Exhibit 10.3


 


EXECUTION VERSION


 


REGISTRATION RIGHTS AGREEMENT


 


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").


 


WHEREAS:


 


A.           In
connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the "Securities
Purchase Agreement"), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase
Agreement, to issue and sell to each Purchaser, (i) shares of the Company's Series H-2 Preferred Convertible Stock, par value $0.0001
per share (the "Series H-2 Preferred Stock"), which will be convertible into shares of the Company's common stock,
par value $0.0001 per share (the "Common Stock") (the shares of Common Stock issuable upon conversion of the Series
H-2 Preferred Stock, collectively, the "Common Shares") and (ii) warrants (the "Warrants") which
will be exercisable to purchase shares of Common Stock (as exercised, collectively, the "Warrant Shares") in accordance
with the terms of the Warrants.


 


B.           In
accordance with the terms of the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the "1933 Act"), and applicable state securities laws.


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each of the Purchasers hereby agree as follows:


 


1.           Definitions.


 


Capitalized terms used
herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used
in this Agreement, the following terms shall have the following meanings:


 


(a)          "Additional
Effective Date" means the date the Additional Registration Statement is declared effective by the SEC.


 


(b)          "Additional
Effectiveness Deadline" means the date which is the earlier of (x) (i) in the event that the Additional Registration Statement
is not subject to a full review by the SEC, twenty (20) calendar days after the earlier of the Additional Filing Date and the Additional
Filing Deadline or (ii) in the event that the Additional Registration Statement is subject to a full review by the SEC, fifty (50)
calendar days after the earlier of the Additional Filing Date and the Additional Filing Deadline and (y) the fifth (5th)
Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Additional
Registration Statement will not be reviewed or will not be subject to further review; provided, however, that if the Additional
Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Additional Effectiveness
Deadline shall be extended to the next Business Day on which the SEC is open for business.


 




     


     


    

 


(c)          "Additional
Filing Date" means the date on which the Additional Registration Statement is filed with the SEC.


 


(d)          "Additional
Filing Deadline" means if Cutback Shares are required to be included in any Additional Registration Statement, thirty
(30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration
Statement are sold.


 


(e)          "Additional
Registrable Securities" means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any
capital stock of the Company issued or issuable with respect to the Common Shares, the Warrants, the Warrant Shares, or the Cutback
Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise
without regard to any limitations on exercise of the warrants.


 


(f)          "Additional
Registration Statement" means a registration statement or registration statements of the Company filed under the 1933
Act covering the resale of any Additional Registrable Securities.


 


(g)          "Additional
Required Registration Amount" means (I) any Cutback Shares not previously included on a Registration Statement, all subject
to adjustment as provided in Section 2(f) or (II) such other amount as may be permitted by the staff of the SEC pursuant to Rule
415, without regard to any limitations on exercise of the Warrants.


 


(h)          "Business
Day" means any day other than Saturday, Sunday or any other day on which commercial banks in the City of New York are
authorized or required by law to remain closed.


 


(i)          "Closing
Date" shall have the meaning set forth in the Securities Purchase Agreement.


 


(j)          "Cutback
Shares" means any of the Initial Required Registration Amount or the Additional Required Registration Amount (without
regard to clause (II) in the definition thereof) of Registrable Securities not included in all Registration Statements previously
declared effective as contemplated hereunder as a result of a limitation on the maximum number of shares of Common Stock of the
Company permitted to be registered by the staff of the SEC pursuant to Rule 415. For the purpose of determining the Cutback Shares,
in order to determine any applicable Required Registration Amount, unless an Investor gives written notice to the Company to the
contrary with respect to the allocation of its Cutback Shares, first the Warrant Shares shall be excluded on a pro rata basis among
the Investors until all of the Warrant Shares have been excluded, and second the Common Shares shall be excluded on a pro rata
basis among the Investors until all of the Common Shares have been excluded.


 


(k)          "Effective
Date" means the Initial Effective Date and the Additional Effective Date, as applicable.


 


(l)           "Effectiveness
Deadline" means the Initial Effectiveness Deadline and the Additional Effectiveness Deadline, as applicable.


 


(m)         "Eligible
Market" means the Principal Market, The New York Stock Exchange, Inc., the NYSE MKT LLC, The NASDAQ Capital Market, The
NASDAQ Global Select Market or The Nasdaq Global Market.


 




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(n)          "Filing
Deadline" means the Initial Filing Deadline and the Additional Filing Deadline, as applicable.


 


(o)          "Initial
Effective Date" means the date that the Initial Registration Statement has been declared effective by the SEC.


 


(p)          "Initial
Effectiveness Deadline" means the date which is the earlier of (x) (i) in the event that the Initial Registration Statement
is not subject to a full review by the SEC, sixty (60) calendar days after January 31, 2017 or (ii) in the event that the Initial
Registration Statement is subject to a full review by the SEC, ninety (90) calendar days after January 31, 2017 and (y) the fifth
(5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that
such Initial Registration Statement will not be reviewed or will not be subject to further review; provided, however, that if the
Initial Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Initial Effectiveness
Deadline shall be extended to the next Business Day on which the SEC is open for business.


