SUBSCRIPTION AGREEMENTSubscription Agreement • March 3rd, 2008 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Research Associates, Inc. through DTC and simultaneously therewith payment shall be made from such account(s) by Security Research Associates, Inc. to the Company).
COMMON STOCK PURCHASE WARRANT To Purchase [ ] Shares of Class A Common Stock ofCommon Stock Purchase Warrant • March 3rd, 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 fifth (5th) 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.
