CONVERTIBLE BRIDGE INSTRUMENT AND WARRANT SUBSCRIPTION AGREEMENTConvertible Bridge Instrument and Warrant Subscription Agreement • September 29th, 2015 • Wave Systems Corp • Computer peripheral equipment, nec • Delaware
If and when accepted by Wave Systems Corp. (the “Company”), this Convertible Bridge Instrument and Warrant Subscription Agreement (this “Agreement”), when executed below, shall constitute a subscription for the purchase of an instrument substantially in the form attached hereto as Exhibit A (the “Bridge Instrument”) up to an aggregate amount (“Original Amount”) of $1,500,000, and Warrants to purchase shares of the Company’s Class A Common Stock (the “Equity Securities”), substantially in the form attached hereto as Exhibit B (the “Warrants”) (the Bridge Instruments and the Warrants are collectively referred to hereinafter as the “Securities”). A SUBSCRIBER (THE “INVESTOR”), BY EXECUTING BELOW, ACKNOWLEDGES THAT HE/SHE/IT UNDERSTANDS THAT THE COMPANY IS RELYING UPON THE ACCURACY AND COMPLETENESS HEREOF IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT AND TO SELL TO THE INVESTOR, IN COMPLIANCE WITH ITS OBLIGATIONS UNDER APPLICABLE SECURITIES LAWS.
ContractWarrant Agreement • September 29th, 2015 • Wave Systems Corp • Computer peripheral equipment, nec • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM.
