Waiver and Acknowledgment Agreement Regarding SSP Solutions, Inc. Stock Option Grants

Summary

This agreement is between SSP Solutions, Inc. and several investors, including Crestview Capital Fund, Crestview Capital Fund II, Crestview Offshore Fund, Robert Geras, Richard P. Kiphart, Nefilim Associates, LLC, and Wave Systems Corp. The investors acknowledge that SSP's board is granting stock options to non-employee directors and agree that these grants do not violate any existing agreements with SSP. The investors also confirm that the option grants will not trigger any anti-dilution or penalty provisions in their investment agreements.

EX-10.31 6 ssp_10kex10-31.txt EXHIBIT 10.31 Waiver and Acknowledgment By signing below, each of the undersigned (each, an "Investor") hereby acknowledges that the board of directors of SSP Solutions, Inc. ("SSP") is granting options to purchase up to an aggregate of 490,000 shares of common stock of SSP to its non-employee directors at an exercise price equal to 85% of the last sale price of a share of SSP common stock on the day preceding the grant date pursuant to the terms of SSP's Amended and Restated 1999 Stock Option Plan. Each of the undersigned further acknowledges and agrees that: (i) the terms of the above-referenced option grants do not and will not conflict with or violate the provisions of any agreement between SSP and such Investor, including without limitation, the 10% secured convertible promissory notes due December 31, 2005 and related warrants, the Termination Agreement and Mutual Release dated as of September 30, 2002 by and among SSP, BIZ Interactive Zone, Inc., and Wave Systems Corp., and any agreements or instruments related to those notes, warrants and agreements ("Investment Agreements"); and (ii) the grant and the exercise of the options shall be deemed not to trigger any anti-dilution or other adjustment or penalty provisions contained in the Investment Agreements. Crestview Capital Fund, L.P. c/o Kingsport Capital Partners, LLC By:_/S/_STEWART FLINK________ 95 Revere Drive, Suite F Northbrook, Illinois 60062 Title:_ MANAGING MEMBER______ Attn: Richard Levy Telecopy: (847) 559-5807 Date: _____1/28/03______ Crestview Capital Fund II, L.P. c/o Kingsport Capital Partners, LLC By:_/S/_ STEWART FLINK ______ 95 Revere Drive, Suite F Northbrook, Illinois 60062 Title:___ MANAGING MEMBER____ Attn: Richard Levy Telecopy: (847) 559-5807 Date: _______1/28/03____ Crestview Offshore Fund, Inc. By:_/S/__ STEWART FLINK _____ c/o Kingsport Capital Partners, LLC 95 Revere Drive, Suite F Title:____ MANAGING MEMBER___ Northbrook, Illinois 60062 Attn: Richard Levy Date: _______1/28/03____ Telecopy: (847) 559-5807 Robert Geras c/o Kingsport Capital Partners, LLC ______ _____ 95 Revere Drive, Suite F Robert Geras Northbrook, Illinois 60062 Attn: Richard Levy Date: _______________________ Telecopy: (847) 559-5807 Richard P. Kiphart c/o William Blair & Company ___/S/__ Richard P. Kiphart _ 222 West Adams Street Richard P. Kiphart Chicago, Illinois 60606 Telecopy: (312) 368-9418 Date: ______1/28/03_____ Nefilim Associates, LLC c/o Sandy Tennant By:__ ____ 130 Atlantic Avenue Swampscott, Massachusetts 01907 Title:_______________________ Telecopy: (781) 593-4488 Date: ___________ Wave Systems Corp. 480 Pleasant Street By:__/S/_Steven Sprague______ Lee, Massachusetts 01238 Attention: President Title:___CEO_________________ Telecopy: (413) 243-0045 Date: _1/29/03________