Wave to Complete $1,276,800 Series K Convertible Preferred Stock Financing

Lee, MA — December 26, 2008 — Wave Systems Corp. (NASDAQ: WAVX; www.wave.com), a leading developer of trusted computing solutions and services, announced that it is selling to investors a total of 456 shares of newly designated 8% Series K Convertible Preferred Stock at a price of $2,800 per share, yielding gross proceeds in the amount of $1,276,800.

Each share of Series K Convertible Preferred Stock will be convertible into 10,000 shares of Wave Class A common stock upon the election of the holder at any time or automatically on the date on which the average closing price per share of Wave Class A common stock for the 15 consecutive trading day period then ended equals or exceeds $0.70. In the aggregate, the Series K Convertible Preferred Stock is convertible into 4,560,000 shares of Wave’s Class A common stock. Dividends will accrue at 8% per annum and will be paid in cash semi-annually.

Additionally, for each share of Series K Convertible Preferred Stock purchased, the investor will also receive warrants to purchase 2,500 shares of Class A common stock at an exercise price of $0.28 per share. The warrants are exercisable for three years beginning on the date of the initial issuance of the warrants.

The Series K Convertible Preferred Stock has no anti-dilution protection (other than proportionate adjustments for stock splits and similar events). Prior to conversion, the Series K Convertible Preferred Stock will have no voting rights other than consent rights in respect of modifications to the terms of the Series K Convertible Preferred Stock.

Security Research Associates acted as placement agent in connection with the offering. The securities offered are being issued under a $25 million shelf registration statement declared effective by the Securities and Exchange Commission on June 23, 2008. A prospectus supplement related to the public offering will be filed with the Securities and Exchange Commission.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About Security Research Associates

Security Research Associates (SRA) was founded in San Francisco in 1980 and today offers both investment banking and institutional brokerage services. A boutique firm by design, SRA works with a select group of portfolio managers from around the country and focuses on technology and life science companies in the micro and small cap arenas. For more information, visit www.sracap.com.

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About Wave Systems Corp.

Wave is a pioneer in hardware-based PC security that provides software to help solve critical enterprise PC security challenges such as data protection, strong authentication, network access control and the management of these enterprise functions.  Wave is a founding member of the Trusted Computing Group (TCG), a consortium of more than 100 companies that forged open standards for hardware security.  Wave’s EMBASSY® line of client- and server-side software leverages and manages the security functions of the TCG’s industry standard hardware security chip, the Trusted Platform Module (TPM) as well as hard drives that comply with TCG’s “Opal” self-encrypting drive (SED) standard.  Self-encrypting drives are a growing segment of the data protection market, offering increased security and better performance than most existing software-based encryption solutions.  TPMs are standard equipment on many enterprise-class PCs shipping today and have shipped on an estimated 300 million PCs worldwide.  Using TPMs and/or SEDs and Wave software, enterprises can substantially and cost-effectively strengthen their current security solutions.  Visit http://www.wave.com for more information.

Safe Harbor for Forward Looking Statements

Under the Private Securities Litigation Reform Act of 1995. This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), including all statements that are not statements of historical fact regarding the intent, belief or current expectations of the company, its directors or its officers with respect to, among other things: (i) the company’s financing plans; (ii) trends affecting the company’s financial condition or results of operations; (iii) the company’s growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend" and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the company’s ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.

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For more information please contact:

Company:
Gerard T. Feeney, CFO
Wave Systems Corp.
413-243-1600
info@wave.com