Common use of Other Agreements of the Parties Clause in Contracts

Other Agreements of the Parties. Transfer Restrictions. If the Purchaser should decide to dispose of any of the Shares or any portion of the Warrant to be purchased by it hereunder (and upon conversion or exercise (as the case may be) thereof, any Underlying Shares), the Purchaser understands and agrees that it may do so only pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements thereof. In connection with any transfer of any Shares or the Warrant other than pursuant to an effective registration statement or to the Company, the Company may require that the transferor of such Shares or Warrant provide to the Company an opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Shares or Warrant under the Securities Act or any state securities laws. The Purchaser agrees to the imprinting, so long as is required by the provisions of this Section 4.1, of the following legend on certificates representing the Shares, the Warrant and the Underlying Shares: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. [FOR SHARES ONLY] THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN SECTION 4.10 OF THE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, DATED AS OF MARCH 6, 1998, BETWEEN WAVE SYSTEMS CORP., (THE "COMPANY") AND THE ORIGINAL HOLDER HEREOF. A COPY OF THAT AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. The legend set forth above shall be removed upon the conversion of Shares or the exercise of the Warrant (as the case may be) represented by such certificate at any time after the Underlying Shares Registration Statement has been declared effective under the Securities Act or, if no Underlying Shares Registration Statement is then effective, if in the opinion of counsel to the Company experienced in the area of United States securities laws such legend is no longer required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The certificates representing the Shares, the Warrant and the Underlying Shares shall also bear any other legends required by applicable Federal or state securities laws, which legends shall be removed when not required in accordance with this Section 4.1. The Company agrees that it will provide the Purchaser, upon request, with a substitute stock certificate or certificates or Warrant (as the case may be), free from such legend at such time as such legend is no longer applicable. The Purchaser agrees that, in connection with any transfer of Shares, the Warrant or Underlying Shares by it pursuant to an effective registration statement under the Securities Act, it will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of Shares, the Warrant or Underlying Shares. Stop Transfer Instruction. The Purchaser agrees that the Company shall be entitled to make a notation on its records and give instructions to any transfer agent of the Company in order to implement the restrictions on transfer set forth in Section 4.1 above.

Other Agreements of the Parties. Transfer Restrictions. If the Purchaser should decide to dispose of any of the Shares or any portion of the Warrant to be purchased by it hereunder 4.1 (and upon conversion or exercise (as the case may bea) thereof, any Underlying Shares), the Purchaser understands and agrees that it may do so only pursuant to an effective registration statement The Securities have not been registered under the Securities Act or pursuant to an available exemption from the registration requirements thereofany applicable state securities law and may only he disposed of in compliance with state and federal securities laws. In connection with any transfer of any Shares or the Warrant Securities other than pursuant to an effective registration statement or statement, to the Company, to an Affiliate of an Investor who is an accredited investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require that the transferor of such Shares or Warrant thereof to provide to the Company an opinion of counsel experienced in the area of United States securities laws selected by the transferorcounsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Shares or Warrant transferred Securities under the Securities Act or any state securities lawsAct. The Purchaser agrees to (b) Certificates evidencing the imprinting, so long as is required by the provisions of this Section 4.1, of Securities will contain the following legend on certificates representing the Shareslegend, the Warrant and the Underlying Shares: until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH ISSUABLE UPON EXERCISE OF THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. [FOR SHARES ONLY] LAWS AS EVIDENCED BY AN OPINION OF COUNSEL TO SUCH EFFECT, THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN SECTION 4.10 OF THE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, DATED AS OF MARCH 6, 1998, BETWEEN WAVE SYSTEMS CORP., (THE "COMPANY") AND THE ORIGINAL HOLDER HEREOF. A COPY OF THAT AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. The legend set forth above shall be removed upon the conversion of Shares Company acknowledges and agrees that an Investor may from time to time pledge, and/or grant a security interest in some or the exercise all of the Warrant (as the case may be) represented by such certificate at any time after the Underlying Shares Registration Statement has been declared effective Securities pursuant to a bona fide margin agreement in connection with a bona fide margin account of Investor and, if required under the terms of such agreement or account, such Investor may transfer pledged or secured Securities Act or, if to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval or consent of the Company and no Underlying Shares Registration Statement is then effective, if in the legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion may be required in connection with a subsequent transfer following default by the Investor transferee of the pledge. No notice shall be required of such pledge. At the appropriate Investor's expense, the Company experienced will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the area Securities including the preparation and filing of United States securities laws such legend is no longer any required prospectus supplement under applicable requirements Rule 424(b)(3) of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The certificates representing the Shares, the Warrant and the Underlying Shares shall also bear any or other legends required by applicable Federal or state securities laws, which legends shall be removed when not required in accordance with this Section 4.1. The Company agrees that it will provide the Purchaser, upon request, with a substitute stock certificate or certificates or Warrant (as the case may be), free from such legend at such time as such legend is no longer applicable. The Purchaser agrees that, in connection with any transfer of Shares, the Warrant or Underlying Shares by it pursuant to an effective registration statement under the Securities Act, it will comply with all prospectus delivery requirements provision of the Securities Act. The Company makes no representation, warranty or agreement as Act to appropriately amend the availability list of any exemption from registration under the Securities Act with respect to any resale of Shares, the Warrant or Underlying Shares. Stop Transfer Instruction. The Purchaser agrees that the Company shall be entitled to make a notation on its records and give instructions to any transfer agent of the Company in order to implement the restrictions on transfer set forth in Section 4.1 aboveSelling Stockholders thereunder.

