Exhibit 10.01


 


SECURITIES
PURCHASE AGREEMENT


 


by and
among


 


WPCS INTERNATIONAL
INCORPORATED,


 


BTX TRADER
LLC, 


 


DIVYA
THAKUR


 


and


 


ILYA SUBKHANKULOV


 


dated
as of November 26, 2014


 




    	 



    	 



    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I	Purchase and Sale of Common Equity Units; Closing	 
	 	 	 
	Section 1.01.	Purchase and Sale of the Common Equity Units; Payment	1
	 	 	 
	Section 1.02.	Closing Date	1
	 	 	 
	Section 1.03.	Transactions to be Effected at the Closing	2
	 	 	 
	ARTICLE II	Representations and Warranties of Seller	 
	 	 	 
	Section 2.01.	Organization	3
	 	 	 
	Section 2.02.	Capitalization	3
	 	 	 
	Section 2.03.	Authority; Execution and Delivery; Enforceability	3
	 	 	 
	Section 2.04.	Title to Common Equity Units	3
	 	 	 
	Section 2.05.	No Conflicts; Consents	4
	 	 	 
	Section 2.06.	Litigation	4
	 	 	 
	Section 2.07.	Brokers and Finders	4
	 	 	 
	Section 2.08.	BTX Financials	4
	 	 	 
	Section 2.09.	Disclaimer of Other Representations and Warranties	5
	 	 	 
	ARTICLE III	Representations and Warranties of Purchasers	 
	 	 	 
	Section 3.01.	Authority; Execution and Delivery; Enforceability	5
	 	 	 
	Section 3.02.	No Conflicts; Consents	5
	 	 	 
	Section 3.03.	Investment Representation	6
	 	 	 
	Section 3.04.	No Knowledge of Misrepresentation or Omission	6
	 	 	 
	Section 3.05.	Brokers and Finders	6
	 	 	 
	Section 3.06.	Ownership of WPCS Notes	6
	 	 	 
	Section 3.07.	Certain Purchaser Acknowledgments	7
	 	 	 
	ARTICLE IV	Covenants	 
	 	 	 
	Section 4.01.	Access and Investigation	7
	 	 	 
	Section 4.02.	Retention of Books and Records	7
	 	 	 
	Section 4.03.	Expenses; Transfer Taxes	8
	 	 	 
	Section 4.04.	Post-Closing Cooperation	8
	 	 	 
	Section 4.05.	Publicity	8
	 	 	 
	Section 4.06.	Further Assurances	8
	 	 	 
	Section 4.07.	Survival and Right to Indemnification	9


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	ARTICLE V	Conditions to Close	 
	 	 	 
	Section 5.01.	Conditions to Obligations of Purchasers	10
	 	 	 
	Section 5.02.	Conditions to Obligations of Seller	10
	 	 	 
	ARTICLE VI	Releases	 
	 	 	 
	Section 6.01.	Release by Purchasers	11
	 	 	 
	Section 6.02.	Release by Seller	11
	 	 	 
	Section 6.03.	Release by the Company	12
	 	 	 
	ARTICLE VII	Termination	 
	 	 	 
	Section 7.01.	Termination Events	12
	 	 	 
	Section 7.02.	Effect of Termination	13
	 	 	 
	ARTICLE VIII	General Provisions	 
	 	 	 
	Section 8.01.	Statutes	13
	 	 	 
	Section 8.02.	Non-Business Days	13
	 	 	 
	Section 8.03.	Amendments; Waivers	13
	 	 	 
	Section 8.04.	Assignment	13
	 	 	 
	Section 8.05.	No Third-Party Beneficiaries	13
	 	 	 
	Section 8.06.	Notices	14
	 	 	 
	Section 8.07.	Interpretation; Exhibits and Sections; Certain Definitions	14
	 	 	 
	Section 8.08.	Counterparts	19
	 	 	 
	Section 8.09.	Entire Agreement; Survival	19
	 	 	 
	Section 8.10.	Severability	19
	 	 	 
	Section 8.11.	Governing Law	19
	 	 	 
	Section 8.12.	Waiver of Jury Trial	19
	 	 	 
	Section 8.13.	Consent to Jurisdiction	20


 




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SECURITIES
PURCHASE AGREEMENT


 


SECURITIES PURCHASE AGREEMENT
(the “Agreement”), dated as of November 26, 2014, by and among WPCS International Incorporated, a Delaware corporation
(“Seller”), BTX Trader LLC, a Delaware limited liability company (the “Company”), Ilya Subkhankulov
(“Subkhankulov”) and Divya Thakur (“Thakur” and together
with Subkhankulov, the “Purchasers” and individually, a “Purchaser”).
Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 7.07 hereof unless
the context clearly provides otherwise.


 


WHEREAS, Seller owns
all of the issued and outstanding common equity units of the Company, which as of the date hereof consists of 10,000 common equity
units (the “Common Equity Units”);


 


WHEREAS, the Purchasers
own senior secured convertible notes issued by the Seller in the aggregate principal amount of $439,408 (the “WPCS Notes”),
which were issued pursuant to the securities purchase agreement dated December 4, 2012, by and among the Seller and the investors
listed on the schedule of buyers attached thereto, as amended, modified and supplemented from time to time (the “WPCS
Purchase Agreement”); and


 


WHEREAS, subject to the
terms and conditions set forth herein, Purchasers desire to purchase from Seller all of the Common Equity Units and Seller desires
to sell to Purchasers all of the Common Equity Units.


 


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


 


ARTICLE
I



PURCHASE AND SALE OF COMMON EQUITY UNITS; CLOSING


 


Section
1.01.  Purchase and Sale of the Common Equity Units; Payment.


 


(a)          On
the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, transfer and deliver to Purchasers,
and Purchasers shall purchase from Seller, the Common Equity Units, free and clear of all Liens other than Permitted Liens, in
the amounts set forth on Schedule A hereto, in exchange for the cancellation and return to the Seller of the WPCS Notes,
along with all rights owned by the Purchasers under the WPCS Notes and all Transaction Documents (as defined in the WPCS Purchase
Agreement) (collectively, the “Purchase Price”).


