmental or quasi-governmental department, council, agency, authority
      or other body;

            


    

     

     

    
      	
              1.2.4  

            	
              a
      reference to writing includes any means of representing or reproducing
      words, figures, drawings or symbols in a visible, tangible form, in
      English;

            


    

     

     

    
      	
              1.2.5  

            	
              a
      reference to any legislation or to any provision of any legislation
      includes any modification or re-enactment of it, any legislative provision
      substituted for it and all regulations and statutory instruments issued
      under it;

            


    

     

     

    
      	
              1.2.6  

            	
              a
      reference to any party includes a reference to each of its staff and
      successors and permitted assigns, as well as any liquidator, provisional
      liquidator, receiver, manager or administrator duly appointed under the
      Corporations Act, any person authorised to act on its behalf under power
      of attorney, and any other person duly authorised in writing to act on its
      behalf in respect of any of the purposes of provisions of this
      Agreement;

            


    

     

     

    
      	
              1.2.7  

            	
              a
      reference to any agreement or document is that agreement or document as
      amended, novated, supplemented, varied or replaced from time to time,
      except to the extent prohibited by this Agreement or that other agreement
      or document;

            


    

     

     

    
      	
              1.2.8  

            	
              a
      reference to "dollars" or "$" is to Australian (AUSD) currency and
      Australian (AUSD) dollars and cents Australian
  currency;

            


    

     

     

    
      	
              1.2.9  

            	
              a
      reference to "conduct" includes any omission and any representation,
      statement or undertaking, whether or not in
  writing;

            


    

     

     

    
      	
              1.2.10  

            	
              a
      reference to the "knowledge", "belief" or "awareness" of any person in
      relation to a matter means the knowledge, belief or awareness that the
      person would have if it had made all reasonable enquiries in the
      circumstances;

            


    

     

     

    
      	
              1.2.11  

            	
              mentioning
      anything after "include", "includes" or "including" does not limit what
      else might be included;

            


    

     

     

    
      	
              1.2.12  

            	
              headings
      are used for ease of reference and convenience only and are not to be
      construed as forming any part of this Agreement;
  and

            


    

     

     

    
      	
              1.2.13  

            	
              where
      any word or phrase is given a defined meaning, other than grammatical form
      of that word or phrase has a corresponding
  meaning.

            


    

     

     

    
      	
              2  

            	
              ESCROWED
      FUNDS

            


    

     

     

    
      	
              2.1  

            	
              Appointment
      of Escrow Agent

            


    

     

     

    
      	
              2.1.1  

            	
              WPCS
      and the Shareholders hereby appoint the Escrow Agent to hold the Escrowed
      Funds, in a trust account, and the Escrow Agent accepts such appointment,
      subject to the terms and conditions
hereof.

            


    

     

     

    
      	
              2.1.2  

            	
              The
      Escrowed Account shall be denominated in
AUSD.

            


    

     

     

    
      	
              2.2  

            	
              Payment
      of Escrowed Funds

            


    

     

     

    
      	
              2.2.1  

            	
              The
      parties acknowledge that WPCS has, prior to the execution of this Escrow
      Agreement, delivered by way of electronic transfer to the Escrow Agent the
      Escrowed Funds and hereby irrevocably instructs the Escrow Agent to deal
      with the Escrowed Funds on and subject to the terms
  hereof.

            


    

     

     

    
      	
              2.3  

            	
              Retention
      of Escrowed Funds

            


    

     

     

    
      	
              2.3.1  

            	
              The
      Escrow Agent shall retain the Escrowed Funds until the NTAV of the Company
      as of the Completion Date shall be
determined.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              2.4  

            	
              Reduction
      of Purchase Price

            


    

     

     

    
      	
              2.4.1  

            	
              In
      the event the NTAV as of the Effective Date shall be less than
      AUSD$1,200,000, the Purchase Price shall be reduced by the amount of the
      shortfall and such amount shall be released to
  WPCS.

            


    

     

     

    
      	
              2.4.2  

            	
              The
      balance of any amount remaining after the delivery of payments required
      pursuant to Clause 2.4.1 above (the “Escrow
      Payment”) shall be delivered to the Shareholders within three (3) business
      days of either:

            


    

     

     

    
      	
              (a)  

            	
              the
      date that the Seller gives notice of its agreement with the Buyer’s
      calculation of the NTAV under Clause 3.3.2 of the of the Share Purchase
      Agreement; or

            


    

     

     

    
      	
              (b)  

            	
              the
      date that the NTAV is determined by an Independent Accounting Firm under
      Clause 3.3.3 of the Share Purchase
Agreement.