Other Agreements of the Parties. Transfer Restrictions. If the Purchaser should decide to dispose The Securities may only be disposed of any of the Shares or any portion of the Warrant to be purchased by it hereunder (in compliance with state and upon conversion or exercise (as the case may be) thereof, any Underlying Shares), the Purchaser understands and agrees that it may do so only pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements thereoffederal securities laws. In connection with any transfer of any Shares or the Warrant Securities other than pursuant to an effective registration statement or statement, to the Company, to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require that the transferor of such Shares or Warrant thereof to provide to the Company an opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Shares or Warrant transferred Securities under the Securities Act or Act. As a condition of transfer, any state securities lawssuch transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement. The Purchaser agrees Purchasers agree to the imprinting, so long as is required by the provisions of this Section 4.14.1(b), of a legend on any of the Securities in the following legend on certificates representing the Shares, the Warrant and the Underlying Sharesform: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. [FOR SHARES ONLY] LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TRANSFEROR TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN SECTION 4.10 SUCH EFFECT, THE SUBSTANCE OF THE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, DATED AS OF MARCH 6, 1998, BETWEEN WAVE SYSTEMS CORP., (THE "COMPANY") AND THE ORIGINAL HOLDER HEREOF. A COPY OF THAT AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer and, if required under the terms of such arrangement, such Purchaser may transfer pledged Securities to the pledgees. Such a pledge would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser's expense, the Company will execute and deliver such reasonable documentation as a pledgee of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Certificates evidencing the Shares and Warrant Shares shall not contain any legend (including the legend set forth above shall be removed upon in Section 4.1(b)), (i) while a registration statement (including the conversion Registration Statement) covering the resale of Shares or the exercise of the Warrant (as the case may be) represented by such certificate at any time after the Underlying Shares Registration Statement has been declared security is effective under the Securities Act orAct, or (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) if no Underlying such Shares Registration Statement is then effectiveor Warrant Shares are eligible for sale under Rule 144(k), or (iv) if in the opinion of counsel to the Company experienced in the area of United States securities laws such legend is no longer not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff Staff of the Commission). The certificates representing Company shall cause its counsel to issue a legal opinion to the Company's transfer agent promptly after the Effective Date if required by the Company's transfer agent to effect the removal of the legend hereunder. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, the such Warrant and the Underlying Shares shall also bear any other legends required by applicable Federal or state securities laws, which legends shall be removed when not required in accordance with this Section 4.1issued free of all legends. The Company agrees that it will provide following the Purchaser, upon request, with a substitute stock certificate Effective Date or certificates or Warrant (as the case may be), free from such legend at such time as such legend is no longer applicable. The required under this Section 4.1(c), it will, no later than five Trading Days following the delivery by a Purchaser agrees that, in connection with any to the Company or the Company's transfer agent of a certificate representing Shares or Warrant Shares, as the Warrant case may be, issued with a restrictive legend ("Share Delivery Date"), deliver or Underlying Shares by it pursuant cause to an effective registration statement under the be delivered to such Purchaser a certificate representing such Securities Act, it will comply with that is free from all prospectus delivery requirements of the Securities Actrestrictive and other legends. The Company makes no representation, warranty or agreement as to the availability of may not make any exemption from registration under the Securities Act with respect to any resale of Shares, the Warrant or Underlying Shares. Stop Transfer Instruction. The Purchaser agrees that the Company shall be entitled to make a notation on its records and or give instructions to any transfer agent of the Company in order to implement that enlarge the restrictions on transfer set forth in this Section. In addition to such Purchaser's other available remedies, the Company shall pay to a Purchaser, in cash, as liquidated damages and not as a penalty, for each $1,000 of Shares or Warrant Shares (based on the Closing Price of the Common Stock on the date such Securities are submitted to the Company's transfer agent) subject to Section 4.1(c), $5 per Trading Day (increasing to $10 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the applicable Share Delivery Date until such certificate is delivered. Nothing herein shall limit such Purchaser's right to pursue actual damages for the Company's failure to deliver certificates representing any Securities as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. Each Purchaser severally and not jointly agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 4.1 aboveis predicated upon the Company's reliance that the Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom. Furnishing of Information. As long as any Purchaser owns Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. Upon the request of any such holder of Securities, the Company shall deliver to such holder a written certification of a duly authorized officer as to whether it has complied with the preceding sentence. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c) such information as is required for the Purchasers to sell the Securities under Rule 144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that the transaction contemplated hereby would violate any such rules or regulations. [RESERVED] Securities Laws Disclosure; Publicity. The Company shall, within one (1) Trading Day following the date hereof, issue a press release or file a Current Report on Form 8-K, in each case reasonably acceptable to each Purchaser disclosing the transactions contemplated hereby and make such other filings and notices in the manner and time required by the Commission. The Company and each Purchaser shall consult with each other in issuing any press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with the registration statement contemplated by the Registration Rights Agreement and (ii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under subclause (i) or (ii).