 


(b)          The
purchase and sale of the Common Equity Units is referred to in this Agreement as the “Acquisition.”


 


Section
1.02.  Closing Date. The closing of the Acquisition and the other transactions contemplated hereby shall take place
at the offices of Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32nd Floor, New York, New York 10006, at 10:00 a.m.
Eastern Standard Time on November 26, 2014 or at such other time as mutually agreed to in writing by the Seller and the Purchasers
(the “Closing Date” and collectively, the “Closing”). The Closing shall be deemed to be effective
as of 12:01 a.m. on the Closing Date.


 




    	 



    	 



    

 


Section
1.03.  Transactions to be Effected at the Closing. At the Closing:


 


(a)          Seller
shall deliver to Purchasers:


 


(i)          certificates
representing the Common Equity Units, free and clear of all Liens other than Permitted Liens, duly endorsed in blank or accompanied
by stock powers duly endorsed in blank in proper form for transfer with all required stock transfer tax stamps affixed thereto;


 


(ii)         all
other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant
to Section 5.01 of this Agreement; and


 


(iii)        $25,000
by way of wire transfer, or evidence of repayment of the $25,000 intercompany loan from the Company to the Seller.


 


(b)          Purchasers
shall deliver to Seller:


 


(i)          the
WPCS Notes;


 


(ii)         a
letter of resignation of Thakur from the board of directors of the Seller, in the form attached hereto as Exhibit A;


 


(iii)        a
letter of acknowledgement of the Purchasers that all outstanding options granted by the Seller are terminated and forfeited by
the Purchasers, in the form attached hereto as Exhibit B; and


 


(iv)        all
other agreements, documents, instruments or certificates required to be delivered by Purchasers at or prior to the Closing pursuant
to Section 5.02 of this Agreement.


 


ARTICLE
II



Representations and Warranties OF Seller


 


Except as set forth in
the SEC Documents filed during the period beginning on December 17, 2013 and ending on the date of this Agreement, to the extent
reasonably apparent from the disclosure therein, Seller hereby represents and warrants to Purchaser as of the date hereof as follows:


 




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Section
2.01.  Organization.


 


(a)          Except
as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each of the Seller
and the Company (i) has been duly organized and is validly existing in good standing (to the extent such concept is applicable)
under the Laws of its jurisdiction of organization, with all requisite corporate power and authority to own its properties and
conduct its business as currently conducted and (ii) is duly qualified as a foreign corporation for the transaction of business,
and is in good standing (to the extent such concept is applicable) under the Laws of each other jurisdiction in which it owns or
leases properties, or conducts any business so as to require such qualification.


 


(b)          Neither
the Seller nor the Company is in breach or violation of any of its certificate of incorporation, bylaws or other Organizational
Documents, except for any breach or violation that would not, individually or in the aggregate, reasonably be expected to have
a Company Material Adverse Effect. Prior to the Closing Date, Seller will deliver or make available to Purchaser true and complete
copies of the Company’s certificate of incorporation, bylaws or other Organizational Documents, each as amended to date.


 


Section
2.02. Capitalization. The Common Equity Units are all of the issued and outstanding equity interests in the Company.
All of the Common Equity Units have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive
rights, with no personal liability attaching to the ownership thereof, and are owned of record and beneficially by Seller. All
of the Common Equity Units were issued in compliance with applicable Laws. None of the Common Equity Units were issued in violation
of any agreement, arrangement or commitment to which Seller or the Company is a party or is subject to or in violation of any preemptive
or similar rights of any Person. There are no outstanding or authorized options, warrants or other rights of any kind relating
to the sale, issuance or voting of any Common Equity Units or any securities convertible into or evidencing the right to purchase
any Common Equity Units. To Seller’s Knowledge, the Company does not have outstanding or authorized any stock appreciation,
phantom stock, profit participation or similar rights. There are no voting trusts, equityholder agreements, proxies or other agreements
or understandings in effect with respect to the voting or transfer of any of the Common Equity Units. The Company does not own
any shares of capital stock of or equity interests in (including any securities exercisable or exchangeable for or convertible
into capital stock of or other voting or equity interests in) any other Person.


 


Section
2.03.  Authority; Execution and Delivery; Enforceability. Seller has full power and authority to execute this Agreement
and to consummate the Acquisition and the other transactions contemplated hereby. The execution and delivery by Seller of this
Agreement and the consummation by Seller of the Acquisition and the other transactions contemplated hereby have been duly authorized
by all necessary corporate action. Seller has duly executed and delivered this Agreement and, assuming that this Agreement is the
valid and binding agreement of Purchaser, this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws affecting creditors’
rights generally, and to general principles of equity.


 


Section
2.04.  Title to Common Equity Units. Seller has good and valid title to the Common Equity Units, free and clear of
all Liens other than Permitted Liens. Upon Seller’s receipt of the Purchase Price, good and valid title to the Common Equity
Units will pass to the Purchaser, free and clear of all Liens, other than those arising from acts of Purchaser and other than Permitted
Liens.


 




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Section
2.05.  No Conflicts; Consents.


 


(a)          The
execution and delivery by Seller of this Agreement do not, and the performance of this Agreement, including the consummation of
the Acquisition and the other transactions contemplated hereby and compliance by Seller with the terms hereof will not, (1) conflict
with, constitute or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or
give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or
result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company under, any
provision of (i) the certificate of incorporation, bylaws or other Organizational Documents of Seller or the Company, (ii) any
written contract to which the Company is a party or by which any of its properties or assets is bound, which is material to the
business of such Company, or (iii) any Law applicable to the Company or its properties or assets, other than in each case any such
items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse
Effect, or (2) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company.


 


(b)          No
notice to, or Consent of, any Person, or registration, declaration or filing with, any Governmental Entity is required to be obtained
or made by Seller or the Company in connection with Seller’s execution, delivery and performance of this Agreement or Seller’s
consummation of the Acquisition or the other transactions contemplated hereby except for such Consents, registrations, declarations
or filings which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material
Adverse Effect.