            


    

     

     

    
      	
              2.5  

            	
              Release
      of Escrowed Funds

            


    

     

     

    
      	
              2.5.1  

            	
              The
      Escrow Agent shall only deliver the Escrowed Funds
  upon:

            


    

     

     

    
      	
              (a)  

            	
              written
      notification signed by each of the Shareholders and WPCS of final
      determination of the NTAV, or

            


    

     

     

    
      	
              (b)  

            	
              delivery
      to the Escrow Agent of a written determination of the NTAV by an
      Independent Accounting Firm under Clause 3.3.3 of the Share Purchase
      Agreement.

            


    

     

     

    
      	
              2.5.2  

            	
              Notwithstanding
      Clause 2.5.1, the Escrow Agent shall, from
      time to time, deliver all or some of the Escrowed Funds to WPCS or the
      shareholders in accordance with such written instructions, jointly
      executed by WPCS and the shareholders, as the Escrow Agent may
      receive.

            


    

     

     

    
      	
              2.6  

            	
              Rights
      and obligations Escrow Agent

            


    

     

     

    
      	
              2.6.1  

            	
              The
      Escrow Agent shall at all times comply with the requirements of the Trust
      Accounts Act 1973 (Qld), the Trust Accounts Regulation 1999 (Qld) and
      Legal Professional Act 2007 with respect to the receipt, management and
      disbursement of the Escrowed Funds under this Agreement, and the parties
      to this Agreement acknowledge and agree that those requirements prevail
      over the provisions of this Agreement to the extent of any inconsistency
      between them.

            


    

     

     

    
      	
              2.6.2  

            	
              Subject
      to Clause 2.6.1, the Escrow Agent shall not
      be under any duty to give the Escrowed Funds any greater degree of care
      than it gives its own similar property, and it shall have no liability
      hereunder, except for the wilful breach of its duties
      hereunder.

            


    

     

     

    
      	
              2.6.3  

            	
              Subject
      to Clause 2.6.1, the Escrow Agent shall have
      no duties or responsibilities except those expressly set forth herein and
      no implied duties or obligations should be read into this Escrow Agreement
      against the Escrow Agent.  The Escrow Agent need not refer to,
      and will not be bound by, the provisions of any other agreement, except
      for definitions of terms contained in the Share Purchase
      Agreement.

            


    

     

     

    
      	
              2.6.4  

            	
              The
      Escrow Agent may consult with counsel and shall be fully protected with
      respect to any action taken or omitted by it in good faith on advice of
      counsel.

            


    

     

     

    
      	
              2.6.5  

            	
              The
      Escrow Agent makes no representation as to the validity, value,
      genuineness or the collectibility of any security or other document or
      instrument held by or delivered to
it.

            


    

     

     

    
      	
              2.6.6  

            	
              The
      Escrow Agent will receive no compensation for its services
      hereunder.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              2.6.7  

            	
              In
      the event that the Escrow Agent shall be uncertain as to its duties or
      rights hereunder, or shall receive instructions from WPCS and the
      Shareholders or both of them, with respect to the Escrowed Funds, which,
      in its opinion, are in conflict with any of the provisions
      hereof:

            


    

     

     

    
      	
              (a)  

            	
              it
      shall be entitled to refrain from taking any action, and in doing so shall
      not become liable in any way or to any person for its failure or refusal
      to comply with such conflicting demands, and it shall be entitled to
      continue so to refrain from acting and so refuse to act until it shall be
      directed otherwise, in writing, jointly by WPCS and the shareholders or
      until it shall receive a final determination of a court of law,
      arbitration panel, or similar adjudicative body,
  or

            


    

     

     

    
      	
              (b)  

            	
              it
      may commence an action in any court of competent jurisdiction to seek an
      adjudication of the rights of WPCS and the
  shareholders.

