0000921895-16-005528 Sample Contracts

NOMINATION, STANDSTILL AND VOTING AGREEMENT
Nomination, Standstill and Voting Agreement • August 17th, 2016 • Iroquois Capital Management, LLC • Communications services, nec

This Nomination, Standstill and Voting Agreement (this “Agreement”), dated as of August 15, 2016 (the “Effective Date”), is made by and among the persons and entities listed on Schedule A hereto (collectively, the “Iroquois Group,” and individually a “member” of the Iroquois Group) and WPCS International Incorporated (the “Company”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • August 17th, 2016 • Iroquois Capital Management, LLC • Communications services, nec

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.0001 per share, of WPCS International Incorporated, a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

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