 


Section
2.06.  Litigation. There is no pending, or to Seller’s Knowledge, threatened in writing action, claim, suit,
proceeding or investigation against the Company, or to which any property, assets or rights of the Company is subject, nor is the
Company subject to any Order that remains outstanding or unsatisfied, in each case, except as would not, individually or in the
aggregate, reasonably be expected to have a Company Material Adverse Effect.


 


Section
2.07.  Brokers and Finders. Neither the Company nor its Affiliates have retained any agent, broker, investment banker,
financial advisor or other firm or Person that is or will be entitled to any brokers’ or finder’s fee or any other
commission or similar fee in connection with any of the transactions contemplated by this Agreement.


 


Section
2.08.  BTX Financials. Seller has delivered to Purchasers unaudited, estimated consolidated balance sheet of the Company
as of October 31, 2014 and the unaudited, estimated related income statement for the quarter ended October 31, 2014 (the “Financial
Statements”). To the Seller’s Knowledge, the Financial Statements fairly present the financial condition and the
results of operations of the Company as of their respective dates and for the periods then ended in accordance with GAAP consistently
applied. To the Seller’s Knowledge, there are, and as of the Closing Date there will be, no liabilities or obligations of
any nature, whether absolute, accrued, contingent, known, matured, unmatured or otherwise, and whether or not required to be disclosed
or provided for in financial statements in accordance with GAAP, including without limitation, material unreserved negative contractual
obligations, litigation or contingent liabilities other than customary service and product warranty obligations, which are not
material in nature, of the Company except (i) liabilities and obligations reflected in the Financial Statements and (ii) liabilities
and obligations incurred between the date of the Interim Financial Statements and the Closing Date in the ordinary course of the
business of the Company.


 




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Section
2.09.  Disclaimer of Other Representations and Warranties. Except as otherwise expressly set forth in this Article II,
Seller makes no other representations or warranties and expressly disclaims any other representations or warranties of any kind
or nature, express or implied, as to the condition, value or quality of the business of the Company or the assets of the Company,
and Seller specifically disclaims any implied representation or warranty of merchantability, usage, suitability or fitness for
any particular purpose with respect to the assets of the Company, or any part thereof.


 


ARTICLE
III



Representations and Warranties of Purchaser


 


Each Purchaser hereby
severally, but not jointly, represents and warrants to Seller as follows as of the date hereof:


 


Section
3.01.  Authority; Execution and Delivery; Enforceability. Purchaser has full power and authority to execute this Agreement
and to consummate the Acquisition and the other transactions contemplated hereby. The execution and delivery by Purchaser of this
Agreement and the consummation by Purchaser of the Acquisition and the other transactions contemplated hereby have been duly authorized
by all necessary action. Purchaser has duly executed and delivered this Agreement and, assuming that this Agreement is the valid
and binding agreement of Seller, this Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against
Purchaser in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws affecting creditors’
rights generally, and to general principles of equity.


 


Section
3.02.  No Conflicts; Consents.


 


(a)          The
execution and delivery by Purchaser of this Agreement do not, and the consummation of the Acquisition and the other transactions
contemplated hereby and compliance by Purchaser with the terms hereof will not, (i) have a Purchaser Material Adverse Effect or
(ii) conflict with, constitute or result in any violation or breach of or default (with or without notice or lapse of time, or
both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit
under, or result in the creation of any Lien upon any of the properties or assets of Purchaser under, any provision of (A) any
contract to which Purchaser is a party or by which any of its properties or assets is bound, (B) any Law applicable to Purchaser
or its properties or assets, other than, in the case of clauses (A) and (B) above, any such items that, individually or in the
aggregate, have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect.


 




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(b)          No
Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by Purchaser
in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition or the other
transactions contemplated hereby.


 


Section
3.03.  Investment Representation. Purchaser acknowledges that Seller has made (or caused to be made) available to
Purchaser and its representatives the opportunity to ask questions of the officers and management of the Company as well as access
to the documents, information and records of the Company, and Purchaser confirms that it has made an independent investigation,
analysis and evaluation of the Company and its assets, liabilities, business and financial condition. Purchaser has such knowledge
and experience in financial and business matters that it is capable of evaluating the Company and the merits and risks of an investment
in the Common Equity Units. Purchaser is acquiring the Common Equity Units for its own account and for investment and not with
a view toward or for sale in connection with any distribution (as such term in used in Section 2(a)(11) of the Securities
Act) thereof in violation of the Securities Act. Purchaser is an “accredited investor” (as such term is defined in
Rule 501 of Regulation D promulgated under the Securities Act) and understands that the Common Equity Units have not
been registered under the Securities Act or registered or qualified under any applicable state securities laws. Purchaser understands
and agrees that the Common Equity Units may not be sold, transferred, offered for sale or otherwise disposed of without registration
under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act, and without
compliance with state, local and foreign securities laws, in each case, to the extent applicable.


 


Section
3.04.  No Knowledge of Misrepresentation or Omission. To the Knowledge of the Purchaser, the representations and warranties
of Seller made in this Agreement are true and correct.


 


Section
3.05.  Brokers and Finders. Neither Purchaser nor its Affiliates has retained any agent, broker, investment banker,
financial advisor or other firm or Person that is or will be entitled to any brokers’ or finder’s fee or any other
commission or similar fee in connection with any of the transactions contemplated by this Agreement.


 


Section
3.06.  Ownership of WPCS Notes. Each Purchaser owns and holds, beneficially and of record, the entire right, title,
and interest in and to the WPCS Notes (including, without limitation, accrued and unpaid interest thereon), free and clear of all
rights and Encumbrances (as defined below).  Purchaser has full power and authority to transfer and dispose of the WPCS Notes
(including, without limitation, accrued and unpaid interest thereon), free and clear of any right or Encumbrance other than restrictions
under the Securities Act and applicable state securities laws.  Other than the transactions contemplated by this Agreement,
there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any of the WPCS Notes. “Encumbrances”
shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent
or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected
or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement)
to grant or submit to any of the foregoing in the future.