 


(q)          "Initial
Filing Date" means the date on which the Initial Registration Statement is filed with the SEC.


 


(r)          "Initial
Filing Deadline" means January 31, 2017.


 


(s)          "Initial
Registrable Securities" means (i) the Common Shares issued or issuable upon exercise of the Series H-2 Preferred Stock
issued pursuant to the terms of the Securities Purchase Agreement, (ii) the Warrant Shares issued or issuable upon exercise of
the Warrants and (iii) any capital stock of the Company issued or issuable with respect to the Common Shares, the Warrant Shares
or the Warrants as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without
regard to any limitations on exercise of the Warrants.


 


(t)          "Initial
Registration Statement" means a registration statement or registration statements of the Company filed under the 1933
Act covering the resale of the Initial Registrable Securities.


 


(u)          "Initial
Required Registration Amount" means (I) the sum of (i) the number of Common Shares and (ii) the maximum number of Warrant
Shares issued and issuable pursuant to the Warrants, without regard to any limitations on exercise of the Warrants or (II) such
other amount as may be permitted by the staff of the SEC pursuant to Rule 415.


 


(v)          "Investor"
means a Purchaser or any transferee or assignee thereof to whom a Purchaser assigns its rights under this Agreement and who agrees
to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom
a transferee or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement
in accordance with Section 9.


 


(w)          "Person"
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.


 


(x)          "Principal
Market" means The OTC QB.


 


(y)          "register,"
"registered," and "registration" refer to a registration effected by preparing and filing one
or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415, and the declaration
or ordering of effectiveness of such Registration Statement(s) by the SEC.


 




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(z)          "Registrable
Securities" means the Initial Registrable Securities and the Additional Registrable Securities.


 


(aa)         "Registration
Statement" means the Initial Registration Statement and the Additional Registration Statement, as applicable.


 


(bb)         "Required
Holders" means holders of at least a majority of the Registrable Securities.


 


(cc)         "Required
Registration Amount" means either the Initial Required Registration Amount or the Additional
Required Registration Amount, as applicable.


 


(dd)         "Rule
415" means Rule 415 promulgated under the 1933 Act or any successor rule providing for offering securities on a continuous
or delayed basis.


 


(ee)         "SEC"
means the United States Securities and Exchange Commission.


 


(ff)          "Trading
Day" means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded; provided that "Trading Day" shall not include any day on which the Common Stock is scheduled to
trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate
in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


2.           Registration.


 


(a)          Initial
Mandatory Registration. Promptly following the Closing Date, the Company shall prepare, and, as soon as practicable but in
no event later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the
resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company
shall use Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable
to the Required Holders, subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto
shall register for resale at least the number of shares of Common Stock equal to the Initial Required Registration Amount determined
as of the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section
2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders) the "Plan
of Distribution" and "Selling Shareholders" sections in substantially the form attached hereto as Exhibit
B. The Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective
by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on
the Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the
1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.


 




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(b)          Additional
Mandatory Registrations. The Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing
Deadline, file with the SEC an Additional Registration Statement on Form S-3 covering the resale of all of the Additional Registrable
Securities not previously registered on an Additional Registration Statement hereunder. To the extent the staff of the SEC does
not permit the Additional Required Registration Amount to be registered on an Additional Registration Statement, the Company shall
file Additional Registration Statements successively trying to register on each such Additional Registration Statement the maximum
number of remaining Additional Registrable Securities until the Additional Required Registration Amount has been registered with
the SEC; provided that after two rejections by the SEC of Additional Registration Statements, the Company shall not be required
to file Additional Registration Statements more frequently than once per sixty day period commencing subsequent to the second rejection.
In the event that Form S-3 is unavailable for such a registration, the Company shall use Form S-1 or such other form as is available
for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of
Section 2(e). Each Additional Registration Statement prepared pursuant hereto shall register for resale at least that number of
shares of Common Stock equal to the Additional Required Registration Amount determined as of the date such Additional Registration
Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). Each Additional Registration
Statement shall contain (except if otherwise directed by the Required Holders) the "Plan of Distribution" and
"Selling Shareholders" sections in substantially the form attached hereto as Exhibit B. The Company shall
use its commercially reasonable efforts to have each Additional Registration Statement declared effective by the SEC as soon as
practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following
the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus
to be used in connection with sales pursuant to such Additional Registration Statement.


 


(c)          Allocation
of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase
or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the
number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable
Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers
any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number
of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a
Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such
Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then
held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other
than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.


 


(d)          Legal
Counsel. Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee
any registration pursuant to this Section 2 ("Legal Counsel"), which shall be Grushko & Mittman, P.C., or
such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with
each other in performing the Company's obligations under this Agreement.


 


(e)          Ineligibility
for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder,
the Company shall (i) register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable
to the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available,
provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as any
such Registration Statement on Form S-3 filed by the Company covering the Registrable Securities has been declared effective by
the SEC.