            


    

     

     

    
      	
              2.6.8  

            	
              The
      Escrow Agent may act in reliance upon any notice, instruction,
      certificate, statement, request, consent, confirmation, agreement or other
      instrument which it believes to be genuine and to have been signed by a
      proper person or persons, and may assume that any of the officers of WPCS
      or the shareholders purporting to act on behalf of WPCS or the
      shareholders in giving any such notice or other instrument in connection
      with the provisions hereof has been duly authorized to do
    so.

            


    

     

     

    
      	
              3  

            	
              APPOINTMENT
      OF COUNSEL

            


    

     

     

    
      	
              3.1  

            	
              Reimbursement
      of fees and disbursements

            


    

     

     

    
      	
              3.1.1  

            	
              In
      the event that the Escrow Agent retains counsel or otherwise incurs any
      legal fees by virtue of any provision of this Escrow Agreement, the
      reasonable fees and disbursements of such counsel and any other liability,
      loss or expense which the Escrow Agent may thereafter suffer or incur in
      connection with this Escrow Agreement or the performance or attempted
      performance in good faith of its duties hereunder shall be paid (or
      reimbursed to it) by WPCS and the Shareholders, jointly and
      severally.

            


    

     

     

    
      	
              3.1.2  

            	
              In
      the event that the Escrow Agent shall become a party to any litigation in
      connection with its functions as Escrow Agent pursuant to this Escrow
      Agreement, whether such litigation shall be brought by or against it, the
      reasonable fees and disbursements of counsel to the Escrow Agent including
      the amounts attributable to services rendered by members or associates of
      Escrow Agent at the then prevailing hourly rate charged by them and
      disbursements incurred by them, together with any other liability, loss or
      expense which it may suffer or incur in connection therewith, shall be
      paid (or reimbursed to it) by WPCS and the Shareholders, jointly and
      severally, unless such loss, liability or expense is due to the wilful
      breach by the Escrow Agent of its duties
  hereunder.

            


    

     

     

    
      	
              3.2  

            	
              Indemnity

            


    

     

     

    
      	
              3.2.1  

            	
              WPCS
      and the Shareholders severally hereby unconditionally agree to indemnify
      the Escrow Agent and hold it harmless from and against any and all taxes
      (including federal, state and local taxes of any kind and other
      governmental charges), expenses, damages, actions, suits or other charges
      incurred by or brought or assessed against it
  for:

            


    

     

     

    
      	
              (a)  

            	
              anything
      done or omitted by it in the performance of its duties hereunder,
      or

            


    

     

     

    
      	
              (b)  

            	
              on
      account of acting in its capacity as an Escrow Agent or stakeholder
      hereunder, except as a result of its wilful breach of its duties under
      this Escrow Agreement.

            


    

     

     

    
      	
              3.2.2  

            	
              All
      reasonable expenses incurred by the Escrow Agent in connection with the
      performance of its duties hereunder shall be paid (or reimbursed to it) by
      WPCS and the Shareholders,
severally.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              3.2.3  

            	
              The
      agreements contained in this 3.2 shall
      survive any termination of the duties of the Escrow Agent
      hereunder.

            


    

     

     

    
      	
              4  

            	
              GENERAL

            


    

     

     

    
      	
              4.1  

            	
              Action
      by Escrow Agent

            


    

     

     

    
      	
              4.1.1  

            	
              WPCS
      and the Shareholders hereby acknowledge that the acts of the Escrow Agent
      are purely ministerial and do not represent a conflict of interest for the
      Escrow Agent to act, or continue to act, as counsel for any party to this
      Agreement with respect to any litigation or other matters arising out of
      this agreement or otherwise.

            


    

     

     

    
      	
              4.2  

            	
              Amendment

            


    

     

     

    
      	
              4.2.1  

            	
              This
      Agreement may be amended only by another agreement executed by all parties
      who may be affected by the
amendment.

            


    

     

     

    
      	
              4.3  

            	
              No
      waiver

            


    

     

     

    
      	
              4.3.1  

            	
              No
      failure to exercise and no delay in exercising any right, power or remedy
      under this Agreement will operate as a waiver.  Nor will any
      single or partial exercise of any right, power or remedy preclude any
      other or further exercise of that or any other right, power or
      remedy.

            


    

     

     

    
      	
              4.4  

            	
              Entire
      agreement

            


    

     

     

    
      	
              4.4.1  

            	
              Subject
      to Clause 4.2, this Agreement constitutes the
      sole and entire agreement between the parties.  No warranties,
      representations, guarantees or other terms or conditions of any kind not
      contained and recorded in this Agreement are of any force or
      effect.