 




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Section
3.07. Certain Purchaser Acknowledgments.


 


(a)          Purchaser
acknowledges that neither Seller nor the Company, nor any other Person acting on behalf of Seller or the Company or any of their
Affiliates has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding
Seller or the Company or their respective businesses or assets, except as expressly set forth in Article II. Purchaser
further agrees that neither Seller nor any other Person shall have or be subject to any liability to Purchaser or any other Person
resulting from the distribution to Purchaser, or Purchaser’s use of, any such information and any information, document or
material made available to Purchaser or Purchaser’s representatives in certain “data rooms,” management presentations
or any other form in expectation of the transactions contemplated by this Agreement.


 


(b)          In
connection with Purchaser’s investigation of the Company, Purchaser or Purchaser’s representatives have received from
or on behalf of Seller and the Company certain projections, including projected statements of operating revenues and income from
operations of the Company and certain business plan information. Purchaser acknowledges that there are uncertainties inherent in
attempting to make such estimates, projections and other forecasts and plans, that Purchaser is familiar with such uncertainties,
that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections
and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections
and forecasts), and that Purchaser shall have no claim against Seller or any other Person with respect thereto. Accordingly, neither
Seller nor any other Person makes any representations or warranties whatsoever with respect to such estimates, projections and
other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts).


 


ARTICLE
IV



Covenants


 


Section
4.01.  Access and Investigation. Between the date of this Agreement and the Closing Date and upon reasonable advance
notice from a Purchaser, Seller will, and will cause the Company and its representatives to, (a) afford the Purchasers and their
representatives and prospective lenders and their representatives full and free access to the Company’s personnel, properties
(including subsurface testing), Contracts, books and records, and other documents and data, (b) furnish such Persons with copies
of all such Contracts, books and records, and other documents and data as the Purchasers may reasonably request, and (c) furnish
such Persons with such additional financial, operating and other data and information as the Purchasers may reasonably request.


 


Section
4.02.  Retention of Books and Records. In order to facilitate the resolution of any claims made against or incurred
by Seller prior to the Closing, for a period of seven (7) years following the Closing, the Purchasers shall retain the books and
records of the Company relating to the business of the Company for periods prior to the Closing, and upon reasonable notice, afford
the officers, employees, agents and representatives of Seller reasonable access (including the right to make photocopies, at the
expense of Seller), during normal business hours, to such books and records.


 




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Section
4.03.  Expenses; Transfer Taxes.


 


(a)          Except
as otherwise set forth in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the Party incurring such expense, including all costs and expenses incurred pursuant to this
Section 4.03.


 


(b)          Notwithstanding
anything to the contrary contained herein, Purchaser shall pay the amount of any documentary, sales, use, real property transfer,
real property gains, registration, value-added, transfer, stamp, recording and other similar Taxes, fees, and costs together with
any interest thereon, penalties, fines, costs, fees, additions to tax or additional amounts with respect thereto incurred in connection
with this Agreement and the transactions contemplated hereby. Each Party shall use commercially reasonable efforts to avail itself
of any available exemptions from any Taxes, and to cooperate with the other Parties in providing any information and documentation
that may be necessary to obtain such exemptions.


 


Section
4.04.  Post-Closing Cooperation. Seller and the Purchasers shall cooperate with each other, and shall cause their
Affiliates and their officers, employees, agents, auditors and representatives to cooperate with each other, for a reasonable period
after the Closing to ensure the orderly transition of the Company from Seller to the Purchasers and to minimize any disruption
to the Company and the other respective businesses of Seller and the Purchasers that may result from the transactions contemplated
by this Agreement. After the Closing, upon reasonable written notice, Seller and the Purchasers shall furnish or cause to be furnished
to each other and their Affiliates and their respective employees, counsel, auditors and representatives access, during normal
business hours, to such information and assistance relating to the Company (to the extent within the control of such Party) as
is reasonably necessary for financial reporting and accounting matters.


 


Section
4.05.  Publicity. No public release or announcement concerning the Acquisition and the other transactions contemplated
by this Agreement shall be issued by any Party following the Closing Date without the prior consent of the other Parties (which
consent shall not be unreasonably withheld), except as such release or announcement may be required by Law or the rules or regulations
of any securities exchange, in which case the Party required to make the release or announcement shall allow the other Party reasonable
time to comment on such release or announcement in advance of such issuance.


 


Section
4.06.  Further Assurances. From time to time, as and when requested by any Party, each Party shall execute and deliver,
or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further
or other actions, as such other Party may reasonably deem necessary or desirable to complete the Acquisition and to consummate
the transactions contemplated by this Agreement.


 




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Section
4.07.  Survival and Right to Indemnification.


 


(a)          All
of Purchasers’ and Seller’s representations, warranties, covenants, and/or obligations in this Agreement, and any other
certificate or document delivered pursuant to this Agreement will survive the Closing and the consummation of the transactions
contemplated herein for a one year period from the Closing.


 


(b)          The
Seller covenants and agrees to indemnify, defend, protect and hold harmless the Purchasers, and their agents, representatives and
affiliates (collectively, together with Purchasers, the “Purchaser Indemnified Parties”) at all times from and
after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands,
assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees
and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Purchaser
Indemnified Party (collectively, “Purchaser Losses”), incurred by any Purchaser Indemnified Party as a result
of or arising from (i) any breach of the representations and warranties of the Seller set forth herein or in certificates
delivered in connection herewith, or (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement
of the Seller to indemnify the Purchaser as set forth in this Agreement) on the part of the Seller under this Agreement, provided,
however, that in no event shall Seller’s liability for Purchaser Losses exceed an aggregate amount of One Hundred
Thousand Dollars ($100,000).