 




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(f)          Sufficient
Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section
2(a) or Section 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered
by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c), the Company
shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor,
if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the
date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not
later than fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to
cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof.
For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient
to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under
the Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall
be made without regard to any limitations on the exercise of the Warrants and such calculation shall assume the Warrants are then
exercisable in full into shares of Common Stock at the then prevailing Exercise Price (as defined in the Warrants).


 


(g)          Effect
of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement
when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a "Registration
Failure"), (ii) a Registration Statement covering all of the Registrable Securities required
to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before
the applicable Filing Deadline (a "Filing Failure") or (B) not declared effective
by the SEC on or before the applicable Effectiveness Deadline, (an "Effectiveness Failure")
or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities
required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined
in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension
of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure
to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register
a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a "Maintenance
Failure" and collectively with a Registration Failure, a Filing Failure, and an Effectiveness
Failure, the “Failures” and each a “Failure”),
then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other
remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the
Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration
Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase
Agreement) of such Investor's Registrable Securities whether or not included in such Registration Statement, on each of the following
dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv)
the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth
day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth
day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days)
until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day
thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the
thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling
less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one
Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall
be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures
are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "Registration
Delay Payments." Registration Delay Payments shall be paid on the earlier of (I) the dates
set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured.
In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear
interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to
the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed five percent (5.0%) of the aggregate
Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions
or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).


 




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(h)          Limitation
on Other Registration Statements. The Company shall not file another registration statement under the 1933 Act prior to the
earlier of (i) date that the Initial Registration Statement is declared effective by the SEC and (ii) the end of the
Registration Period (as defined in Section 3(a); provided that, this Section 2(h) shall not prevent the Company from filing
a registration statement on Form S-4 or Form S-8 with the SEC at any time beginning thirty (30) days after the initial filing of
the Initial Registration Statement with the SEC.


 


3.          Related
Obligations.


 


At such time as the Company
is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(b), 2(e) or 2(f), the Company will use its
commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method
of disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


(a)          The
Company shall promptly prepare and file with the SEC a Registration Statement with respect to the Registrable Securities and use
its commercially reasonable efforts to cause such Registration Statement relating to the Registrable Securities to become effective
as soon as practicable after such filing (but in no event later than the Effectiveness Deadline). The Company shall keep each Registration
Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date that is two (2) years and six (6) months
after the Closing Date or (ii) the date on which the Investors shall have sold all of the Registrable Securities required to be
covered by such Registration Statement (the "Registration Period"). The Company shall ensure that each Registration
Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein
(in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. The term "commercially
reasonable efforts" shall mean, among other things, that the Company shall submit to the SEC, within two (2) Business Days
after the later of the date that (i) the Company learns that no review of a particular Registration Statement will be made by the
staff of the SEC or that the staff has no further comments on a particular Registration Statement, as the case may be, and (ii)
the approval of Legal Counsel pursuant to Section 3(c) (which approval is immediately sought), a request for acceleration of effectiveness
of such Registration Statement to a time and date not later than two (2) Business Days after the submission of such request. The
Company shall respond in writing to comments made by the SEC in respect of a Registration Statement as soon as practicable, but
in no event later than fifteen (15) days after the receipt of comments by or notice from the SEC that an amendment is required
in order for a Registration Statement to be declared effective.


 




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(b)          The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule
424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the Registration
Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable
Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have
been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration
Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this
Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q, Form 8-K
or any analogous report under the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Company shall
have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements
with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement
such Registration Statement.


 


(c)          The
Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least three (3) Business Days
prior to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for those filed
by reason of the Company filing Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any
similar or successor reports) within a reasonable number of days prior to their filing with the SEC, (B) permit each Investor to
review and comment on the “Plan of Distribution” and “Selling Shareholders” sections of the Registration
Statement and all amendments and supplements to the Registration Statement to the extent any changes are made to those sections,
and (C) not file any Registration Statement or amendment or supplement thereto in a form to which Legal Counsel reasonably objects;
provided however, that if the delay in filing the Registration Statement is due to Legal Counsel’s or an Investor’s
unreasonable objections (and unreasonable refusal to allow the Company to file the Registration Statement) then in such event,
no Registration Failure (or similar event that triggers a Registration Delay Payment) shall be deemed to have occurred with such
delay arising from Legal Counsel’s unreasonable objections, or solely with respect to an Investor, arising from such Investor’s
unreasonable objections. The Company shall not submit a request for acceleration of the effectiveness of a Registration Statement
or any amendment or supplement thereto without the prior approval of Legal Counsel, which consent shall not be unreasonably withheld;
provided however, that if the delay in filing the effectiveness of the Registration Statement is due to Legal Counsel’s unreasonable
objections (and unreasonable refusal to allow the Registration Statement to become effective) then in such event, no Effectiveness
Failure (or similar event that triggers a Registration Delay Payment) shall be deemed to have occurred. The Company shall furnish
to Legal Counsel, without charge, copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives
relating to any Registration Statement. The Company shall reasonably cooperate with Legal Counsel in performing the Company's obligations
pursuant to this Section 3.