Other Agreements of the Parties. Transfer RestrictionsSection 7.1. If Filing of Schedule 13D or 13G. In the Purchaser should decide event that a Transferee is required to dispose file a report of any of beneficial ownership on Schedule 13D or 13G with respect to the Transferred Shares or any portion of the Warrant to be purchased beneficially owned by it hereunder him (for this purpose as determined by Exchange Act Rule 13d-3 and upon conversion or exercise (as the case may be) thereof, any Underlying SharesExchange Act Rule 13d-5), such Transferee agrees that, unless otherwise directed by Accenture SCA or its authorized representative, such Transferee will not file a separate such report, but will file a report together with such other persons as Accenture SCA or its authorized representative shall direct, containing the Purchaser information required by the Exchange Act, and such Transferee understands and agrees that it such report shall be filed on his behalf by Accenture SCA or its authorized representative. Such Transferee shall cooperate fully with Accenture SCA or its authorized representative to achieve the timely filing of any such report and any amendments thereto as may be required, and such Transferee agrees that any information concerning such Transferee which such Transferee furnishes in connection with the preparation and filing of such report will be complete and accurate. By his acceptance of the Transferred Shares, each Transferee appoints Accenture SCA, or its authorized representative, with full power of substitution and resubstitution, his true and lawful attorney-in-fact to execute such reports and any and all amendments thereto and to file such reports with all exhibits thereto and other documents in connection therewith with the United States Securities and Exchange Commission and, if necessary, foreign regulators, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 7.1 as such Transferee might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do so only pursuant or cause to an effective registration statement under the Securities Act or pursuant be done by virtue of this power of attorney. Each Transferee hereby further designates such attorneys as such Transferee's agents authorized to an available exemption from the registration requirements thereofreceive notices and communications with respect to such reports and any amendments thereto. In connection with any transfer of any Shares or the Warrant other than pursuant to an effective registration statement or to the CompanyIt is understood and agreed by each such Transferee that this appointment, the Company empowerment and authorization may require that the transferor of such Shares or Warrant provide to the Company an opinion of counsel experienced in the area of United States securities laws selected be exercised by the transferor, aforementioned persons for the form period beginning on the date hereof and substance continuing during the term of which opinion this Agreement (and shall be reasonably satisfactory to the Company, to the effect that extend thereafter for such transfer does not require registration of such Shares or Warrant under the Securities Act or any state securities laws. The Purchaser agrees to the imprinting, so long time as is required by the provisions of this Section 4.1, of the following legend on certificates representing the Shares, the Warrant and the Underlying Shares: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. [FOR SHARES ONLY] THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN SECTION 4.10 OF THE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, DATED AS OF MARCH 6, 1998, BETWEEN WAVE SYSTEMS CORP., (THE "COMPANY") AND THE ORIGINAL HOLDER HEREOF. A COPY OF THAT AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. The legend set forth above shall be removed upon the conversion of Shares or the exercise of the Warrant (as the case may be) represented by to reflect that such certificate at any time after the Underlying Shares Registration Statement has been declared effective under the Securities Act or, if no Underlying Shares Registration Statement is then effective, if in the opinion of counsel to the Company experienced in the area of United States securities laws such legend Transferee is no longer required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commissiona party to this Agreement). The certificates representing the Shares, the Warrant and the Underlying Shares shall also bear any other legends required by applicable Federal or state securities laws, which legends shall be removed when not required in accordance with this Section 4.1. The Company agrees that it will provide the Purchaser, upon request, with a substitute stock certificate or certificates or Warrant (as the case may be), free from such legend at such time as such legend is no longer applicable. The Purchaser agrees that, in connection with any transfer of Shares, the Warrant or Underlying Shares by it pursuant to an effective registration statement under the Securities Act, it will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of Shares, the Warrant or Underlying Shares. Stop Transfer Instruction. The Purchaser agrees that the Company shall be entitled to make a notation on its records and give instructions to any transfer agent of the Company in order to implement the restrictions on transfer set forth in Section 4.1 above.

