Warrant To Purchase Common StockWave Systems Corp • May 27th, 2015 • Computer peripheral equipment, nec • New York
Wave Systems Corp., a company organized under the laws of the Delaware (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)fully paid nonassessable shares of Class A Common Stock, par value $0.01 per share, of the Company ("Common Stock"), subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this "Warrant"), shall have
Warrants to Purchase 3,650,000 Shares Wave Systems Corp. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 27th, 2015 • Wave Systems Corp • Computer peripheral equipment, nec • New York
Wave Systems Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of (i) 7,300,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company and (ii) warrants (the “Firm Warrants”) to purchase up to 3,650,000 shares of Common Stock of the Company (the “Firm Warrant Shares”). The Company also proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriter an aggregate of up to (i) 1,095,000 shares of Common Stock (the “Additional Shares”) and/or (ii) warrants (the “Additional Warrants”) to purchase up to 547,500 shares of Common Stock of the Company (the “Additional Warrant Shares” and, together with the Firm Warrant Shares, the “Warrant Shares”), if and to the extent that the Underwriter shall have determined to exercise the right to purchase Addi
