0001104659-06-010705 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 21st, 2006 • Wave Systems Corp • Computer peripheral equipment, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 15, 2006, 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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