Standard Contracts
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 30, 1997, between Wave Systems Corp., a Delaware corporation (the "Company"), and JNC Opportunity Fund Ltd., a Cayman...Registration Rights Agreement • June 3rd, 1997 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledJune 3rd, 1997 Company Industry Jurisdiction
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • August 3rd, 2004 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledAugust 3rd, 2004 Company Industry Jurisdiction
1 EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of October 9, 1997, between Wave Systems Corp., a Delaware corporation (the "Company"), and Combination Inc., a British...Registration Rights Agreement • October 15th, 1997 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledOctober 15th, 1997 Company Industry Jurisdiction
RECITALSAsset Purchase Agreement • April 1st, 2002 • Wave Systems Corp • Computer peripheral equipment, nec • Massachusetts
Contract Type FiledApril 1st, 2002 Company Industry Jurisdiction
AGREEMENT betweenAgreement • April 1st, 2002 • Wave Systems Corp • Computer peripheral equipment, nec
Contract Type FiledApril 1st, 2002 Company Industry
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 6, 1998, between Wave Systems Corp., a Delaware corporation (the "Company"), and Combination Inc., a British Virgin...Registration Rights Agreement • March 19th, 1998 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledMarch 19th, 1998 Company Industry Jurisdiction
EXHIBIT 10.13 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of February 2, 2001 (this "Agreement"), by and between BIZ INTERACTIVE ZONE, INC., a Delaware corporation (the "Company"), and WAVE SYSTEMS CORP., a Delaware corporation...Stock Purchase Agreement • April 1st, 2002 • Wave Systems Corp • Computer peripheral equipment, nec • Delaware
Contract Type FiledApril 1st, 2002 Company Industry Jurisdiction
ARTICLE I DEFINITIONSSecurities Purchase Agreement • February 12th, 2004 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledFebruary 12th, 2004 Company Industry Jurisdiction
1 Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of December 27, 1996, by and among Wave Systems Corp., a Delaware corporation (the "Company"), and JNC Opportunity Fund Ltd.,...Registration Rights Agreement • January 8th, 1997 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledJanuary 8th, 1997 Company Industry Jurisdiction
EXHIBIT 10.19 EMPLOYMENT AGREEMENT AGREEMENT made this tenth day of November, 1998, effective as of November 15, 1998 (this "Agreement"), by and between WAVE SYSTEMS CORP., a Delaware corporation, with a principal place of business at 480 Pleasant...Employment Agreement • April 1st, 1999 • Wave Systems Corp • Computer peripheral equipment, nec
Contract Type FiledApril 1st, 1999 Company Industry
Exhibit 10.3 Dated:19th June 2002 5CT/Z07132/EJL/CRH SHARE PURCHASE AGREEMENT between Redwave plc as Vendor GlobalWave Group plc as Group and Wave Systems Corp. as Purchaser relating to the sale and purchase of the whole issued share capital of...Share Purchase Agreement • March 19th, 2003 • Wave Systems Corp • Computer peripheral equipment, nec
Contract Type FiledMarch 19th, 2003 Company Industry
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of April 30, 2003, by and among Wave Systems Corp., a Delaware corporation (the "Company"), and the purchasers listed on Schedule I hereto...Registration Rights Agreement • May 7th, 2003 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledMay 7th, 2003 Company Industry Jurisdiction
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 18th, 2013 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledMarch 18th, 2013 Company Industry JurisdictionThis 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, 2014Placement Agency Agreement • June 17th, 2014 • Wave Systems Corp • Computer peripheral equipment, nec • Minnesota
Contract Type FiledJune 17th, 2014 Company Industry Jurisdiction
EXHIBIT 4.1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTConvertible Preferred Stock Purchase Agreement • March 19th, 1998 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledMarch 19th, 1998 Company Industry Jurisdiction
EXHIBIT 99.1 Dated 19th June 2002 SHARE PURCHASE AGREEMENT between Redwave plc as vendor GlobalWave Group plc as group and Wave Systems Corp. as purchaser relating to the sale and purchase of the whole issued share capital of GlobalWave Limited and...Share Purchase Agreement • September 12th, 2002 • Wave Systems Corp • Computer peripheral equipment, nec
Contract Type FiledSeptember 12th, 2002 Company Industry