Other Agreements of the Parties. Transfer Restrictions. If the Purchaser should decide to dispose The Securities may only be disposed of any of the Shares or any portion of the Warrant to be purchased by it hereunder (in compliance with state and upon conversion or exercise (as the case may be) thereof, any Underlying Shares), the Purchaser understands and agrees that it may do so only pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements thereoffederal securities laws. In connection with any transfer of any Shares or the Warrant Securities other than pursuant to an effective registration statement or Rule 144, to the CompanyCompany or to an affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require that the transferor of such Shares or Warrant thereof to provide to the Company an opinion of counsel experienced in the area of United States securities laws selected by the transferortransferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Shares or Warrant transferred Securities under the Securities Act or Act. As a condition of transfer, any state securities lawssuch transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement. The Purchaser agrees Purchasers agree to the imprinting, so long as is required by the provisions of this Section 4.14.1(b), of a legend on any of the Securities in the following legend on certificates representing the Shares, the Warrant and the Underlying Sharesform: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. [FOR SHARES ONLY] LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TRANSFEROR TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN SECTION 4.10 SUCH EFFECT, THE SUBSTANCE OF THE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, DATED AS OF MARCH 6, 1998, BETWEEN WAVE SYSTEMS CORP., (THE "COMPANY") AND THE ORIGINAL HOLDER HEREOF. A COPY OF THAT AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an "accredited investor" as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and the Registration Rights Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser's expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if the Securities are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Certificates evidencing the Shares and the Warrant Shares shall not contain any legend (including the legend set forth above shall be removed upon in Section 4.1(b)), (i) while a registration statement (including the conversion Registration Statement) covering the resale of Shares or the exercise of the Warrant (as the case may be) represented by such certificate at any time after the Underlying Shares Registration Statement has been declared security is effective under the Securities Act orAct, or (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) if no Underlying such Shares Registration Statement is then effectiveor Warrant Shares are eligible for sale under Rule 144(k), or (iv) if in the opinion of counsel to the Company experienced in the area of United States securities laws such legend is no longer not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The certificates representing Company shall cause its counsel to issue a legal opinion to the Company's transfer agent promptly after the Effective Date if required by the Company's transfer agent to effect the removal of the legend hereunder. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, the such Warrant and the Underlying Shares shall also bear any other legends required by applicable Federal or state securities laws, which legends shall be removed when not required in accordance with this Section 4.1issued free of all legends. The Company agrees that it will provide following the Purchaser, upon request, with a substitute stock certificate Effective Date or certificates or Warrant (as the case may be), free from such legend at such time as such legend is no longer applicable. The required under this Section 4.1(c), it will, no later than three Trading Days following the delivery by a Purchaser agrees that, in connection with any to the Company or the Company's transfer agent of a certificate representing Shares or Warrant Shares, as the Warrant case may be, issued with a restrictive legend (such third Trading Day, the "Legend Removal Date"), deliver or Underlying Shares by it pursuant cause to an effective registration statement under the Securities Act, it will comply with be delivered to such Purchaser a certificate representing such shares that is free from all prospectus delivery requirements of the Securities Actrestrictive and other legends. The Company makes no representation, warranty or agreement as to the availability of may not make any exemption from registration under the Securities Act with respect to any resale of Shares, the Warrant or Underlying Shares. Stop Transfer Instruction. The Purchaser agrees that the Company shall be entitled to make a notation on its records and or give instructions to any transfer 113 agent of the Company in order to implement that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Purchasers by crediting the account of the Purchaser's prime broker with the Depository Trust Company System. In addition to such Purchaser's other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Shares or Warrant Shares (based on the Closing Price of the Common Stock on the date such Securities are submitted to the Company's transfer agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend. Nothing herein shall limit such Purchaser's right to pursue actual damages for the Company's failure to deliver certificates representing any Securities as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. Each Purchaser, severally and not jointly with the other Purchasers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 4.1 above.is predicated upon the Company's reliance that the Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom. Furnishing of Information/Exchange Act Registration. The Company hereby agrees to file a registration statement on Form 8-A registering its Common Stock under the Exchange Act contemporaneously with its filing of a request with the Commission to accelerate effectiveness of its registration statement on Form F-1 or F-4. As long as any Purchaser owns Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c) such information as is required for the Purchasers to sell the Securities under Rule 144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction. SECURITIES LAWS DISCLOSURE; PUBLICITY. THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE SHELLCO, WITHIN FOUR TRADING DAYS FOLLOWING THE DATE OF EXECUTION OF THE MERGER AGREEMENT, TO ISSUE A CURRENT REPORT ON FORM 8-K DISCLOSING THE MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED HEREBY AND ATTACHING THE TRANSACTION DOCUMENTS AND THE MERGER AGREEMENT AND ALL OTHER MATERIAL DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THE MERGER THERETO. THE COMPANY AND FW SHALL CONSULT WITH EACH OTHER IN ISSUING ANY PRESS RELEASES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND