0001104659-12-056640 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 10th, 2012 • Wave Systems Corp • Computer peripheral equipment, nec • New York

Settlement via “DWAC”: the Company shall instruct the Company’s transfer agent, American Stock Transfer & Trust Company, LLC (the “Transfer Agent”) to deliver Investor Shares registered in the Investor’s name and address as set forth in Exhibit A (below) at the Closing. The investor will need to instruct their representative at their broker to receive the shares via DWAC.

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August 7, 2012 Gerard T. Feeney Chief Financial Officer Wave Systems Corp.
Placement Agent Agreement • August 10th, 2012 • Wave Systems Corp • Computer peripheral equipment, nec
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