 


(c)          The
Purchasers covenant and agree to indemnify, defend, protect and hold harmless the Seller, and its officers, directors, employees,
stockholders, agents, representatives and affiliates (collectively, together with Seller, the “Seller Indemnified Parties”)
at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits,
proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable
attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence
of any Seller Indemnified Party (collectively, “Seller Losses”), incurred by any Seller Indemnified Party as
a result of or arising from (i) any breach of the representations and warranties of the Purchaser set forth herein or in certificates
delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement
of the Purchaser to indemnify Seller as set forth in this Agreement) on the part of the Purchaser under this Agreement, (iii) any
debt, liability or obligation of the Company, (iv) the conduct and operations of the business of the Company whether before
or after Closing, (v) claims asserted against the Company whether before or after Closing, or (vi) any federal or state
income tax payable by Seller and attributable to the transaction contemplated by this Agreement provided, however,
that in no event shall Purchasers’ liability for Seller Losses exceed an aggregate amount of One Hundred Thousand Dollars
($100,000).


 




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ARTICLE
V


 


CONDITIONS TO CLOSE 


 


Section
5.01.  Conditions to Obligations of the Purchasers. The obligations of the Purchasers to consummate the transactions
contemplated by this Agreement shall be subject to the fulfillment or the Purchasers’ waiver, at or prior to the Closing,
of each of the following conditions:


 


(a)          All
of Seller’s and Company’s representations and warranties in this Agreement (considered both collectively and individually)
must have been accurate in all material respects as of the date of this Agreement, and must be accurate in all material respects
as of the Closing Date as if then made;


 


(b)          All
of the covenants and obligations that the Seller is required to perform or to comply with under this Agreement on or before the
Closing Date (considered both collectively and individually) must have been duly performed and complied with in all material respects
at the Purchasers’ reasonable satisfaction;


 


(c)          Since
the date of this Agreement, no event or circumstance shall have occurred that, individually, or in the aggregate, has had or would
reasonably be expected to have a Company Material Adverse Effect;


 


(d)          There
must not have been made or threatened by any Person who is not a party to this Agreement any claim asserting that such Person (a)
is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of or any
other voting, equity or ownership interest in the Company, or (b) is entitled to all or any portion of the Purchase Price; and


 


(e)          There
must not be in effect any Law or Order that (a) prohibits the Acquisition or consummation of the transactions contemplated under
this Agreement and (b) has been adopted or issued, or has otherwise become effective, since the date of this Agreement.


 


Section
5.02.  Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated
by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following
conditions:


 


(a)          All
of the Purchasers’ representations and warranties in this Agreement (considered both collectively and individually) must
have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of
the Closing Date as if then made;


 


(b)          
All of the covenants and obligations that the Purchasers’ are required to perform or to comply with under this Agreement
on or before the Closing Date (considered both collectively and individually) must have been duly performed and complied with in
all material respects at Seller’s reasonable satisfaction; and


 




    	- 10 -



    	 



    

  


(c)          There
must not be in effect any Law or Order that (a) prohibits the Acquisition or consummation of the transactions contemplated under
this Agreement and (b) has been adopted or issued, or has otherwise become effective, since the date of this Agreement.


 


ARTICLE
VI


 


RELEASES


 


Section
6.01.  Release by the Purchasers. Each Purchaser, on behalf of himself, his heirs, executors, representatives, agents,
insurers, administrators, successors, assigns, and successors in interest, and all persons acting by, through, under, or in
concert with him, and each of them, hereby release and discharge the Seller, together with the Seller’s predecessors, successors,
direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the
foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders,
members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons
acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances,
liabilities, obligations, judgments, promises, agreements, controversies, damages, actions, causes of action, suits, rights,
demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses
(including attorneys' fees and costs actually incurred), and punitive damages, of any nature whatsoever, whether known or unknown,
from the beginning of time to the date of this Agreement, which such Purchaser has, or may have had, against the Seller, whether
or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from any
agreement or other matter between the Purchaser and the Seller.


 


Section
6.02.  Release by Seller. The Seller, on behalf of itself, its predecessors, successors, direct and indirect parent
companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns,
and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys,
agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or
in concert with them, and each of them, hereby release and discharge each Purchaser, together with the Purchaser’s heirs,
executors, representatives, agents, insurers, administrators, successors, assigns, and successors in interest, and all persons
acting by, through, under, or in concert with him, and each of them, from all known and unknown charges, complaints, claims, grievances,
liabilities, obligations, judgments, promises, agreements, controversies, damages, actions, causes of action, suits, rights,
demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses
(including attorneys' fees and costs actually incurred), and punitive damages, of any nature whatsoever, whether known or unknown,
from the beginning of time to the date of this Agreement, which Seller has, or may have had, against either Purchaser, whether
or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from any
agreement or other matter between the Seller and such Purchaser.


 




    	- 11 -



    	 



    

  


Section
6.03.  Release by the Company. The Company, on behalf of itself, its predecessors, successors, direct and indirect
parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates
and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners,
attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through,
under, or in concert with them, and each of them, hereby release and discharge the Seller, together with the Seller’s predecessors,
successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with
any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest
holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all
persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims,
grievances, liabilities, obligations, judgments, promises, agreements, controversies, damages, actions, causes of action,
suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional
distress, expenses (including attorneys' fees and costs actually incurred), and punitive damages, of any nature whatsoever, whether
known or unknown, from the beginning of time to the date of this Agreement, which the Company has, or may have had, against
the Seller, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related
to or arising from any agreement or other matter between the Company and the Seller.


 


ARTICLE
VII 


 


TERMINATION


 


Section
7.01.  Termination Events. Subject to Section 7.02, this Agreement may, by notice given before or at the Closing,
be terminated:


 


(a)          by
mutual consent of the Purchasers and Seller;


 


(b)          by
the Purchasers if Seller has committed a material breach of any provision of this Agreement, the Purchasers have not waived such
material breach and Seller has not cure such material breach within 30 days of receipt of written notice (with specificity) of
such;


 


(c)          by
Seller if the Purchasers have committed a material breach of any provision of this Agreement, Seller has not waived such material
breach and the Purchasers have not cure such material breach within 30 days of receipt of written notice (with specificity) of
such;


 


(d)          by
the Purchasers if the satisfaction of any condition in Section 5.01 is or becomes impossible (other than through the failure
of the Purchasers to comply with its obligations under this Agreement) and the Purchasers have not waived such condition; or


 


(e)          by
Seller if the satisfaction of any condition in Section 5.02 is or becomes impossible (other than through the failure of
Seller to comply with its obligations under this Agreement) and Seller has not waived such condition.