 


(d)          Intentionally
Omitted.


 


(e)          The
Company shall use its commercially reasonable efforts to (i) register and qualify, unless an exemption from registration and qualification
applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities
or "blue sky" laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions
such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary
to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain
such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company
shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel of
the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the
Registrable Securities for sale under the securities or "blue sky" laws of any jurisdiction in the United States or its
receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 




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(f)          The
Company shall notify Legal Counsel in writing of the happening of any event, as promptly as practicable but not later than the
first Business Day after becoming aware of such event, (i) as a result of which the prospectus included in a Registration Statement,
as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided
that in no event shall such notice contain any material, nonpublic information), or (ii) that results in the lack of effectiveness
of any Registration Statement, and, subject to Section 3(r), promptly prepare a supplement or amendment to such Registration Statement
to correct such untrue statement or omission, or lack of effectiveness of any Registration Statement. The Company shall also promptly
notify Legal Counsel in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed,
and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall
be delivered to Legal Counsel by facsimile or email on the same day of such effectiveness and by overnight mail), (ii) of any request
by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of
the Company's reasonable determination that a post-effective amendment to a Registration Statement would be appropriate. By 9:30
a.m. New York City time on the date following the date any post-effective amendment has become effective, the Company shall file
with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to
such Registration Statement.


 


(g)          The
Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify Legal Counsel of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding for such purpose.


 


(h)          If
any Investor is required by the SEC to be described in the Registration Statement as an underwriter or the Company and an Investor
agree that it should be identified as an underwriter of Registrable Securities in the Registration Statement and the Registration
Statement is so modified, the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement
and thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company's
independent certified public accountants in form and substance as is customarily given by independent certified public accountants
to underwriters in an underwritten public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of
counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given
in an underwritten public offering, addressed to the Investors.


 




    	 	9	 



     


    

 


(i)          If
any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter or the
Company and an Investor agrees that it could reasonably be deemed to be an underwriter of Registrable Securities, the Company shall
make available for inspection by (i) such Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents retained
by the Investors (collectively, the "Inspectors"), all pertinent financial and other records, and pertinent corporate
documents and properties of the Company (collectively, the "Records"), as shall be reasonably deemed necessary
by each Inspector, and cause the Company's officers, directors and employees to supply all information which any Inspector may
reasonably request; provided, however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure
(except to an Investor) or use of any Record or other information which the Company determines in good faith to be confidential,
and of which determination the Inspectors are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct
a misstatement or omission in any Registration Statement or is otherwise required under the 1933 Act, (b) the release of such Records
is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or
(c) the information in such Records has been made generally available to the public other than by disclosure in violation of this
Agreement. Each Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental
body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense,
to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential.
Nothing herein (or in any other confidentiality agreement between the Company and any Investor) shall be deemed to limit the Investors'
ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.


 


(j)          The
Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information
is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction,
or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement
or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor
is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to
such Investor and allow such Investor a reasonable period of time, at the Investor's expense, to undertake appropriate action to
prevent disclosure of, or to obtain a protective order for, such information.


 


(k)          The
Company shall use its commercially reasonable efforts either to (i) cause all of the Registrable Securities covered by a Registration
Statement to be listed on each securities exchange on which securities of the same class or series issued by the Company are then
listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or (ii) secure
the inclusion for quotation of all of the Registrable Securities on the Principal Market or (iii) if, despite the Company's commercially
reasonable efforts, the Company is unsuccessful in satisfying the preceding clauses (i) and (ii), to secure the inclusion for quotation
on another Eligible Market for such Registrable Securities and, without limiting the generality of the foregoing, to use its commercially
reasonable efforts to arrange for at least two market makers to register with the Financial Industry Regulatory Authority, Inc.
("FINRA") as such with respect to such Registrable Securities. The Company shall pay all fees and expenses in
connection with satisfying its obligation under this Section 3(k).


 


(l)          The
Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities
to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the
case may be, as the Investors may reasonably request and registered in such names as the Investors may request.


 




    	 	10	 



     


    

 


(m)          If
reasonably requested by an Investor, the Company shall as soon as practicable (i) incorporate in a prospectus supplement or post-effective
amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold,
the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering;
(ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to
be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration
Statement if reasonably requested by an Investor holding any Registrable Securities.


 


(n)          The
Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by a Registration Statement to
be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition
of such Registrable Securities.


 


(o)          Intentionally
Omitted.


 


(p)          The
Company shall otherwise use its commercially reasonable efforts to comply in all material respects with all applicable rules and
regulations of the SEC in connection with any registration hereunder.


 


(q)          Within
two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the Company
shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such
Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.