NEITHER THE COMPANY NOR ANY PURCHASER SHALL ISSUE ANY SUCH PRESS RELEASE OR OTHERWISE MAKE ANY SUCH PUBLIC STATEMENT WITHOUT THE PRIOR CONSENT OF THE COMPANY, WITH RESPECT TO ANY PRESS RELEASE OF ANY PURCHASER, OR WITHOUT THE PRIOR CONSENT OF FW, WITH RESPECT TO ANY PRESS RELEASE OF THE COMPANY, WHICH CONSENT SHALL NOT UNREASONABLY BE WITHHELD OR DELAYED, EXCEPT IF SUCH DISCLOSURE IS REQUIRED BY LAW, IN WHICH CASE THE DISCLOSING PARTY SHALL PROMPTLY PROVIDE THE OTHER PARTY WITH PRIOR NOTICE OF SUCH PUBLIC STATEMENT OR COMMUNICATION. NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL NOT PUBLICLY DISCLOSE THE NAME OF ANY PURCHASER, OR INCLUDE THE NAME OF ANY PURCHASER IN ANY FILING WITH THE COMMISSION OR ANY REGULATORY AGENCY OR TRADING MARKET, WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH PURCHASER, EXCEPT (I) AS REQUIRED BY FEDERAL SECURITIES LAW IN CONNECTION WITH THE REGISTRATION STATEMENT CONTEMPLATED BY THE REGISTRATION RIGHTS AGREEMENT AND (II) TO THE EXTENT SUCH DISCLOSURE IS REQUIRED BY LAW OR TRADING MARKET REGULATIONS, IN WHICH CASE THE COMPANY SHALL PROVIDE THE PURCHASERS WITH PRIOR NOTICE OF SUCH DISCLOSURE PERMITTED UNDER SUBCLAUSE (I) OR (II). SHAREHOLDER RIGHTS PLAN. NO CLAIM WILL BE MADE OR ENFORCED BY THE COMPANY OR, TO THE KNOWLEDGE OF THE COMPANY, ANY OTHER PERSON THAT ANY PURCHASER IS AN "ACQUIRING PERSON" UNDER ANY SHAREHOLDER RIGHTS PLAN OR SIMILAR PLAN OR ARRANGEMENT IN EFFECT OR HEREAFTER ADOPTED BY THE COMPANY, OR THAT ANY PURCHASER COULD BE DEEMED TO TRIGGER THE PROVISIONS OF ANY SUCH PLAN OR ARRANGEMENT, BY VIRTUE OF RECEIVING SECURITIES UNDER THE TRANSACTION DOCUMENTS OR UNDER ANY OTHER AGREEMENT BETWEEN THE COMPANY AND THE PURCHASERS. THE COMPANY SHALL CONDUCT ITS BUSINESS IN A MANNER SO THAT IT WILL NOT BECOME SUBJECT TO THE INVESTMENT COMPANY ACT. NON-PUBLIC INFORMATION. THE COMPANY COVENANTS AND AGREES THAT NEITHER IT NOR ANY OTHER PERSON ACTING ON ITS BEHALF WILL PROVIDE ANY PURCHASER OR ITS AGENTS OR COUNSEL WITH ANY INFORMATION THAT THE COMPANY BELIEVES CONSTITUTES MATERIAL NON-PUBLIC INFORMATION AFTER THE DATE HEREOF, UNLESS PRIOR THERETO SUCH PURCHASER SHALL HAVE EXECUTED A WRITTEN AGREEMENT REGARDING THE CONFIDENTIALITY AND USE OF SUCH INFORMATION (IT BEING EXPRESSLY ACKNOWLEDGED AND AGREED BY THE COMPANY THAT NO PURCHASER SHALL HAVE ANY MATERIAL NON-PUBLIC INFORMATION REGARDING THE COMPANY OR ANY OF ITS SUBSIDIARIES IMMEDIATELY AFTER THE FIRST PUBLIC DISCLOSURE (AS DESCRIBED IN SECTION 4.4) OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT). THE COMPANY UNDERSTANDS AND CONFIRMS THAT EACH PURCHASER SHALL BE RELYING ON THE FOREGOING REPRESENTATIONS IN EFFECTING TRANSACTIONS IN SECURITIES OF THE COMPANY. USE OF PROCEEDS. EXCEPT AS SET FORTH ON SCHEDULE 4.7 ATTACHED HERETO WITH RESPECT TO THE PAYMENT OF DEBT ON VESSELS OWNED BY THE SUBSIDIARIES, THE COMPANY SHALL USE THE NET PROCEEDS FROM THE SALE OF THE SECURITIES HEREUNDER FOR WORKING CAPITAL PURPOSES AND NOT FOR THE SATISFACTION OF ANY PORTION OF THE COMPANY'S DEBT (OTHER THAN PAYMENT OF TRADE PAYABLES IN THE ORDINARY COURSE OF THE COMPANY'S BUSINESS AND PRIOR PRACTICES), TO REDEEM ANY COMMON STOCK OR COMMON STOCK EQUIVALENTS OR TO SETTLE ANY OUTSTANDING LITIGATION. 115

Other Agreements of the Parties. 4.1 Transfer Restrictions. If (a) Each Investor covenants that the Purchaser should decide to dispose Purchased Securities acquired by such Investor will be disposed of any of the Shares or any portion of the Warrant to be purchased by it hereunder (and upon conversion or exercise (as the case may be) thereof, any Underlying Shares), the Purchaser understands and agrees that it may do so such Investor only pursuant to an effective registration statement under under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements thereofof the Securities Act, and in compliance with applicable state securities laws. In Subject to Section 4.1(b), in connection with any transfer of any Shares or the Warrant Purchased Securities other than pursuant to an effective registration statement or to the Company, the Company may require that the transferor of such Shares or Warrant to provide to the Company an opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Shares or Warrant under the Securities Act or any state securities lawsAct. (b) The Purchaser agrees Investors agree to the imprinting, so long as is until no longer required by the provisions of this Section 4.14.1(b), of the following legend on certificates representing any certificate or other instrument evidencing any of the Shares, the Warrant and the Underlying SharesPurchased Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. [FOR SHARES ONLY] THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SHARES REPRESENTED SECURITIES ACT OR OTHER LOAN SECURED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN SECTION 4.10 OF THE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, DATED AS OF MARCH 6, 1998, BETWEEN WAVE SYSTEMS CORP., (THE "COMPANY") AND THE ORIGINAL HOLDER HEREOF. A COPY OF THAT AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANYSUCH SECURITIES. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Purchased Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act, and, if required under the terms of such arrangement, such Investor may transfer pledged or secured Purchased Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Purchased Company, and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the applicable Investor’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Purchased Securities may reasonably request in connection with a pledge of the Purchased Securities. 20 (c) Certificates evidencing the Shares and Warrant Shares shall not contain any legend (including the legend set forth above shall be removed upon in Section 4.1(b) hereof), (i) while a registration statement (including the conversion Registration Statement) covering the resale of Shares or the exercise of the Warrant (as the case may be) represented by such certificate at any time after the Underlying Shares Registration Statement has been declared security is effective under the Securities Act orAct, (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, (iii) if no Underlying such Shares Registration Statement is then effective, if in the opinion of counsel to or Warrant Shares are eligible for sale under Rule 144 without volume or manner-of-sale restrictions and the Company experienced is in compliance with the area of United States securities laws current public information required under Rule 144, (iv) if such Shares or Warrant Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, or (v) if such legend is no longer not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The certificates representing Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent if required by the transfer agent to effect the removal of the legend hereunder. