SHARE PURCHASE AGREEMENT by and among Wave Systems Corp. (the “Buyer”) Safend Ltd. (the “Company”) the Shareholders on Exhibit A hereto (the “Selling Shareholders”) and P. Weinberg &Co. (as the “Representative”) Effective as of September 22, 2011Share Purchase Agreement • September 23rd, 2011 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Contract Type FiledSeptember 23rd, 2011 Company Industry JurisdictionTHIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 22, 2011 (the “Agreement Date”) by and among Wave Systems Corp., a Delaware corporation (“Buyer”), Safend Ltd., a company incorporated under the laws of Israel (the “Company”), each holder of Company Shares (as defined below) identified on Exhibit A attached hereto (each a “Selling Shareholder” and collectively, the “Selling Shareholders”), and P. Weinberg &Co., as Representative with respect to the provisions hereof which specifically refer to such Representative (the “Representative”). Each of Company, Buyer and the Selling Shareholders shall be known herein as a “Party” and collectively as the “Parties.