            


    

     

     

    
      	
              4.5  

            	
              Further
      assurances

            


    

     

     

    
      	
              4.5.1  

            	
              Each
      party must take all steps, execute all documents and do everything
      reasonably required by the other party to give effect to any of the
      transactions contemplated by this
Agreement.

            


    

     

     

    
      	
              4.6  

            	
              Severability

            


    

     

     

    
      	
              4.6.1  

            	
              If
      any provision of this Agreement is invalid and not enforceable in
      accordance with its terms, all other provisions which are self-sustaining
      and capable of separate enforcement without regard to the invalid
      provisions are and continue to be valid and enforceable in accordance with
      their terms.

            


    

     

     

    
      	
              4.7  

            	
              Assignment

            


    

     

     

    
      	
              4.7.1  

            	
              The
      rights and obligations of each party under this Agreement are
      personal.  They cannot be assigned, charged or otherwise dealt
      with, and no party shall attempt or purport to do so without the prior
      written consent of all the parties.

            


    

     

     

    
      	
              4.8  

            	
              Party
      acting as trustee

            


    

     

     

    
      	
              4.8.1  

            	
              If
      a party enters into this Agreement as trustee of a trust, the party and
      its successors as trustee of the trust are liable under this Agreement in
      their own right and as trustee of the trust.  Nothing releases
      the party from any liability in its personal capacity.  The
      party warrants that:

            


    

     

     

    
      	
              (a)  

            	
              all
      the powers and discretions conferred by the deed establishing the trust
      are capable of being validly exercised by the party as trustee and have
      not been varied or revoked;

            


    

     

     

    
      	
              (b)  

            	
              the
      trust is a valid and subsisting
trust;

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              (c)  

            	
              the
      party is the sole trustee of the trust and has full and unfettered power
      under the terms of the deed establishing the trust to enter into and be
      bound by this Agreement on behalf of the
trust;

            


    

     

     

    
      	
              (d)  

            	
              this
      Agreement is executed and entered into as part of the due and proper
      administration of the trust and for the benefit of the beneficiaries of
      the trust; and

            


    

     

     

    
      	
              (e)  

            	
              no
      restriction on the party's right of indemnity out of, or lien over, the
      trust's assets exists, or will be created or permitted to exist, and that
      right has priority over the right of the beneficiaries to the trust's
      assets.

            


    

     

     

    
      	
              4.9  

            	
              Notices

            


    

     

     

    
      	
              4.9.1  

            	
              Each
      notice given under this Agreement:

            


    

     

     

    
      	
              (a)  

            	
              must
      be typed or in legible writing;

            


    

     

     

    
      	
              (b)  

            	
              must
      be in the English language;

            


    

     

     

    
      	
              (c)  

            	
              must
      be signed by the party giving the notice;
and

            


    

     

     

    
      	
              (d)  

            	
              be
      addressed to the party at that party's address given at the beginning of
      this Agreement, or to a facsimile machine located at that address (as
      applicable);

            


    

     

     

    
      	
              4.9.2  

            	
              Each
      notice given under this Agreement may only be served personally, by
      prepaid post or by facsimile transmission.  In that
      regard:

            


    

     

     

    
      	
              (a)  

            	
              Subject
      to Clause 4.9.3, if a notice given under this
      Agreement is served personally, it is deemed to be served the day it is
      served.

            


    

     

     

    
      	
              (b)  

            	
              Subject
      to Clause 4.9.3, if a notice given under this
      Agreement is served by prepaid post, it is deemed to be served two
      business days after posting.

            


    

     

     

    
      	
              (c)  

            	
              If
      a notice given under this Agreement is served by facsimile transmission
      within Business Hours, it is deemed to be served when the facsimile
      machine through which it was sent produces a report indicating a
      successful transmission of the
notice.

            


    

     

     

    
      	
              (d)  

            	
              If
      a notice given under this Agreement is served by facsimile transmission
      outside Business Hours, it is deemed to be served at the commencement of
      the next Business Hour after the time when the facsimile machine through
      which it was sent produces a report indicating a successful transmission
      of the notice.