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, the or if such Shares or Warrant Shares may be sold under Rule 144 and the Underlying Company is then in compliance with the current public information required under Rule 144, or if the Shares or Warrant Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares or Warrant Shares or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Warrant Shares shall also bear any other legends required by applicable Federal or state securities laws, which legends shall be removed when not required in accordance with this Section 4.1issued free of all legends. The Company agrees that it will provide the Purchaser, upon request, with a substitute stock certificate or certificates or Warrant (as the case may be), free from such legend at such time as such legend is no longer applicable. The Purchaser agrees thatrequired under this Section 4.1(c), in connection with any it will, no later than the earlier of (i) three (3) Business Days and (ii) the number of Business Days comprising the Standard Settlement Period (as defined below) following the delivery by an Investor to the Company or the transfer agent of a certificate representing Shares or Warrant Shares, as the Warrant case may be, issued with a restrictive legend (such third Business Day, the “Legend Removal Date”), deliver or Underlying Shares by it pursuant cause to an effective registration statement under be delivered to such Investor a certificate representing such shares that is free from all restrictive and other legends (subject to the Securities Act, it will comply with all prospectus delivery requirements remainder of the Securities Actthis Section 4.1(c)). The Company makes no representation, warranty or agreement as to the availability of may not make any exemption from registration under the Securities Act with respect to any resale of Shares, the Warrant or Underlying Shares. Stop Transfer Instruction. The Purchaser agrees that the Company shall be entitled to make a notation on its records and or give instructions to any the transfer agent of the Company in order to implement that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Purchased Securities subject to legend removal hereunder shall be transmitted by the transfer agent to the Investor by crediting the account of the Investor’s prime broker with the Depository Trust Company System (“DTC”) through its Deposit/Withdrawal at Custodian system as directed by such Investor. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Business Days, on the Company’s primary Trading Market with respect to the Shares as in effect on the date of delivery of a certificate representing Shares or Warrant Shares (or the date of crediting such Shares or Warrant Shares with DTC, as applicable), as the case may be, issued without a restrictive legend. 21 (d) In addition to an Investor’s other available remedies, the Company shall pay to such Investor, in cash, (i) as partial liquidated damages and not as a penalty, for each $1,000 of Shares (based on the VWAP of the Ordinary Shares on the date such Purchased Securities are submitted to the transfer agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Business Day (increasing to $20 per Business Day five (5) Business Days after such damages have begun to accrue) for each Business Day after the Legend Removal Date until such certificate is delivered without a legend and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to an Investor by the Legend Removal Date a certificate representing the Purchased Securities so delivered to the Company by such Investor that is free from all restrictive and other legends and (b) if after the Legend Removal Date such Investor purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by such Investor of all or any portion of the number of Ordinary Shares, or a sale of a number of Ordinary Shares equal to all or any portion of the number of Ordinary Shares that such Investor was entitled to receive from the Company without any restrictive legend, then, an amount equal to the excess of such Investor’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including brokerage commissions and other out-of-pocket expenses, if any) over the product of (A) such number of Ordinary Shares that the Company was required to deliver to such Investor by the Legend Removal Date multiplied by (B) the lowest closing sale price of the Ordinary Shares on any Business Day during the period commencing on the date of the delivery by such Investor to the Company of the applicable Ordinary Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). (e) Each Investor, severally and not jointly with the other Investors, agrees with the Company that such Investor will sell all Purchased Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Purchased Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Purchased Securities as set forth in this Section 4.1 above.is predicated upon the Company’s reliance upon this understanding. 4.2

Other Agreements of the Parties. Transfer RestrictionsTRANSFER RESTRICTIONS. If the Purchaser should decide to dispose Securities may only be disposed of any of the Shares or any portion of the Warrant to be purchased by it hereunder (and upon conversion or exercise (as the case may be) thereof, any Underlying Shares), the Purchaser understands and agrees that it may do so only pursuant to an effective registration statement under the Securities Act Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements thereofof the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of any Shares or the Warrant Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require that the transferor of such Shares or Warrant thereof to provide to the Company an opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Shares or Warrant transferred Securities under the Securities Act or any state securities lawsAct. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement. The Purchaser agrees Purchasers agree to the imprinting, so long as is required by the provisions of this Section 4.13.1(b), of the following legend on certificates representing the Shares, the Warrant and the Underlying SharesSecurities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE OR EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. [FOR SHARES ONLY] THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN SECTION 4.10 OF THE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, DATED AS OF MARCH 6, 1998, BETWEEN WAVE SYSTEMS CORP., (THE "COMPANY") AND THE ORIGINAL HOLDER HEREOF. A COPY OF THAT AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. The Underlying Shares shall not contain the legend set forth above shall be removed upon nor any other legend if the conversion of Shares or the exercise of the Warrant (as the case may be) represented by such certificate Debentures, occurs at any time after the while an Underlying Shares Registration Statement has been declared is effective under the Securities Act oror the holder is relying on Rule 144 promulgated under the Securities Act ("RULE 144") in connection with the resale of such Underlying