NOTE AND WARRANT PURCHASE
AGREEMENT
This Note and
Warrant Purchase Agreement (this “ Agreement ”)
is dated as of September 16, 2005 among Brillian Corporation, a
Delaware corporation (the “ Company ”), and
Syntax Groups Corporation, a California corporation (including its
successors and assigns, the “ Purchaser
”).
WHEREAS, subject
to the terms and conditions set forth in this Agreement and
pursuant to Section 4(2) of the Securities Act of 1933, as
amended (the “ Securities Act ”), and
Rule 506 promulgated thereunder, Company desires to issue and
sell to Purchaser, and Purchaser, desires to purchase from Company,
securities of the Company as more fully described in this
Agreement.
NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement,
and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, Company and Purchaser
agree as follows:
1.1
Definitions . In addition to the terms defined elsewhere in
this Agreement: (a) capitalized terms that are not otherwise
defined herein have the meanings given to such terms in the Notes
(as defined herein), and (b) the following terms have the
meanings indicated in this Section 1.1:
“
Action ” shall have the meaning ascribed to such term
in Section 3.1(j).
“
Affiliate ” means any Person that, directly or
indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a Person, as such
terms are used in and construed under Rule 144 promulgated
under the Securities Act.
“
Closing ” means the closing of the purchase and sale
of the Securities pursuant to Section 2.1.
“
Closing Date ” means the Trading Day when all of the
Transaction Documents have been executed and delivered by the
parties thereto, and all conditions precedent to (i) the
Purchaser’s obligations to purchase the Note, and
(ii) the Company’s obligations to deliver the Securities
have been satisfied or waived.
“
Commission ” means the Securities and Exchange
Commission.
“
Common Stock ” means the common stock of the Company,
par value $0.001 per share, and any other class of securities into
which such securities may hereafter have been reclassified or
changed into.
“
Common Stock Equivalents ” means any securities of the
Company or the Subsidiaries which would entitle the holder thereof
to acquire at any time Common Stock, including without limitation,
any debt, preferred stock, rights, options, warrants or
other
instrument that
is at any time convertible into or exchangeable for, or otherwise
entitles the holder thereof to receive, Common Stock.
“
Company Counsel ” means Greenberg Traurig,
LLP.
“
Disclosure Schedules ” shall have the meaning ascribed
to such term in Section 3.1.
“
Evaluation Date ” shall have the meaning ascribed to
such term in Section 3.1(r).
“
Exchange Act ” means the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated
thereunder.
“
GAAP ” shall have the meaning ascribed to such term in
Section 3.1(h).
“
Intellectual Property Rights ” shall have the meaning
ascribed to such term in Section 3.1(o).
“
Liens ” means a lien, charge, security interest,
encumbrance, right of first refusal, preemptive right or other
restriction.
“
Material Adverse Effect ” shall have the meaning
assigned to such term in Section 3.1(b).
“
Material Permits ” shall have the meaning ascribed to
such term in Section 3.1(m).
“
Maximum Rate ” shall have the meaning ascribed to such
term in Section 5.17.
“
Note ” means the multiple advance, non-revolving
promissory note in the principal amount of $3,000,0000 issued by
the Company to the Purchaser hereunder, in the form of Exhibit
A .
“
Person ” means an individual or corporation,
partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of
any kind.
“
Proceeding ” means an action, claim, suit,
investigation or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), whether
commenced or threatened.
“
Purchaser Party ” shall have the meaning ascribed to
such term in Section 4.11.
“
Required Approvals ” shall have the meaning ascribed
to such term in Section 3.1(e).
“
Required Minimum ” means, as of any date, the maximum
aggregate number of shares of Common Stock then issued or
potentially issuable in the future pursuant to the
2
Transaction
Documents, including any Underlying Shares issuable upon exercise
in full of all Warrants and Underlying Shares issuable as payment
of interest on the Note.
“
Rule 144 ” means Rule 144 promulgated by the
Commission pursuant to the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same
effect as such Rule.
