Wave Systems Corp. (fka WAVXQ)

[jakes_dad]

Email from Jerry Feeney


Thank you for your email which I saw this morning. I have alerted the lawyers.



To answer your question below, the facts of the round were:

· $1M priced-at-market of prior close (which was $0.83 per share). This calculates to 1,204,820 shares.

· 50% warrant coverage (at exercise price of $0.83 per share). This calculates to 602,410 warrants.



(please also see original press release: http://www.wave.com/buzz/pr/wave-raise-1-million )



The correct version of the S-3 should state:



On March 12, 2013, Wave entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the selling stockholders pursuant to which Wave sold a total of 1,204,820 shares of Class A common stock, priced at $0.83 per share, for an aggregate purchase price of $1,000,000. The selling stockholders also received warrants to purchase up to 602,410 shares of Class A common stock at an exercise price of $0.83 per share.



I will follow-up with lawyers this morning to correct this filing.



Regards,



Jerry