Wave Systems Corp Sample Contracts

Standard Contracts

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ARTICLE I. DEFINITIONS
Securities Purchase Agreement • August 3rd, 2004 • Wave Systems Corp • Computer peripheral equipment, nec • New York
RECITALS
Asset Purchase Agreement • April 1st, 2002 • Wave Systems Corp • Computer peripheral equipment, nec • Massachusetts
AGREEMENT between
Agreement • April 1st, 2002 • Wave Systems Corp • Computer peripheral equipment, nec
ARTICLE I DEFINITIONS
Securities Purchase Agreement • February 12th, 2004 • Wave Systems Corp • Computer peripheral equipment, nec • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 18th, 2013 • Wave Systems Corp • Computer peripheral equipment, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 12, 2013, between Wave Systems Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

PLACEMENT AGENCY AGREEMENT June 11, 2014
Placement Agency Agreement • June 17th, 2014 • Wave Systems Corp • Computer peripheral equipment, nec • Minnesota
EXHIBIT 4.1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Convertible Preferred Stock Purchase Agreement • March 19th, 1998 • Wave Systems Corp • Computer peripheral equipment, nec • New York
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • April 1st, 2002 • Wave Systems Corp • Computer peripheral equipment, nec
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 18th, 2013 • Wave Systems Corp • Computer peripheral equipment, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 12, 2013, between Wave Systems Corp., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

WAVE SYSTEMS CORP. Class A Common Stock (par value $0.01 per share) At Market Issuance Sales Agreement
At Market Issuance Sales Agreement • January 30th, 2012 • Wave Systems Corp • Computer peripheral equipment, nec • New York

Wave Systems Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with MLV & Co. LLC (“MLV”), as follows:

LOGO] WAVE SYSTEMS CO-MARKETING AGREEMENT
Co-Marketing Agreement • April 1st, 2002 • Wave Systems Corp • Computer peripheral equipment, nec • California
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 17th, 2005 • Wave Systems Corp • Computer peripheral equipment, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 15, 2005, among Wave Systems Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”); and

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CORPFIN LOGO]
Placement Agency Agreement • August 3rd, 2004 • Wave Systems Corp • Computer peripheral equipment, nec • Georgia
Warrants to Purchase 3,650,000 Shares Wave Systems Corp. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 27th, 2015 • Wave Systems Corp • Computer peripheral equipment, nec • New York

Wave Systems Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of (i) 7,300,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company and (ii) warrants (the “Firm Warrants”) to purchase up to 3,650,000 shares of Common Stock of the Company (the “Firm Warrant Shares”). The Company also proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriter an aggregate of up to (i) 1,095,000 shares of Common Stock (the “Additional Shares”) and/or (ii) warrants (the “Additional Warrants”) to purchase up to 547,500 shares of Common Stock of the Company (the “Additional Warrant Shares” and, together with the Firm Warrant Shares, the “Warrant Shares”), if and to the extent that the Underwriter shall have determined to exercise the right to purchase Addi

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 25th, 2003 • Wave Systems Corp • Computer peripheral equipment, nec • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November , 2003, among Wave Systems Corp., a Delaware corporation (the “Company”), and the purchasers’ signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).

PLACEMENT AGENCY AGREEMENT July 21, 2009
Placement Agency Agreement • July 22nd, 2009 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Warrant To Purchase Common Stock
Warrant to Purchase Common Stock • May 27th, 2015 • Wave Systems Corp • Computer peripheral equipment, nec • New York

Wave Systems Corp., a company organized under the laws of the Delaware (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)fully paid nonassessable shares of Class A Common Stock, par value $0.01 per share, of the Company ("Common Stock"), subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this "Warrant"), shall have

FORM OF COMMON STOCK PURCHASE WARRANT To Purchase 301,205 Shares of Class A Common Stock of
Security Agreement • March 18th, 2013 • Wave Systems Corp • Computer peripheral equipment, nec • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the fifth anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wave Systems Corp., a Delaware corporation (the “Company”), up to 301,205 shares (the “Warrant Shares”) of Class A Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SUBSCRIPTION AGREEMENT
Subscription Agreement • April 9th, 2009 • Wave Systems Corp • Computer peripheral equipment, nec • New York

If you do not have an existing account at Security Research Associates for settlement by DVP, we will need the following information to be faxed to us along with your signature page to this agreement. Please fax your clearing information to Security Research Associates at (866) 592-8132 (or as a back up 415-925-0264) to establish an account with our clearing broker Wedbush Morgan Securities. Below is what we will need to open your account. A “New Account form” is attached in Exhibit B for your convenience:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 17th, 2004 • Wave Systems Corp • Computer peripheral equipment, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 16, 2004, among Wave Systems Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”); and

AGREEMENT
Convertible Preferred Stock Purchase Agreement • May 7th, 2003 • Wave Systems Corp • Computer peripheral equipment, nec • New York
ARTICLE I.
Payment and Registration Rights Agreement • July 23rd, 2001 • Wave Systems Corp • Computer peripheral equipment, nec • Delaware
COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • May 27th, 2008 • Wave Systems Corp • Computer peripheral equipment, nec • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “ Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the third anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wave Systems Corp., a Delaware corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of Class A Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the terms of that certain Subscription Agreement, of even date herewith (the “Subscription Agreement”), among the Company and the Holder.

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