“
SEC Reports ” shall have the meaning ascribed to such
term in Section 3.1(h).
“
Securities ” means the Notes, the Warrants, and the
Underlying Shares.
“
Securities Act ” means the Securities Act of 1933, as
amended.
“
Subsidiary ” means any subsidiary of the Company as
set forth on Schedule 3.1(a) .
“
Trading Day ” means a day on which the Common Stock is
traded on a Trading Market.
“
Trading Market ” means the following markets or
exchanges on which the Common Stock is listed or quoted for trading
on the date in question: the National Market, the American Stock
Exchange, the New York Stock Exchange or the Nasdaq Small Cap
Market.
“
Transaction Documents ” means this Agreement, the
Notes, the Warrants, and any other documents or agreements executed
in connection with the transactions contemplated
hereunder.
“
Underlying Shares ” means the shares of Common Stock
issuable upon exercise of the Warrants and issuable in lieu of the
cash payment of interest on the Notes.
“
VWAP ” means, for any date, the price determined by
the first of the following clauses that applies: (a) if the
Common Stock is then listed or quoted on a Trading Market, the
daily volume weighted average price of the Common Stock for such
date (or the nearest preceding date) on the Trading Market on which
the Common Stock is then listed or quoted as reported by Bloomberg
Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time
to 4:02 p.m. Eastern Time); (b) if the Common Stock is not then
listed or quoted on a Trading Market and if prices for the Common
Stock are then quoted on the OTC Bulletin Board, the volume
weighted average price of the Common Stock for such date (or the
nearest preceding date) on the OTC Bulletin Board; (c) if the
Common Stock is not then listed or quoted on the OTC Bulletin Board
and if prices for the Common Stock are then reported in the
“Pink Sheets” published by the Pink Sheets, LLC (or a
similar organization or agency succeeding to its functions of
reporting prices), the most recent bid price per share of the
Common Stock so reported; or (c) in all other cases, the fair
market value of a share of Common Stock as determined by an
independent appraiser selected in good faith by the Purchaser and
reasonably acceptable to the Company.
“
Warrants ” means collectively the Common Stock
purchase warrants, in the form of Exhibit B delivered to the
Purchaser at the Closing in accordance with Section 2.2(a)
hereof,
3
which Warrants
shall be exercisable 181 days following the date thereof and
have a term of exercise equal to five years.
PURCHASE AND SALE
2.1 Closing
. On the Closing Date, upon the terms and subject to the conditions
set forth herein, concurrent with the execution and delivery of
this Agreement, the Company agrees to sell, and Purchaser agrees to
purchase, the Note. Purchaser shall deliver to the Company via wire
transfer or a certified check immediately available funds equal to
$750,000, representing the first advance under the Note, and the
Company shall deliver to Purchaser the Note and Warrants as
determined pursuant to Section 2.2(a). Upon satisfaction of
the conditions set forth in Sections 2.2 and 2.3, the Closing
shall occur at the offices of Company Counsel, or such other
location as the parties shall mutually agree.
(a) On
the Closing Date, the Company shall deliver or cause to be
delivered to each Purchaser the following:
(i) this
Agreement duly executed by the Company;
(ii) the
Note registered in the name of Purchaser; and
(iii) a
Warrant registered in the name of Purchaser to purchase up to
37,500 shares of Common Stock, with an exercise price equal to the
VWAP on the Closing Date plus $0.13, subject to adjustment as
provided therein.
(b) On
the Closing Date, Purchaser shall deliver or cause to be delivered
to the Company the following:
(i) this
Agreement duly executed by Purchaser; and
(ii) $750,000
by wire transfer to the account as specified in writing by the
Company, representing the first advance under the Note.
(c) After
the Closing Date, pursuant to the terms of the Note, Purchaser will
make nine additional advances of $250,000 each on the dates
specified in the Note. Upon receipt of each additional advance, the
Company will issue a Warrant registered in the name of Purchaser to
purchase up to 12,500 shares of Common Stock, with an exercise
price equal to the VWAP on the date the additional advance is made
plus $0.13, subject to adjustment as provided therein.