 


(r)          Notwithstanding
anything to the contrary herein, at any time after the Effective Date, the Company may delay the disclosure of material, non-public
information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors
of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required
(a "Grace Period"); provided, that the Company shall promptly (i) notify the Investors in writing of the existence
of material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the
content of such material, non-public information to the Investors) and the date on which the Grace Period will begin, and (ii)
notify the Investors in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed
ten (10) consecutive Trading Days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed
an aggregate of twenty (20) Trading Days and the first day of any Grace Period must be at least five (5) Trading Days after the
last day of any prior Grace Period (each, an "Allowable Grace Period"). For purposes of determining the length
of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive the notice referred to in clause
(i) and shall end on and include the later of the date the Investors receive the notice referred to in clause (ii) and the date
referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable during the period of any Allowable Grace
Period. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect
to the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything
to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an
Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities
with respect to which an Investor has entered into a contract for sale, prior to the Investor's receipt of the notice of a Grace
Period and for which the Investor has not yet settled.


 




    	 	11	 



     


    

 


(s)          Except
as required by applicable law, neither the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter
in any public disclosure or filing with the SEC, the Principal Market or any Eligible Market and any Purchaser being deemed an
underwriter by the SEC shall not relieve the Company of any obligations it has under this Agreement or any other Transaction Document
(as defined in the Securities Purchase Agreement); provided, however, that the foregoing shall not prohibit the Company
from including the disclosure found in the "Plan of Distribution" section attached hereto as Exhibit B in the
Registration Statement. If the Company is required by law to identify any Investor as an underwriter in any public disclosure or
filing with the SEC, the Principal Market or any Eligible Market, prior to so identifying any such Investor, the Company shall
promptly notify each such Investor of the legal requirement and give each such Investor a reasonable opportunity to persuade the
applicable regulator that said disclosure is not required. If the applicable Investors are unable to eliminate the legal requirement
to be identified as an underwriter, the applicable Investor shall have five (5) Business Days, or such shorter time as required
by the applicable regulator or applicable law, to consent to such disclosure or to agree to withdraw as a selling shareholder under
the Registration Statement. If an Investor agrees to withdraw as a selling shareholder under the Registration Statement, the Company
shall not be responsible for any such Failures with respect to any such Investor.


 


(t)          Neither
the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on
or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of preventing
the Company from performing its obligations hereunder.


 


4.           Obligations
of the Investors.


 


(a)          At
least five (5) Business Days prior to the first anticipated Filing Date of a Registration Statement, the Company shall notify each
Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such
Investor's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations
of the Company to complete any registration pursuant to this Agreement with respect to the Registrable Securities of a particular
Investor that such Investor shall timely furnish to the Company such information regarding itself, the Registrable Securities held
by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required by the Company
to effect and maintain the effectiveness of the registration of such Registrable Securities and shall timely execute such documents
in connection with such registration as the Company may reasonably request.


 


(b)          Each
Investor, by such Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested
by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Investor has
notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from such
Registration Statement.


 


(c)          Each
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(g) or the first sentence of 3(f) (a “No Sale Notice”), such Investor will immediately discontinue disposition
of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor's
receipt of copies of the supplemented or amended prospectus as contemplated by Section 3(g) or the first sentence of 3(f) or receipt
of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer
agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities
Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract
for sale prior to the Investor's receipt of a notice from the Company of the happening of any event of the kind described in Section
3(g) or the first sentence of 3(f) and for which the Investor has not yet settled.


 




    	 	12	 



     


    

 


(d)          Each
Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it
or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.


 


5.           Expenses
of Registration.


 


All reasonable expenses,
other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant
to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company shall be paid by the Company.


 


6.           Indemnification.


 


In the event any Registrable
Securities are included in a Registration Statement under this Agreement:


 


(a)          To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the
directors, officers, partners, members, employees, agents, representatives of, and each Person, if any, who controls any Investor
within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Person"), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys' fees, amounts paid in settlement or expenses,
joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim,
suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative
or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a
party thereto ("Indemnified Damages"), to which any of them may reasonably become subject insofar as such Claims
(or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue
statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or
in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws
of any jurisdiction in which Registrable Securities are offered ("Blue Sky Filing"), or the omission or alleged
omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii)
any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the
effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company
files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material
fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made,
not misleading, (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including,
without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to a Registration Statement or (iv) any violation of this Agreement (the matters in the foregoing clauses (i)
through (iv) being, collectively, "Violations"). Subject to Section 6(c), the Company shall reimburse the Indemnified
Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred
by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein,
the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out
of or based upon a Violation which occurs in reliance upon and in conformity with information furnished to the Company by such
Indemnified Person for such Indemnified Person expressly for use in connection with the preparation of the Registration Statement
or any such amendment thereof or supplement thereto; and (ii) shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed.
Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person
and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9.


 




    	 	13	 



     


    

 


(b)          In
connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not
jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company,
each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company
within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Party"), against any Claim or Indemnified
Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs
in reliance upon and in conformity with information furnished to the Company by such Investor expressly for use in connection with
such Registration Statement; and, subject to Section 6(c), such Investor shall reimburse the Indemnified Party for any legal or
other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in
Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent
of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall
be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer
of the Registrable Securities by the Investors pursuant to Section 9.