            


    

     

     

    
      	
              4.9.3  

            	
              If
      delivery or receipt is outside Business Hours, the notice is taken to have
      been given during Business Hours on the next Business
  Day.

            


    

     

     

    
      	
              4.10  

            	
              Governing
      law

            


    

     

     

    
      	
              4.10.1  

            	
              This
      Agreement is governed by and construed in accordance with laws applicable
      in the State of Queensland,
Australia.

            


    

     

     

    
      	
              4.10.2  

            	
              Each
      party submits to the respective jurisdictions (including, where
      applicable, the non-exclusive jurisdictions) of the courts of Queensland,
      Australia, as well as all other Australian courts or tribunals having
      jurisdiction over laws applicable in the State of Queensland,
      Australia.

            


    

     

     

    
      	
              4.10.3  

            	
              Any
      proceedings in respect of any cause of action arising under this Agreement
      must be instituted, heard and determined in a court of competent
      jurisdiction in Queensland,
Australia.

            


    

     

     

    ~~~~~~~~

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULE
1

     

     

    (SHAREHOLDERS)

     

    


    
      	 
      	 
      
	
              Robert
      Edwin William Paynter

              of
      13 Kimberley Court, Buderim Qld 4556

            	
              32,180
      A Class Shares

            
	
              Peter
      Stuart McDonald

              of
      78 Carter Road, Nambour Qld 4560

            	
              2,000
      A Class Shares

            
	
              Nigel
      Kernick

              of
      10-12 Dunbar Road, Burpengary Qld 4505

            	
              2,000
      A Class Shares

            
	
              Mark
      Stephen Eaton

              of
      18 Stevenson Street, Calamvale Qld 4116

            	
              6,500
      A Class Shares

            
	
              J.C.
      Paynter Pty Limited as trustee for the Paynter Family Trust

              of
      13 Kimberley Court, Buderim Qld 4556

            	
              6,933
      A Class Shares

            
	
              David
      Charles Bugler & Katherine Susan Bugler as trustee for the ESF
      Trust

              of
      43 Marawa Drive, Buddina Qld 4575

            	
              32,893
      A Class Shares

            
	
              Stephen
      Paul Mullane and Marie Mullane as trustee for the Mullane Family
      Trust

              of
      15 Kapilano Crescent, Mountain Creek Qld 4557

            	
              15,433
      A Class Shares

            
	
              Total

            	
              97,939
      A Class Shares

            


    

    


     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    EXECUTION

    Executed
as an Agreement.

     

    
      	
              Executed
      by WPCS AUSTRALIA PTY LTD
      

              ACN 128 426 602 in
      accordance with section 

              127
      of the Corporations Act
      2001:

               

               

            	
              )

              )

              )

               

            	 
      
	
              Director/Company
      Secretary

            	 
      	
              Director

            
	 
      	 
      	 
      
	
              Name
      of Director/Company Secretary

              (BLOCK
      LETTERS)

            	 
      	
              Name
      of Director

              (BLOCK
      LETTERS)

            


    

     

    


     

    
      	
              Executed
      by ROBERT EDWIN WILLIAM
      PAYNTER

            	 
      	 
      
	
              at (suburb)

            	 
      
	 
      	 
      
	
              on (date)

            	 
      
	 
      	 
      	
              Signature

            
	
              in
      the presence of:

            	 
      	 
      
	 
      	 
      
	 
      
	 
      
	
              Witness

            	 
      
	 
      	 
      
	 
      	 
      
	
              Name

            	 
      	 
      


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    
      	
              Executed
      by PETER STUART
      MCDONALD

            	 
      	 
      
	
              at (suburb)

            	 
      
	 
      	 
      
	
              on (date)

            	 
      
	 
      	 
      	
              Signature

            
	
              in
      the presence of:

            	 
      	 
      
	 
      	 
      
	 
      
	 
      
	
              Witness

            	 
      
	 
      	 
      
	 
      	 
      
	
              Name

            	 
      	 
      


    

    


    


    
      	
              Executed
      by NIGEL
      KERNICK

            	 
      	 
      
	
              at (suburb)

            	 
      
	 
      	 
      
	
              on (date)

            	 
      
	 
      	 
      	
              Signature

            
	
              in
      the presence of:

            	 
      	 
      
	 
      	 
      
	 
      
	 
      
	
              Witness

            	 
      