2.3 Closing
Conditions . (a) The obligations of the Company hereunder
in connection with the Closing are subject to the following
conditions being met:
4
(i) the
accuracy in all material respects when made and on the Closing Date
of the representations and warranties of the Purchaser contained
herein;
(ii) all
obligations, covenants and agreements of the Purchaser required to
be performed at or prior to the Closing Date shall have been
performed; and
(iii) the
delivery by the Purchaser of the items set forth in
Section 2.2(b) of this Agreement.
(b) The
obligations of the Purchaser hereunder in connection with the
Closing are subject to the following conditions being
met:
(i) the
accuracy in all material respects on the Closing Date of the
representations and warranties of the Company contained
herein;
(ii) all
obligations, covenants and agreements of the Company required to be
performed at or prior to the Closing Date shall have been
performed;
(iii) the
delivery by the Company of the items set forth in
Section 2.2(a) of this Agreement; and
(iv) there
shall have been no Material Adverse Effect with respect to the
Company since the date hereof.
REPRESENTATIONS AND
WARRANTIES
3.1
Representations and Warranties of the Company . Except as
set forth under the corresponding section of the disclosure
schedules delivered to the Purchaser concurrently herewith (the
“ Disclosure Schedules ”) which Disclosure
Schedules shall be deemed a part hereof, the Company hereby makes
the representations and warranties set forth below to
Purchaser.
(a)
Subsidiaries . All of the direct and indirect subsidiaries
of the Company are set forth on Schedule 3.1(a) . The
Company owns, directly or indirectly, all of the capital stock or
other equity interests of each Subsidiary free and clear of any
Liens, and all the issued and outstanding shares of capital stock
of each Subsidiary are validly issued and are fully paid,
non-assessable and free of preemptive and similar rights to
subscribe for or purchase securities. If the Company has no
subsidiaries, then references in the Transaction Documents to the
Subsidiaries will be disregarded.
(b)
Organization and Qualification . The Company and each of the
Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization (as applicable),
with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently
conducted. Neither the Company nor any Subsidiary is in violation
or default of any of the provisions of its respective certificate
or articles of incorporation, bylaws or other organizational or
charter documents. Each of the Company and the Subsidiaries is
duly
5
qualified to
conduct business and is in good standing as a foreign corporation
or other entity in each jurisdiction in which the nature of the
business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good
standing, as the case may be, could not have or reasonably be
expected to result in (i) a material adverse effect on the
legality, validity or enforceability of any Transaction Document,
(ii) a material adverse effect on the results of operations,
assets, business, prospects or financial condition of the Company
and the Subsidiaries, taken as a whole, or (iii) a material
adverse effect on the Company’s ability to perform in any
material respect on a timely basis its obligations under any
Transaction Document (any of (i), (ii) or (iii), a “
Material Adverse Effect ”) and no Proceeding has been
instituted in any such jurisdiction revoking, limiting or
curtailing or seeking to revoke, limit or curtail such power and
authority or qualification.
(c)
Authorization; Enforcement . The Company has the requisite
corporate power and authority to enter into and to consummate the
transactions contemplated by each of the Transaction Documents and
otherwise to carry out its obligations thereunder. The execution
and delivery of each of the Transaction Documents by the Company
and the consummation by it of the transactions contemplated thereby
have been duly authorized by all necessary action on the part of
the Company and no further action is required by the Company in
connection therewith other than in connection with the Required
Approvals. Each Transaction Document has been (or upon delivery
will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof, will constitute the valid and
binding obligation of the Company enforceable against the Company
in accordance with its terms except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors’
rights generally and (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other
equitable remedies.