 


(c)          Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall,
if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires and has acknowledged its indemnification obligations hereunder in writing, jointly with any other
indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying
party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or
Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for all
such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained
by the Indemnified Person or Indemnified Party, as applicable, the representation by such counsel of the Indemnified Person or
Indemnified Party and the indemnifying party would be inappropriate due to differing interests between such Indemnified Person
or Indemnified Party and any other party represented by such counsel in such proceeding. In the case of an Indemnified Person,
legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority
in interest of the Registrable Securities included in the Registration Statement to which the Claim relates. The Indemnified Party
or Indemnified Person shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any
such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified
Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect
thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior
written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent.
No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry
of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such
Claim or litigation and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following
indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or
Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has
been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any
such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this
Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.


 




    	 	14	 



     


    

 


(d)          Intentionally
Omitted.


 


(e)          The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party
or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


7.           Contribution.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however,
that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved
in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller
of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the sale of such
Registrable Securities pursuant to such Registration Statement.


 


8.           Reports
Under the 1934 Act.


 


With a view to making
available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the
SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule
144"), the Company agrees to:


 


(a)          make
and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)          file
with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so
long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the
applicable provisions of Rule 144; and


 


(c)          furnish
to each Investor so long as such Investor owns Registrable Securities, promptly upon request, a written statement by the Company,
if true, that it has complied with the reporting requirements of the 1933 Act and the 1934 Act and that it has satisfied the current
public information provisions set forth in Rule 144.


 




    	 	15	 



     


    

 


9.           Assignment
of Registration Rights.


 


The rights under this
Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor's Registrable
Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement
is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after
such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b)
the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such
transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act
or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause
(ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained
herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.


 


10.         Amendment
of Registration Rights.


 


Provisions of this Agreement
may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and the Required Holders; provided that any such amendment or waiver
that complies with the foregoing but that disproportionately, materially and adversely affects the rights and obligations of any
Investor relative to the comparable rights and obligations of the other Investors shall require the prior written consent of such
adversely affected Investor. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor
and the Company. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable
Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision
of this Agreement unless the same consideration (other than the reimbursement of legal fees) also is offered to all of the parties
to this Agreement.


 


11.         Miscellaneous.


 


(a)          A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from such record
owner of such Registrable Securities.


 


(b)          Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); (iii) when sent, if sent by electronic mail; or (iv) one Business Day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to receive the same. The addresses, facsimile numbers and email
addresses for such communications shall be:


 




    	 	16	 



     


    

 


If to the Company:


 


WPCS International Incorporated


521 Railroad Avenue


Suisun City, CA 94585


Attn: Sebastian Giordano, Chief Executive Officer


Fax: (707) 421-1359


 


With a copy (for informational
purposes only) to:




K&L Gates LLP


599 Lexington Avenue


New York, NY 10022


Attn: Robert S. Matlin, Esq.


Fax: (212) 536-3901


 


If to the Transfer Agent:


 


Interwest Transfer Company, Inc.


1981 Murray Holladay Road, Suite 100


Salt Lake City, UT 84117


Fax: (801) 277-3147 


 


If to Legal Counsel:


Grushko & Mittman, P.C.


515 Rockaway Avenue


Valley Stream, NY 11581


Fax: (212)697-3575


 


If to a Purchaser, to its address, facsimile
number and/or email address set forth on the Schedule of Purchasers attached hereto or on the signature pages of the Securities
Purchase Agreement, with copies to such Purchaser's representatives as set forth on the Schedule of Purchasers, or to such other
address, facsimile number and/or email address to the attention of such other Person as the recipient party has specified by written
notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given
by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's
facsimile machine or email containing the time, date, recipient facsimile number and an image of the first page of such transmission
or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


(c)          Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.


 




    	 	17	 



     


    

 


(d)          All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the
State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT
TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(e)          If
any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


(f)          This
Agreement, the other Transaction Documents (as defined in the Securities Purchase Agreement) and the instruments referenced herein
and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There
are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement,
the other Transaction Documents and the instruments referenced herein and therein supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.


 


(g)          Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and
assigns of each of the parties hereto.


 


(h)          The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


(i)          This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


(j)          Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 




    	 	18	 



     


    

 


(k)          All
consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by the Required Holders, determined as if the outstanding Warrants then held by Investors have been
exercised for Registrable Securities without regard to any limitations on exercise of the Warrants.


 


(l)          The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party.


 


(m)          This
Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(n)          The
obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no provision of
this Agreement is intended to confer any obligations on any Investor vis-à-vis any other Investor. Nothing contained herein,
and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated herein.


 


(o)          Legal
Counsel may resign as Legal Counsel on five (5) calendar days’ prior notice to the Company and Alpha Capital Anstalt. Legal
Counsel will not be required to consult with any Purchaser nor obtain instructions nor follow any instructions or orders made or
given by any Purchaser other than Alpha Capital Anstalt.


