Exhibit 10.1
SUBSCRIPTION AGREEMENT
January 26, 2015
Wave Systems Corp.
480 Pleasant Street
Lee, MA 01238
The undersigned (the "Investor") hereby confirms its agreement with you as
follows:
1.This Subscription Agreement (this "Agreement") is made as of the date set
forth below between Wave Systems Corp., a Delaware corporation (the "Company"),
and the Investor.
2.The Company has authorized the sale and issuance to certain investors of (a)
up to _________________ shares of Class A Common Stock (the "Total Shares"), par
value $0.01 per share (the "Common Stock") for a purchase price of $0.65 per
share (the "Purchase Price") and (b) warrants, in substantially the form
attached hereto as Annex II (the "Warrants" and, collectively with the Total
Shares, the "Securities"), to purchase up to _____________ shares of Common
Stock at an exercise price of $0.70 per share (the "Exercise Price").
3.The offering and sale of the Securities (the "Offering") are being made
pursuant to the Company's registration statement including a base prospectus
(the "U.S. Base Prospectus") on Form S-3 (Registration No. 333-200316) filed
with the United States Securities and Exchange Commission (the "Commission")
(which, together with all amendments or supplements thereto is referred to
herein as the "Registration Statement") and a Prospectus Supplement containing
certain supplemental information regarding the Securities and terms of the
Offering that will be filed with the Commission (the "Prospectus Supplement").
4.The Company and the Investor agree that the Investor will purchase from the
Company and the Company will issue and sell to the Investor, for the aggregate
purchase price set forth below, (a) the number of shares of Common Stock set
forth below (the "Investor Shares") and (b) a Warrant to purchase the number of
shares of Common Stock set forth below (the "Investor Warrant" and, collectively
with the Investor Shares, the "Investor Securities"). The Investor Securities
shall be purchased pursuant to the Terms and Conditions for Purchase of
Securities attached hereto as Annex I and incorporated herein by this reference
as if fully set forth herein.
5.The transaction for the purchase of the Investor Shares with Security Research
Associates, Inc. ("SRA") will settle by using the Deposit Withdrawal Agent
Commission ("DWAC") system of The Depository Trust Company ("DTC")
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.
6.The Investor represents that, except as set forth below, (a) it has had no
position, office or other material relationship within the past three years with
the Company or any of its affiliates and (b) it has no direct or indirect
affiliation or association with any member of the Financial Industry Regulatory
Authority, Inc. Exceptions:
______________________________________________________________________________
(If no exceptions, write "none." If left blank, response will be deemed to be
"none.")
7.The Investor acknowledges that,