(d)
No Conflicts . The execution, delivery and performance of
the Transaction Documents by the Company and the consummation by
the Company of the other transactions contemplated thereby do not
and will not: (i) conflict with or violate any provision of the
Company’s or any Subsidiary’s certificate or articles
of incorporation, bylaws or other organizational or charter
documents, or (ii) conflict with, or constitute a default (or
an event that with notice or lapse of time or both would become a
default) under, result in the creation of any Lien upon any of the
properties or assets of the Company or any Subsidiary, or give to
others any rights of termination, amendment, acceleration or
cancellation (with or without notice, lapse of time or both) of,
any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other
understanding to which the Company or any Subsidiary is a party or
by which any property or asset of the Company or any Subsidiary is
bound or affected, or (iii) subject to the Required Approvals,
conflict with or result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority to which the
Company or a Subsidiary is subject (including federal and state
securities laws and regulations), or by which any property or asset
of the Company or a Subsidiary is bound or affected; except in the
case of each of clauses (ii) and (iii), such as could not have
or reasonably be expected to result in a Material Adverse
Effect.
(e)
Filings, Consents and Approvals . The Company is not
required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration with, any
court or other federal, state, local or other governmental
authority or other
6
Person in
connection with the execution, delivery and performance by the
Company of the Transaction Documents, other than (i) filings
required pursuant to Section 4.6, (ii) the filing of
Form D with the Commission and such filings as are required to
be made under applicable state securities laws, and (iii) any
required consents of the Company’s existing lenders
(collectively, the “ Required Approvals
”).
(f)
Issuance of the Securities . The Securities are duly
authorized and, when issued and paid for in accordance with the
applicable Transaction Documents, will be duly and validly issued,
fully paid and nonassessable, free and clear of all Liens imposed
by the Company other than restrictions on transfer provided for in
the Transaction Documents. The Underlying Shares, when issued in
accordance with the terms of the Transaction Documents, will be
validly issued, fully paid and nonassessable, free and clear of all
Liens imposed by the Company. The Company has reserved from its
duly authorized capital stock a number of shares of Common Stock
for issuance of the Underlying Shares at least equal to the
Required Minimum on the date hereof.
(g)
Capitalization . The capitalization of the Company is as set
forth on Schedule 3.1(g) . The Company has not issued
any capital stock since its most recently filed periodic report
under the Exchange Act, other than pursuant to the exercise of
employee stock options under the Company’s stock option
plans, the issuance of shares of Common Stock to employees pursuant
to the Company’s employee stock purchase plan and pursuant to
the conversion or exercise of outstanding Common Stock Equivalents.
No Person has any right of first refusal, preemptive right, right
of participation, or any similar right to participate in the
transactions contemplated by the Transaction Documents. Except as a
result of the purchase and sale of the Securities, there are no
outstanding options, warrants, script rights to subscribe to, calls
or commitments of any character whatsoever relating to, or
securities, rights or obligations convertible into or exchangeable
for, or giving any Person any right to subscribe for or acquire,
any shares of Common Stock, or contracts, commitments,
understandings or arrangements by which the Company or any
Subsidiary is or may become bound to issue additional shares of
Common Stock or Common Stock Equivalents. The issuance and sale of
the Securities will not obligate the Company to issue shares of
Common Stock or other securities to any Person (other than
Purchaser) and will not result in a right of any holder of Company
securities to adjust the exercise, conversion, exchange or reset
price under such securities. All of the outstanding shares of
capital stock of the Company are validly issued, fully paid and
nonassessable, have been issued in compliance with all federal and
state securities laws, and none of such outstanding shares was
issued in violation of any preemptive rights or similar rights to
subscribe for or purchase securities. No further approval or
authorization of any stockholder, the Board of Directors of the
Company or others is required for the issuance and sale of the
Securities. There are no stockholders agreements, voting agreements
or other similar agreements with respect to the Company’s
capital stock to which the Company is a party or, to the knowledge
of the Company, between or among any of the Company’s
stockholders.