 


* * * * * *


 


[Signature Page Follows]


 




    	 	19	 



     


    

 


IN WITNESS WHEREOF, the
parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	COMPANY:
	 	 
	 	WPCS INTERNATIONAL 

INCORPORATED


 


	 	By:	/s/ David Allen
	 	 	Name: David Allen
	 	 	Title:   Chief Financial Officer


 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]


 




    	 	20	 



     


    

 


[SIGNATURE
PAGE OF PURCHASERS TO


WPCS
INTERNATIONAL INCORPORATED RRA]


 


Name of Purchaser: Alpha Capital Anstalt


 


Signature of Authorized Signatory of
Purchaser: /s/ Konrad Ackermann


 


Name of Authorized Signatory: Konrad Ackermann


 


Title of Authorized Signatory: Director


 


Email Address of Authorized Signatory:
info@alphacapital.li


 


Facsimile Number of Authorized Signatory:


 


Address for Notice to Purchaser:


 


Alpha Capital Anstalt


c/o LH Financial Services Corp.


510 Madison Avenue Suite 1400


New York, NY 10022


 


[SIGNATURE PAGES CONTINUE]


 




    	 	21	 



     


    

 


[SIGNATURE
PAGE OF PURCHASERS TO


WPCS
INTERNATIONAL INCORPORATED RRA]


 


Name of Purchaser: Brio Capital Master
Fund Ltd.


 


Signature of Authorized Signatory of
Purchaser: /s/ Shaye Hirsch


 


Name of Authorized Signatory: Shaye
Hirsch


 


Title of Authorized Signatory: Director


 


Email Address of Authorized Signatory:
shaye@briocapital.com


 


Facsimile Number of Authorized Signatory:
646-390-2158


 


Address for Notice to Purchaser:


c/o Brio Capital Management LLC


 


100 Merrick Road, Suite 401W


 


Rockville Center, NY 11570-4800


 


[SIGNATURE PAGES CONTINUE]


 




    	 	22	 



     


    

 


SCHEDULE OF PURCHASERS


 


Alpha Capital Anstalt


Lettstrasse 32


9490 Vaduz, Liechtenstein


Attn: Konrad Ackermann, Director


Fax: 011-423-2323196


 


Brio Capital Master Fund Ltd.


100 Merrick Road, Suite 401W


Rockville Center, NY 11570


Attn: Shaye Hirsch, Director


Tel.: 516-536-0500


 




    	 	A-1	 



     


    

 


EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


Interwest Transfer Company, Inc.


1981 Murray Holladay Road, Suite 100


Salt Lake City, UT 84117


Fax: (801) 277-3147


 


		Re:	WPCS International Incorporated



 


Ladies and Gentlemen:


 


[We are][I am] counsel
to WPCS International Incorporated, a Delaware corporation (the "Company"), and have represented the Company in
connection with that certain Securities Purchase Agreement, dated as of December 21, 2016 (the "Securities Purchase
Agreement"), entered into by and among the Company and the purchasers named therein (collectively, the "Holders")
pursuant to which the Company issued to the Holders shares of the Company's Series H-2 Preferred Convertible Stock, par value $0.0001
per share (the "Series H-2 Preferred Stock"), which are convertible into shares of the Company's common stock,
par value $0.0001 per share (the "Common Stock") (the shares of Common Stock issuable upon conversion of the Series
H-2 Preferred Stock, collectively, the "Common Shares") and warrants exercisable for shares of Common Stock (the
"Warrants"). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights
Agreement with the Holders (the "Registration Rights Agreement") pursuant to which the Company agreed, among other
things, to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), including the Common
Shares issuable pursuant to the Securities Purchase Agreement and the shares of Common Stock issuable upon exercise of the Warrants
under the Securities Act of 1933, as amended (the "1933 Act"). The description of the Registrable Securities are
set forth on Schedule A hereto [Selling Shareholder Table]. In connection with the Company's obligations under the Registration
Rights Agreement, on [DATE], the Company filed a Registration Statement on Form S-3 (File No. 333-_____________) (the "Registration
Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities
which names each of the Holders as a selling shareholder thereunder.


 


In connection with the
foregoing, [we][I] advise you that a member of the SEC's staff has advised [us][me] by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER
DATE OF EFFECTIVENESS]. [We][I] have no knowledge, subsequent to such telephonic conversation with the SEC's staff, that
any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened
by, the SEC. Based on the foregoing, the Registrable Securities set forth on Schedule A hereto are available for resale
under the 1933 Act pursuant to the Registration Statement.


 


This letter, unless
and until subsequently revoked or modified in writing from any member of this firm (which writing may include email correspondence),
shall serve as our standing instruction to you that the Registrable Securities set forth on Schedule A hereto are freely
transferable by the Holders pursuant to the Registration Statement. You need not require further letters from us to effect any
future legend-free issuance or reissuance of Registrable Securities to the Holders as contemplated by the Company's Irrevocable
Transfer Agent Instructions dated [______].