Shares, if no or in the event there is not an effective Underlying Shares Registration Statement Statement, and Rule 144 is not then effectiveavailable for resale of the Underlying Shares, if in the opinion of counsel to the Company experienced in the area of United States securities laws at such time as such legend is no longer not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The certificates representing Company shall cause its counsel to issue the Shareslegal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the date that an Underlying Shares Registration Statement is declared effective by the Commission (such date, the Warrant and "EFFECTIVE DATE"), it being agreed that the Underlying Shares shall also bear any other legends required by applicable Federal or state securities laws, which legends shall be removed when Purchasers are not required in accordance third-party beneficiaries of the Company's relationship with this Section 4.1its counsel. The Company agrees that following the Effective Date, it will provide will, no later than three (3) Trading Days following the Purchaser, upon request, with delivery by a substitute stock Purchaser to the Company of a certificate or certificates or Warrant (as the case may be)representing Underlying Shares issued with a restrictive legend, deliver to such Purchaser certificates representing such shares which shall be free from such legend at such time as such legend is no longer applicable. The Purchaser agrees that, in connection with any transfer of Shares, the Warrant or Underlying Shares by it pursuant to an effective registration statement under the Securities Act, it will comply with all prospectus delivery requirements of the Securities Actrestrictive and other legends. The Company makes no representation, warranty or agreement as to the availability of may not make any exemption from registration under the Securities Act with respect to any resale of Shares, the Warrant or Underlying Shares. Stop Transfer Instruction. The Purchaser agrees that the Company shall be entitled to make a notation on its records and or give instructions to any transfer agent of the Company in order to implement which enlarge the restrictions on of transfer set forth in Section 4.1 abovethis Section. ACKNOWLEDGMENT OF DILUTION. The Company acknowledges that the issuance of Underlying Shares upon the conversion of the Debentures or exercise of the Warrants will result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligation to issue Underlying Shares upon conversion of the Debentures or exercise of the Warrants is unconditional and absolute, subject to the limitations set forth in the Debentures and Warrants, regardless of the effect of any such dilution.

Other Agreements of the Parties. Transfer Restrictions. If the Purchaser should decide to dispose The Securities may only be disposed of any of the Shares or any portion of the Warrant to be purchased by it hereunder (in compliance with state and upon conversion or exercise (as the case may be) thereof, any Underlying Shares), the Purchaser understands and agrees that it may do so only pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements thereoffederal securities laws. In connection with any transfer of any Shares or the Warrant Securities other than pursuant to an effective registration statement or Rule 144, to the CompanyCompany or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require that the transferor of such Shares or Warrant thereof to provide to the Company an opinion of counsel experienced in the area of United States securities laws selected by the transferortransferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Shares or Warrant transferred Securities under the Securities Act or Act. As a condition of transfer, any state securities lawssuch transferee shall agree in writing to be bound by the terms of this Agreement and the Registration Rights Agreement and shall have the rights and obligations of a Purchaser under this Agreement and the Registration Rights Agreement. The Purchaser agrees Purchasers agree to the imprinting, so long as is required by the provisions of this Section 4.1, of a legend on any of the Securities in the following legend on certificates representing the Shares, the Warrant and the Underlying Sharesform: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. [FOR SHARES ONLY] THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SHARES REPRESENTED SECURITIES ACT OR OTHER LOAN SECURED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN SECTION 4.10 OF THE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, DATED AS OF MARCH 6, 1998, BETWEEN WAVE SYSTEMS CORP., (THE "COMPANY") AND THE ORIGINAL HOLDER HEREOF. A COPY OF THAT AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANYSUCH SECURITIES. The legend set forth above shall be removed upon the conversion of Shares Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or the exercise grant a security interest in some or all of the Warrant (Securities to a financial institution that is an “accredited investor” as the case may bedefined in Rule 501(a) represented by such certificate at any time after the Underlying Shares Registration Statement has been declared effective under the Securities Act orand, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no Underlying Shares Registration Statement is then effectivelegal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if in the opinion of counsel Securities are subject to registration pursuant to the Company experienced in Registration Rights Agreement, the area preparation and filing of United States securities laws such legend is no longer any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable requirements provision of the Securities Act (including judicial interpretations and pronouncements issued by to appropriately amend the staff list of the Commission). The certificates representing the Shares, the Warrant and the Underlying Shares shall also bear any other legends required by applicable Federal or state securities laws, which legends shall be removed when not required in accordance with this Section 4.1. The Company agrees that it will provide the Purchaser, upon request, with a substitute stock certificate or certificates or Warrant Selling Stockholders (as defined in the case may be), free from such legend at such time as such legend is no longer applicable. The Purchaser agrees that, in connection with any transfer of Shares, the Warrant or Underlying Shares by it pursuant to an effective registration statement under the Securities Act, it will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of Shares, the Warrant or Underlying Shares. Stop Transfer Instruction. The Purchaser agrees that the Company shall be entitled to make a notation on its records and give instructions to any transfer agent of the Company in order to implement the restrictions on transfer set forth in Section 4.1 aboveRegistration Rights Agreement) thereunder.

