WPCS INTERNATIONAL INCORPORATED (NASDAQ:WPCS) Files An 8-K Entry into a Material Definitive Agreement

WPCS INTERNATIONAL INCORPORATED (NASDAQ:WPCS) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive Agreement.

On March 25, 2017, the Board approved a form of indemnification
agreement (the Indemnification Agreement), to be entered into,
from to time, between the Company and its current and prospective
officers and directors (each an Indemnitee). The Indemnification
Agreement clarifies and supplements the indemnification rights of
the Indemnitees that are currently provided, inter alia, by
Delaware law and under the Companys Amended and Restated Bylaws
(the Bylaws).

Under the terms of the Indemnification Agreement, subject to
certain exceptions specified therein, the Company will indemnify
an Indemnitee to the fullest extent permitted by Delaware law in
the event the Indemnitee becomes subject to or a participant in
certain claims or proceedings as a result of the Indemnitees
service to the Company as an officer or director. The Company
will also, subject to certain exceptions and repayment
conditions, advance to the Indemnitee specified indemnifiable
expenses incurred in connection with certain claims or
proceedings. The Indemnification Agreement also provides
procedures that will apply in the event that an Indemnitee
intends to make a request for indemnification or advancement of
expenses.

The foregoing description of the Indemnification Agreement is not
complete and is qualified entirely by reference to the full text
of the Indemnification Agreement attached hereto as Exhibit 10.1.

The Company has entered into an Indemnification Agreement,
substantially in the form attached hereto as Exhibit 10.1, with
Sebastian Giordano, the Companys Chief Executive Officer and a
director of the Company, David Allen, the Companys Chief
Financial Officer, and Charles Benton, Norm Dumbroff, Edward
Gildea, and Joshua Silverman, each a director of the Company.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

The exhibits listed in the following Exhibit Index are filed as
part of this Current Report on Form 8-K.

Exhibit Number Description
10.1 Form of Indemnification Agreement


About WPCS INTERNATIONAL INCORPORATED (NASDAQ:WPCS)

WPCS International Incorporated (WPCS) is a low voltage contractor that specializes in the installation and service of voice and data networks, security systems, audio-visual solutions, and distributed antenna systems, and provides project management and delivers complex projects to vertical markets that include healthcare, education, transportation, energy and utilities, oil and gas, manufacturing, commercial real estate, financial and government. The Company specializes in low voltage communications, audio-visual and security contracting services, conducting business in approximately two operation centers, through its domestic subsidiaries, WPCS International-Suisun City, Inc. (Suisun City Operations) and WPCS International-Texas Operations, Inc. (Texas Operations). The Company also has strategic alliances with technology partners to provide consulting and application software development services for collaboration, visualization and unified communications.

WPCS INTERNATIONAL INCORPORATED (NASDAQ:WPCS) Recent Trading Information

WPCS INTERNATIONAL INCORPORATED (NASDAQ:WPCS) closed its last trading session down -0.04 at 1.36 with 44,522 shares trading hands.

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