edit: goinup - vig can = 39% APR
if Wave fails to pay the 2% monthly w/in 7 days of any due date, an additional 15% APR kicks in on top of the 24% -- all amounts are also pro-rated in the event that the amount due is for a portion of any month.
edit:
EXHIBIT 10.2 - REGISTRATION RIGHTS AGREEMENT sec. 2 (b)
If: (i) the Registration Statement is not filed on or prior to its Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed,” or not subject to further review, or (iii) prior to the Effectiveness Date, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of the Registration Statement within 10 Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for the Registration Statement to be declared effective, or (iv) the Registration Statement filed or required to be filed hereunder is not declared effective by the Commission by the Effectiveness Date, or (v) after the Effectiveness Date, the Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for 10 consecutive Trading Days or in any individual case an aggregate of 15 Trading Days during any 12 month period (which need not be consecutive Trading Days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 10 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 Trading Day period, as applicable, is exceeded being referred to as “Event Date”), then, on each such Event Date and every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% per month of (i) the Subscription Amount paid by such Holder pursuant to the Purchase Agreement for Registrable Securities then held by such Holder and covered (or to be covered) by the Registration Statement, and (ii) if the Warrants are “in the money” and then held by the Holder, the value of any outstanding Warrants (valued at the difference between the average Closing Price during the applicable month and the Exercise Price multiplied by the number of shares of Common Stock the Warrants are exercisable into).
3
If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a pro-rata basis for any portion of a month prior to the cure of an Event.
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IMO there was nothing in the language that negated the possibility that 3 months worth of liquidated damages are due on day 91 (next tuesday, also day 1 of IDF). & w/the additional 15% APR provision, it seems to follow my conjecture that the PPers had Wave by the short ones when this deal was negotiated.
it would also seem that they have to re-file w/amended docs considering the multiple class action claims which are not yet referenced.
& considering that monday is a federal holiday, it is certain that the SEC wouldn't even touch Wave's filings (until tuesday at the earliest). meanwhile, Wave will be doing another ETS demo... just as they did this time last year (w/no measurable sales in between).
the NSM teases seem sorta interesting though -- we'll see if dubble dee's info is any more accurate than peterparker's, or giftforshareholders, or 2leelake, et al.
where's the devilhimself?