Other Agreements of the Parties. 1 Transfer Restrictions. If (a) Each Investor covenants that the Purchaser should decide to dispose Securities will only be disposed of any of the Shares or any portion of the Warrant to be purchased by it hereunder (and upon conversion or exercise (as the case may be) thereof, any Underlying Shares), the Purchaser understands and agrees that it may do so only pursuant to an effective registration statement under under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements thereofof the Securities Act, and in compliance with any applicable state securities laws, including, in the case of any transfer of Securities by such Investor pursuant to the Registration Statement, that such Investor will deliver a current prospectus (unless such a prospectus is deemed to have been delivered pursuant to Rule 172 under the Securities Act) and, in the case of any such transfer pursuant to Rule 144, that such Investor will comply with the requirements of Rule 144. In connection with any transfer of any Shares or the Warrant Securities (other than any such transfer (i) pursuant to an effective registration statement statement, (ii) pursuant to Rule 144(k) or (iii) to the Company), the Company may shall require that the transferor of such Shares or Warrant to provide to the Company an opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Shares or Warrant under the Securities Act or is exempt from such registration. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with the Transfer Agent, without any state securities lawssuch legal opinion, except to the extent that the Transfer Agent requests such legal opinion, any transfer of Securities by an Investor to an Affiliate of such Investor, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and provided that such Affiliate does not request any removal of any existing legends on any certificate evidencing the Securities. (b) The Purchaser agrees Investors agree to the imprinting, so long as is required by the provisions of this Section 4.14.1(b), of the following legend on certificates representing the Shares, the Warrant and the Underlying Sharesany certificate evidencing Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. [FOR SHARES ONLY] THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN SECTION 4.10 OF THE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, DATED AS OF MARCH 6, 1998, BETWEEN WAVE SYSTEMS CORP., Certificates evidencing Securities shall not be required to contain such legend or any other legend (THE "COMPANY"i) AND THE ORIGINAL HOLDER HEREOF. A COPY OF THAT AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. The legend set forth above shall be removed upon the conversion of Shares or the exercise of the Warrant (as the case may be) represented by such certificate at any time after the Underlying Shares Securities have been sold pursuant to a Registration Statement has been declared that is effective under the Securities Act orcovering the resale of such Securities, (ii) following any sale of such Securities pursuant to Rule 144 if no Underlying Shares Registration Statement is then effective, if in the opinion of counsel to holder provides the Company experienced in with a legal opinion providing reasonable assurances that the area of United States securities laws Securities can be sold under Rule 144, (iii) if the holder provides the Company with a certificate providing reasonable assurances that the Securities are eligible for sale under Rule 144(k) or (iv) if the holder provides the Company with a legal opinion providing reasonable assurances that such legend is no longer not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the staff Staff of the CommissionSEC). The certificates representing Company shall cause its counsel to issue the Shares, confirmation included in the Warrant and Transfer Agent Instructions to the Underlying Shares shall also bear any other legends required by applicable Federal Transfer Agent on the Effective Date. Following the Effective Date or state securities laws, which legends shall be removed when not required in accordance with this Section 4.1. The Company agrees that it will provide the Purchaser, upon request, with a substitute stock certificate or certificates or Warrant (as the case may be), free from such legend at such earlier time as such a legend is no longer applicable. The Purchaser agrees that, in connection with any transfer of Sharesrequired for certain Securities, the Warrant Company will, no later than three Trading Days following the delivery by an Investor to the Company or Underlying Shares the Transfer Agent of a legended certificate representing such Securities and an opinion of counsel to the extent required by it pursuant Section 4.1(a), deliver or cause to an effective registration statement under the be delivered to such Investor a certificate representing such Securities Act, it will comply with that is free from all prospectus delivery requirements of the Securities Actrestrictive and other legends. The Company makes no representation, warranty or agreement as to the availability of may not make any exemption from registration under the Securities Act with respect to any resale of Shares, the Warrant or Underlying Shares. Stop Transfer Instruction. The Purchaser agrees that the Company shall be entitled to make a notation on its records and or give instructions to any transfer agent of the Company in order to implement Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1 above.4.1(b). 2