SUBSCRIPTION AGREEMENTSubscription Agreement • May 27th, 2008 • 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:
COMMON STOCK PURCHASE WARRANTCommon 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.