 




    	- 12 -



    	 



    

  


Section
7.02.  Effect of Termination. Each Party’s right of termination under Section 7.01 is in addition to any other
rights it may have under this Agreement or otherwise, and the exercise of such right of termination will not be an election of
remedies. If this Agreement is terminated pursuant to Section 7.01, all obligations of the Parties under this Agreement will terminate,
except that the obligations in Sections 8.09, 8.10, 8.11, 8.12, and 8.13 will survive; provided, however, that if this Agreement
is terminated by a Party because of the breach of the Agreement by another Party or because one or more of the conditions to the
terminating Party’s obligations under this Agreement is not satisfied as a result of any other Party’s failure to comply
with its obligations under this Agreement, the terminating Party’s right to pursue all legal remedies, including the right
to an immediate refund of any amounts paid to the other Party under this Agreement, will survive such termination unimpaired.


 


ARTICLE
VIII



General Provisions


 


Section
8.01.  Statutes. Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers
to such statute and all rules and regulations made under it, as it or they may have been amended or re-enacted.


 


Section
8.02.  Non-Business Days. Whenever payments are to be made or an action is to be taken on a day which is not a Business
Day, such payment shall be made or such action shall be taken on or not later than the next succeeding Business Day.


 


Section
8.03.  Amendments; Waivers. This Agreement may only be amended, supplemented or otherwise modified by written agreement
signed by Seller and Purchaser. By an instrument in writing, Purchaser or Seller may waive compliance by the other with any term
or provision of this Agreement that such other Party was or is obligated to comply with or perform. No waiver by a party of any
default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to
any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights
arising by virtue of any prior or subsequent occurrence. No failure or delay by a party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.


 


Section
8.04.  Assignment. This Agreement and the rights and obligations under this Agreement shall not be assignable or transferable
by any Party (including by operation of law in connection with a merger or consolidation of such Party) without the prior written
consent of the other Party, such consent not to be unreasonably withheld. Any attempted assignment in violation of this Section
8.04 shall be void.


 


Section
8.05.  No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective
successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or
entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


 




    	- 13 -



    	 



    

  


Section
8.06.  Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall
be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when
received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (c) on the date sent by facsimile
(with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent
after normal business hours of the recipient, or (d) on the third (3rd) Business Day after the date mailed, by certified or registered
mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses
(or at such other address for a party as shall be specified in a notice given in accordance with this Section 8.06):


 


 


	If to Purchaser, to:	 	
        Messrs. Ilya Subkhankulov
        and Divya Thakur

        c/o BTX Trader, LLC

        79 Madison Ave, 3rd Floor

        New York, NY 10016

         

	with a copy (which will not constitute notice) to:	 	
        Farrell Fritz, P.C.

        1320 RXR Plaza

        Uniondale, New York 11556-1320

        Facsimile: (516) 336-2216

        Attention: Alon Y. Kapen, Esq.

         

	If to Seller, to:	 	
        WPCS International Incorporated

        521 Railroad Avenue

        Suisun City, California 94585

        Facsimile: (707) 421-1359

        Attention: Chief Executive Officer

         

	with a copy (which will not constitute notice) to:	 	Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Facsimile: (212) 930-9725

Attention:  Harvey Kesner


 


or to such other Persons, addresses or
facsimile numbers as may be designated in writing by the Person entitled to receive such communication as provided above.


 


Section
8.07.  Interpretation; Exhibits and Sections; Certain Definitions.


 


(a)          The
table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall
not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section
or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated. Whenever the words
“include,” “includes” or “including” are used in this Agreement, they shall be deemed to be
followed by the words “without limitation.” A reference in this Agreement to $ or dollars is to U.S. dollars. The words
“hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to “this Agreement”
shall include all Exhibits hereto.


 




    	- 14 -



    	 



    

  


(b)          The
parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent
or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.


 


(c)          For
all purposes of this Agreement:


 


“Affiliate” means,
with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control
with, such Person. For the purposes of this definition, “control” (including, the terms “controlling,”
“controlled by” and “under common control with”), as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the
ownership of voting securities, by Contract or otherwise.


 


“Business
Day” means any day, other than Saturday, Sunday or any day on which banking institutions located in New
York City are authorized or required by Law or other governmental action to close.


 


“Company Material
Adverse Effect” means any event, change, development, effect or occurrence (an “Effect”) that, individually
or together with any other Effect, is materially adverse to the business, assets, liabilities, results of operations or condition
(financial or otherwise) of the Company, taken as a whole; provided, however, that in determining whether a Company Material Adverse
Effect has occurred, there shall be excluded any Effect to the extent resulting from the following: (a) any Effect affecting the
businesses or industries in which the Company operates (including general pricing changes), (b) any change in general economic
or business conditions, including changes in the financial, securities or credit markets (including changes in interest rates and
currency rates), or changes in such conditions in any area in which the Company operates, (c) any change in global or national
political conditions, (d) the negotiation, execution, announcement, pendency or performance of this Agreement and the transactions
contemplated by this Agreement, (e) any failure, in and of itself, of the Company to meet any estimates, expectations, forecasts
or projections, including revenues, earnings or other measures of financial performance, for any period; provided, however, that
the facts and circumstances underlying any such failure may, except as may be provided in subsections (a), (b), (c), (d), (f),
(g), (h), (i) or (j) of this definition, be considered in determining whether a Company Material Adverse Effect has occurred, (f)
any change in GAAP or other accounting standards or any change in any Laws or interpretations thereof, in each case, after the
date of this Agreement, (g) any act of God or any change that is the result of any outbreak or escalation of acts of war, material
armed hostilities or other material international or national calamity, acts of terrorism or natural disasters, (h) any loss of
or adverse change in the business relationship between the Company, on the one hand, and Purchaser or any of its Affiliates, on
the other hand, (i) any fees, expenses or change of control payments incurred in connection with this Agreement and the transactions
contemplated by this Agreement or (j) any action expressly required or permitted by this Agreement, including actions required
to be taken by this Agreement upon the specific request of Purchaser, or the failure to take any actions due to the restrictions
set forth in this Agreement; except, with respect to clauses (a), (b), (c), (f) or (g), so long as such changes do not have a disproportionate
adverse impact on the Company, taken as a whole, relative to other businesses of similar size operating in the same industry in
which the Company operates.