	 
      	 
      
	 
      	 
      
	
              Name

            	 
      	 
      


    

    


    


    
      	
              Executed
      by MARK STEPHEN
      EATON

            	 
      	 
      
	
              at (suburb)

            	 
      
	 
      	 
      
	
              on (date)

            	 
      
	 
      	 
      	
              Signature

            
	
              in
      the presence of:

            	 
      	 
      
	 
      	 
      
	 
      
	 
      
	
              Witness

            	 
      
	 
      	 
      
	 
      	 
      
	
              Name

            	 
      	 
      


    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    
      	
              Executed
      by J.C. PAYNTER PTY
      LIMITED 

              ACN 002 365 844 as trustee for
      the Paynter Family Trust in accordance with section 

              127
      of the Corporations Act
      2001:

               

               

            	
              )

              )

              )

               

            	 
      
	
              Director/Company
      Secretary

            	 
      	
              Director

            
	 
      	 
      	 
      
	
              Name
      of Director/Company Secretary

              (BLOCK
      LETTERS)

            	 
      	
              Name
      of Director

              (BLOCK
      LETTERS)

            


    

    


    


    
      	
              Executed
      by DAVID CHARLES BUGLER
      as trustee for the ESF Trust

            	 
      	 
      
	
              at (suburb)

            	 
      
	 
      	 
      
	
              on (date)

            	 
      
	 
      	 
      	
              Signature

            
	
              in
      the presence of:

            	 
      	 
      
	 
      	 
      
	 
      
	 
      
	
              Witness

            	 
      
	 
      	 
      
	 
      	 
      
	
              Name

            	 
      	 
      


    

    


    


    
      	
              Executed
      by KATHERINE SUSAN
      BUGLER as trustee for the ESF Trust by her duly appointed Attorney,
      DAVID CHARLES
      BUGLER

            	 
      	 
      
	
              at (suburb)

            	 
      
	 
      	 
      
	
              on (date)

            	 
      
	 
      	 
      	
              Signature

            
	
              in
      the presence of:

            	 
      	 
      
	 
      	 
      
	 
      
	 
      
	
              Witness

            	 
      
	 
      	 
      
	 
      	 
      
	
              Name

            	 
      	 
      


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    
      	
              Executed
      by STEPHEN PAUL MULLANE
      as trustee for the Mullane Family Trust

            	 
      	 
      
	
              at (suburb)

            	 
      
	 
      	 
      
	
              on (date)

            	 
      
	 
      	 
      	
              Signature

            
	
              in
      the presence of:

            	 
      	 
      
	 
      	 
      
	 
      
	 
      
	
              Witness

            	 
      
	 
      	 
      
	 
      	 
      
	
              Name

            	 
      	 
      


    

    


    


    
      	
              Executed
      by MARIE MULLANE
      as trustee for the Mullane Family Trust by her duly appointed Attorney
      STEPHEN PAUL
      MULLANE

            	 
      	 
      
	
              at (suburb)

            	 
      
	 
      	 
      
	
              on (date)

            	 
      
	 
      	 
      	
              Signature

            
	
              in
      the presence of:

            	 
      	 
      
	 
      	 
      
	 
      
	 
      
	
              Witness

            	 
      
	 
      	 
      
	 
      	 
      
	
              Name

            	 
      	 
      


    

    


    


    
      	
              Executed
      by THE PRIDE GROUP (QLD)
      PTY LTD ACN 086 453 269 in accordance with section 127 of the Corporations Act
      2001:

               

               

            	
              )

              )

              )

               

            	 
      
	
              Director/Company
      Secretary

            	 
      	
              Director

            
	 
      	 
      	 
      
	
              Name
      of Director/Company Secretary

              (BLOCK
      LETTERS)

            	 
      	
              Name
      of Director

              (BLOCK
      LETTERS)

            


    

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    
      	
              Executed
      by MULLINS LAWYERS
      for and on behalf of the Firm by an authorised
    officer

            	 
      	 
      
	
              at (suburb)

            	 
      
	 
      	 
      
	
              on (date)

            	 
      
	 
      	 
      	
              Signature

            
	
              in
      the presence of:

            	 
      	 
      
	 
      	 
      
	 
      
	 
      
	
              Witness

            	 
      
	 
      	 
      
	 
      	 
      
	
              Name