Exhibit 10.21 WAVE SYSTEMS CORP. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of March 23, 1999 by and among (i) Wave Systems Corp., a Delaware corporation (the "Company"), (ii) each person listed on...Registration Rights Agreement • April 12th, 1999 • Wave Systems Corp • Computer peripheral equipment, nec • Massachusetts
Contract Type FiledApril 12th, 1999 Company Industry Jurisdiction
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 1st, 2002 • Wave Systems Corp • Computer peripheral equipment, nec
Contract Type FiledApril 1st, 2002 Company Industry
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2013 • Wave Systems Corp • Computer peripheral equipment, nec
Contract Type FiledMarch 18th, 2013 Company IndustryThis 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 AgreementAt Market Issuance Sales Agreement • January 30th, 2012 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledJanuary 30th, 2012 Company Industry JurisdictionWave Systems Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with MLV & Co. LLC (“MLV”), as follows:
LOGO] WAVE SYSTEMS CO-MARKETING AGREEMENTCo-Marketing Agreement • April 1st, 2002 • Wave Systems Corp • Computer peripheral equipment, nec • California
Contract Type FiledApril 1st, 2002 Company Industry Jurisdiction
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 17th, 2005 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledMarch 17th, 2005 Company Industry JurisdictionThis 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
EXHIBIT 99.2 WAVE SYSTEMS CORP. SUBSCRIPTION AGREEMENT Redwave plc Ladies and Gentlemen: Pursuant to a Share Purchase Agreement, dated 19 June, 2002 (the "SHARE PURCHASE Agreement"), between Wave Systems Corp., a Delaware corporation (the "COMPANY"),...Subscription Agreement • September 12th, 2002 • Wave Systems Corp • Computer peripheral equipment, nec • Delaware
Contract Type FiledSeptember 12th, 2002 Company Industry Jurisdiction
CORPFIN LOGO]Placement Agency Agreement • August 3rd, 2004 • Wave Systems Corp • Computer peripheral equipment, nec • Georgia
Contract Type FiledAugust 3rd, 2004 Company Industry Jurisdiction
Warrants to Purchase 3,650,000 Shares Wave Systems Corp. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 27th, 2015 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledMay 27th, 2015 Company Industry JurisdictionWave 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 AGREEMENTRegistration Rights Agreement • November 25th, 2003 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledNovember 25th, 2003 Company Industry JurisdictionThis 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, 2009Placement Agency Agreement • July 22nd, 2009 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledJuly 22nd, 2009 Company Industry Jurisdiction
Warrant To Purchase Common StockWarrant to Purchase Common Stock • May 27th, 2015 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledMay 27th, 2015 Company Industry JurisdictionWave 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 ofSecurity Agreement • March 18th, 2013 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledMarch 18th, 2013 Company Industry JurisdictionTHIS 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 AGREEMENTSubscription Agreement • April 9th, 2009 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledApril 9th, 2009 Company Industry JurisdictionIf 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 AGREEMENTSecurities Purchase Agreement • December 17th, 2004 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledDecember 17th, 2004 Company Industry JurisdictionThis 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
AGREEMENTConvertible Preferred Stock Purchase Agreement • May 7th, 2003 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledMay 7th, 2003 Company Industry Jurisdiction
ARTICLE I.Payment and Registration Rights Agreement • July 23rd, 2001 • Wave Systems Corp • Computer peripheral equipment, nec • Delaware
Contract Type FiledJuly 23rd, 2001 Company Industry Jurisdiction
EXECUTION COPY ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of the 31st day of August, 2000, by and between Wave Systems Corp., a Delaware corporation, with a principal place of business at 480 Pleasant St.,...Asset Purchase Agreement • September 15th, 2000 • Wave Systems Corp • Computer peripheral equipment, nec • Massachusetts
Contract Type FiledSeptember 15th, 2000 Company Industry Jurisdiction
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • May 27th, 2008 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledMay 27th, 2008 Company Industry JurisdictionTHIS 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.