 




    	- 15 -



    	 



    

 


“Consent”
means any consent, approval, authorization, permit, clearances, exemption and notice.


 


“Contracts” means
any contracts, agreements, licenses, notes, bonds, mortgages, deeds, undertakings, indentures, leases or other binding instruments
or binding commitments, whether written or oral.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“GAAP”
means generally accepted accounting principles in the United States in effect from time to time.


 


“Governmental
Entity” means any international, national, federal, state, provincial or local governmental, regulatory or administrative
authority, agency, commission, court, tribunal, arbitral body, self-regulated entity or similar body, whether domestic or foreign.


 


“Laws” means
any domestic or foreign laws, common law, statutes, ordinances, rules, regulations, codes, Orders or legally enforceable requirements
enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Entity.


 


“Liens” means,
with respect to any property or asset, all pledges, liens, mortgages, charges, encumbrances, hypothecations, options, rights of
first refusal, rights of first offer and security interests of any kind or nature whatsoever.


 


“Order” means
order, writ, assessment, decision, injunction, decree, ruling or judgment of a Governmental Entity.


 


“Organizational
Documents” means the articles of incorporation, certificate of incorporation, charter, bylaws, articles of formation,
certificate of formation, regulations, operating agreement, certificate of limited partnership, partnership agreement, and all
other similar documents, instruments or certificates executed, adopted, or filed in connection with the creation, formation, or
organization of a Person, including any amendments thereto.


 


“Party”
means any of the Purchasers, Seller or the Company, and “Parties” means both of them collectively.


 


“Permitted
Liens” means (a) statutory Liens for current Taxes or other governmental charges or assessments not yet
due and payable or the amount or validity of which is being contested in good faith (provided appropriate reserves required pursuant
to GAAP have been made in respect thereof), (b) mechanics’, carriers’, workers’, repairers’ and similar
statutory Liens arising or incurred in the ordinary course of business for amounts which are not delinquent or which are being
contested by appropriate proceedings (provided appropriate reserves required pursuant to GAAP have been made in respect thereof),
(c) zoning, entitlement, building and other land use regulations imposed by Governmental Entities having jurisdiction over such
Person’s owned or leased real property, which are not violated by the current use and operation of such real property, (d)
covenants, conditions, restrictions, easements and other similar non-monetary matters of record affecting title to such Person’s
owned or leased real property, which do not materially impair the occupancy or use of such real property for the purposes for which
it is currently used in connection with such Person’s businesses, (e) any right of way or easement related to public roads
and highways, and (f) Liens arising under workers’ compensation, unemployment insurance, social security, retirement and
similar legislation.


 




    	- 16 -



    	 



    

  


“Person” means
any individual, corporation, limited or general partnership, limited liability company, limited liability partnership, trust, association,
joint venture, Governmental Entity and other entity and group (which term will include a “group” as such term is defined
in Section 13(d)(3) of the Exchange Act).


 


“Purchaser
Material Adverse Effect” means a material adverse effect on the ability of Purchaser to perform its obligations under
this Agreement or on the ability of Purchaser to consummate the Acquisition and the other transactions contemplated hereby.


 


“Purchaser’s
Knowledge” or “Knowledge of the Purchaser” means the actual knowledge of the Purchaser.


 


“SEC” means
the Securities and Exchange Commission.


 


“SEC
Documents” means all forms, statements, reports and documents, together with any required amendments
thereto, that the Seller was required to file or furnish with the SEC pursuant to the Securities Act and the Exchange Act.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Seller’s
Knowledge” or “Knowledge of the Seller” means the actual knowledge of any of the executive officers
or the directors of Seller.


 


“Taxes”
means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise,
registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise,
severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs,
duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties
with respect thereto and any interest in respect of such additions or penalties.


 




    	- 17 -



    	 



    

 


(d)          Index
of Defined Terms.





 


	Defined Term	 	Section	 	Page	 
	 	 	 	 	 	 	 
	Agreement	 	Preamble	 	 	1	 
	 	 	 	 	 	 	 
	Acquisition	 	1.01(b)	 	 	1	 
	 	 	 	 	 	 	 
	Common Equity Units	 	Preamble	 	 	1	 
	 	 	 	 	 	 	 
	Closing	 	1.02	 	 	2	 
	 	 	 	 	 	 	 
	Closing Date	 	1.02	 	 	2	 
	 	 	 	 	 	 	 
	Company	 	Preamble	 	 	1	 
	 	 	 	 	 	 	 
	Effect	 	Definition of “Company Material Adverse Effect”	 	 	15	 
	 	 	 	 	 	 	 
	Encumbrances	 	3.06	 	 	6	 
	 	 	 	 	 	 	 
	Financial Statements	 	2.08	 	 	4	 
	 	 	 	 	 	 	 
	Purchase Price	 	1.01(a)	 	 	1	 
	 	 	 	 	 	 	 
	Purchaser	 	Preamble	 	 	1	 
	 	 	 	 	 	 	 
	Purchaser Indemnified Parties	 	4.07(b)	 	 	9	 
	 	 	 	 	 	 	 
	Purchaser Losses	 	4.07(b)	 	 	9	 
	 	 	 	 	 	 	 
	Purchasers	 	Preamble	 	 	1	 
	 	 	 	 	 	 	 
	Seller	 	Preamble	 	 	1	 
	 	 	 	 	 	 	 
	Seller Indemnified Parties	 	4.07(c)	 	 	9	 
	 	 	 	 	 	 	 
	Seller Losses	 	4.07(c)	 	 	9	 
	 	 	 	 	 	 	 
	Subkhankulov	 	Preamble	 	 	1	 
	 	 	 	 	 	 	 
	Thakur	 	Preamble	 	 	1	 
	 	 	 	 	 	 	 
	WPCS Notes	 	Preamble	 	 	1	 
	 	 	 	 	 	 	 
	WPCS Purchase Agreement	 	Preamble	 	 	1	 



 




    	- 18 -



    	 



    

 


Section
8.08.  Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered
one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties
and delivered to the other Parties. In the event that any signature is delivered by facsimile transmission or by an e-mail which
contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature
page were an original thereof.