 


	 	Very truly yours,
	 	 
	 	[ISSUER'S COUNSEL]


 


	 	By:	 


 


		CC:	Purchasers



 




    	 	A-2	 



     


    

 


EXHIBIT B


 


SELLING SHAREHOLDERS


 


The shares of common
stock being offered by the selling shareholders are those issued to the selling shareholders pursuant to the Securities Purchase
Agreement and upon exercise of the warrants. For additional information regarding the issuance of that common stock and warrants,
see "Private Placement of Common Stock and Warrants" above. We are registering the shares of common stock in order to
permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common
stock and the warrants issued pursuant to the Securities Purchase Agreement, the selling shareholders have not had any material
relationship with us within the past three years.


 


The table below lists
the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the
selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder,
based on its ownership of the common stock and warrants, as of ________, 2016, assuming exercise of all warrants held by the selling
shareholders on that date, without regard to any limitations on exercise.


 


The third column lists
the shares of common stock being offered by this prospectus by the selling shareholders.


 


In accordance with
the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of at least
the sum of (i) the number of shares of common stock issued pursuant to the Securities Purchase Agreement as of the Trading Day
immediately preceding the date the registration statement is initially filed with the SEC, and (ii) the maximum number of shares
of common stock issued and issuable upon exercise of the related warrants as of the Trading Day immediately preceding the date
the registration statement is initially filed with the SEC. The fourth column assumes the sale of all of the shares offered
by the selling shareholders pursuant to this prospectus.


 


Under the terms of
the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder,
together with its affiliates, to beneficially own a number of shares of common stock which would exceed 9.99% of our then outstanding
shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon
exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation.
The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution."


 




    	 	Annex I-1	 



     


    

 


	Name of Selling Shareholder	 	Number of Shares of

Common Stock

Owned Prior to

Offering	 	Maximum Number

of Shares of

Common Stock to be

Sold Pursuant to this

Prospectus	 	Number of Shares

of Common Stock

Owned After

Offering
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




    	 	Annex I-2	 



     


    

 


PLAN OF DISTRIBUTION


 


We are registering
the shares of common stock issued pursuant to the terms of the securities purchase agreement and upon exercise of the warrants
to permit the resale of these shares of common stock by the holders of such shares and warrants from time to time after the date
of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholders of the shares of common stock.
We will bear all fees and expenses incident to our obligation to register the shares of common stock.


 


The selling shareholders
may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly
or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers,
the selling shareholders will be responsible for underwriting discounts or commissions or agent's commissions. The shares of common
stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying
prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve
crosses or block transactions,


 


		·	on any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale;



 


		·	in the over-the-counter market;



 


		·	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;



 


		·	through the writing of options, whether such options are listed on an options exchange or otherwise;



 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	short sales;



 


		·	sales pursuant to Rule 144;



 


		·	broker-dealers may agree with the selling securityholders to sell a specified number of such shares
at a stipulated price per share;



 


		·	a combination of any such methods of sale; and



 


		·	any other method permitted pursuant to applicable law.



 




    	 	Annex I-3	 



     


    

 


If the selling shareholders
effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders
or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal
(which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those
customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling
shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of
common stock in the course of hedging in positions they assume. The selling shareholders may also sell shares of common stock short
and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection
with such short sales. The selling shareholders may also loan or pledge shares of common stock to broker-dealers that in turn may
sell such shares.


 


The selling shareholders
may pledge or grant a security interest in some or all of the shares of common stock or warrants owned by them and, if they default
in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock
from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act of 1933, as amended, amending, if necessary, the list of selling shareholders to include the pledgee, transferee
or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate
the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest
will be the selling beneficial owners for purposes of this prospectus.


 


The selling shareholders
and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be "underwriters"
within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer
may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares
of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of
shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents,
any discounts, commissions and other terms constituting compensation from the selling shareholders and any discounts, commissions
or concessions allowed or reallowed or paid to broker-dealers.


 


Under the securities
laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers.
In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for
sale in such state or an exemption from registration or qualification is available and is complied with.


 


There can be no assurance
that any selling shareholder will sell any or all of the shares of common stock registered pursuant to the registration statement,
of which this prospectus forms a part.


 


The selling shareholders
and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act,
which may limit the timing of purchases and sales of any of the shares of common stock by the selling shareholders and any other
participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common
stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability
of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the
shares of common stock.


 




    	 	Annex I-4	 



     


    

 


We will pay all expenses
of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[     ]
in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities
or "blue sky" laws; provided, however, that a selling shareholder will pay all underwriting discounts and selling commissions,
if any. We will indemnify the selling shareholders against liabilities, including some liabilities under the Securities Act, in
accordance with the registration rights agreements, or the selling shareholders will be entitled to contribution. We may be indemnified
by the selling shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any
written information furnished to us by the selling shareholder specifically for use in this prospectus, in accordance with the
related registration rights agreement, or we may be entitled to contribution.


 


Once sold under the
registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands
of persons other than our affiliates.


 




    	 	Annex I-5