 


Section
8.09.  Entire Agreement; Survival. This Agreement (including the Exhibits to this Agreement) constitutes the entire
agreement among the Parties with respect to the subject matter of this Agreement and supersede all other prior agreements and understandings,
both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.


 


Section
8.10.  Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction,
such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or
render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision
is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the greatest extent possible.


 


Section
8.11.  Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the
State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or
any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of New York.


 


Section
8.12.  Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT
IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT
OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY,
AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 8.12.


 




    	- 19 -



    	 



    

 


Section
8.13.  Consent to Jurisdiction. Each Party hereby irrevocably and unconditionally submits, for itself and its property,
to the exclusive jurisdiction of the United States District Court for the Southern District of New York, or, if (and only if) such
court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in New York, and any appellate
court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in
connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating
thereto, and each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding
except in the United States District Court for the Southern District of New York, or, if (and only if) such court lacks subject
matter jurisdiction, the Federal court of the United States of America sitting in New York, and any appellate court from any thereof,
(b) agrees that any claim in respect of any such action or proceeding may be heard and determined in the United States District
Court for the Southern District of New York, or, if (and only if) such court lacks subject matter jurisdiction, the Federal court
of the United States of America sitting in New York, and any appellate court from any thereof, (c) waives, to the fullest extent
it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action
or proceeding in the United States District Court for the Southern District of New York, or, if (and only if) such court lacks
subject matter jurisdiction, the Federal court of the United States of America sitting in New York, and any appellate court from
any thereof and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in the United States District Court for the Southern District of New York, or, if (and only if) such
court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in New York, and any appellate
court from any thereof. Each Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party to this Agreement irrevocably
consents to service of process in the manner provided for notices in Section 8.06. Nothing in this Agreement will affect
the right of any party to this Agreement to serve process in any other manner permitted by Law.


 


[signature page follows]


 




    	- 20 -



    	 



    

 


IN WITNESS WHEREOF, Seller
and Purchaser have duly executed this Agreement as of the date first written above.


 


	 	WPCS INTERNATIONAL INCORPORATED
	 	 
	 	By:	/s/ SEBASTIAN GIORDANO
	 	 	Name: Sebastian Giordano
	 	 	Title: Chief Executive Officer
	 	 
	 	BTX TRADER LLC
	 	 
	 	By:	/s/ ILYA SUBKHANKULOV
	 	 	Name: Ilya Subkhankulov
	 	 	Title: Chief Operating Officer
	 	 
	 	DIVYA THAKUR
	 	 
	 	/s/ DIVYA THAKUR
	 	 
	 	ILYA SUBKHANKULOV
	 	 
	 	/s/ ILYA SUBKHANKULOV


 


Signature Page to Securities Purchase Agreement


 




    	 



    	 



    

 


SCHEDULE A


 


	Purchaser	 	Number of Common Equity Units Acquiring	 
	 	 	 	 
	Divya Thakur	 	 	6,000	 
	Ilya Subkhankulov	 	 	4,000	 
	Total:	 	 	10,000	 



 




    	 



    	 



    

 


EXHIBIT A


 


November 26, 2014


 


To the Board of Directors


of WPCS International Incorporated:


 


Ladies and Gentlemen:


 


I hereby resign as a director of WPCS International
Incorporated, a Delaware corporation (the “Company”), effective immediately.


 


Further, I hereby confirm that there are
no any outstanding remuneration, fees or any monies of any nature owed to me by the Company, I have no claim against the Company
in respect of any outstanding remuneration, fees or monies owed of any nature.


 


	 	 	 
	 	Divya Thakur	 


 




    	 



    	 



    

  


EXHIBIT B


 


November 26, 2014


 


WPCS International Incorporated


521 Railroad Avenue


Suisun City, California 94585






Re:        Termination of Stock Option Agreement


 


Ladies and Gentlemen:


 


This letter shall serve as a mutual agreement
to terminate the employee nonstatutory stock option agreement, dated as of April 24, 2014, between Divya Thakur (the “Holder”)
and WPCS International Incorporated (“WPCS”) (the “Agreement”). Effective immediately, the Agreement shall
be deemed terminated and the Holder hereby confirms that any options granted by WPCS shall be deemed null and void and forfeited
by the Holder.


 


	 	 	 
	 	Divya Thakur


 


Accepted to and agreed this


26th day of November, 2014:


 


WPCS INTERNATIONAL INCORPORATED


 


	 	 
	By:  Sebastian Giordano	 
	Title:  Chief Executive Officer	 


 




    	 



    	 



    

 


November 26, 2014


 


WPCS International Incorporated


521 Railroad Avenue


Suisun City, California 94585






Re:          Termination of Stock Option Agreement


 


Ladies and Gentlemen:


 


This letter shall serve as a mutual agreement
to terminate the employee nonstatutory stock option agreement, dated as of April 24, 2014, between Ilya Subkhankulov
(the “Holder”) and WPCS International Incorporated (“WPCS”) (the “Agreement”). Effective immediately,
the Agreement shall be deemed terminated and the Holder hereby confirms that any options granted by WPCS shall be deemed null and
void and forfeited by the Holder.


 


	 	 	 
	 	Ilya Subkhankulov


 


	Accepted to and agreed this
	26th day of November, 2014:
	 
	WPCS INTERNATIONAL INCORPORATED
	 
	 	 
	By:  Sebastian Giordano	 
	Title:  Chief Executive Officer