(h)
SEC Reports; Financial Statements . The Company has filed
all reports, schedules, forms, statements and other documents
required to be filed by it under the Securities Act and the
Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the two years preceding the date hereof (or such shorter period
as the Company was required by law to file such material) (the
foregoing materials, including the exhibits thereto and
documents
7
incorporated by
reference therein, being collectively referred to herein as the
“ SEC Reports ”) on a timely basis or has
received a valid extension of such time of filing and has filed any
such SEC Reports prior to the expiration of any such extension. As
of their respective dates, the SEC Reports complied in all material
respects with the requirements of the Securities Act and the
Exchange Act and the rules and regulations of the Commission
promulgated thereunder, and none of the SEC Reports, when filed,
contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances
under which they were made, not misleading. The financial
statements of the Company included in the SEC Reports comply in all
material respects with applicable accounting requirements and the
rules and regulations of the Commission with respect thereto as in
effect at the time of filing. Such financial statements have been
prepared in accordance with United States generally accepted
accounting principles applied on a consistent basis during the
periods involved (“ GAAP ”), except as may be
otherwise specified in such financial statements or the notes
thereto and except that unaudited financial statements may not
contain all footnotes required by GAAP, and fairly present in all
material respects the financial position of the Company and its
consolidated subsidiaries as of and for the dates thereof and the
results of operations and cash flows for the periods then ended,
subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments.
(i)
Material Changes . Since the date of the latest audited
financial statements included within the SEC Reports, except as
specifically disclosed in the SEC Reports, (i) there has been
no event, occurrence or development that has had or that could
reasonably be expected to result in a Material Adverse Effect,
(ii) the Company has not incurred any liabilities (contingent
or otherwise) other than (A) trade payables and accrued expenses
incurred in the ordinary course of business consistent with past
practice and (B) liabilities not required to be reflected in
the Company’s financial statements pursuant to GAAP or
required to be disclosed in filings made with the Commission, (iii)
the Company has not altered its method of accounting, (iv) the
Company has not declared or made any dividend or distribution of
cash or other property to its stockholders or purchased, redeemed
or made any agreements to purchase or redeem any shares of its
capital stock and (v) the Company has not issued any equity
securities to any officer, director or Affiliate, except pursuant
to existing Company stock option plans. The Company does not have
pending before the Commission any request for confidential
treatment of information.
(j)
Litigation . There is no action, suit, inquiry, notice of
violation, proceeding or investigation pending or, to the knowledge
of the Company, threatened against or affecting the Company, any
Subsidiary or any of their respective properties before or by any
court, arbitrator, governmental or administrative agency or
regulatory authority (federal, state, county, local or foreign)
(collectively, an “ Action ”) which
(i) adversely affects or challenges the legality, validity or
enforceability of any of the Transaction Documents or the
Securities or (ii) could, if there were an unfavorable
decision, have or reasonably be expected to result in a Material
Adverse Effect. Neither the Company nor any Subsidiary, nor, to the
knowledge of the Company, any director or officer thereof, is or
has been the subject of any Action involving a claim of violation
of or liability under federal or state securities laws or a claim
of breach of fiduciary duty. There has not been, and to the
knowledge of the Company, there is not pending or contemplated, any
investigation by the Commission involving the Company or, to the
knowledge of the Company, any current or former director or officer
of the Company. The Commission has not issued any
8
stop order or
other order suspending the effectiveness of any registration
statement filed by the Company or any Subsidiary under the Exchange
Act or the Securities Act.
(k)
Labor Relations . No material labor dispute exists or, to
the knowledge of the Company, is imminent with respect to any of
the employees of the Company which could reasonably be expected to
result in a Material Adverse Effect.
(l)
Compliance . Neither the Company nor any Subsidiary
(i) is in default under or in violation of (and no event has
occurred that has not been waived that, with notice or lapse of
time or both, would result in a default by the Company or any
Subsidiary under), nor has the Company or any Subsidiary received
notice of a claim that it is in default under or that it is in
violation of, any indenture, loan or credit agreement or any other
agreement or instrument to which it is a party or by which it or
any of its properties is bound (whether or not such default or
violation has been waived), (ii) is in violation of any order
of any court, arbitrator or governmental body, or (iii) is or has
been in violation of any statute, rule or regulation of any
governmental authority, including without limitation all foreign,
federal, state and local laws applicable to its business except in
each case as could not have a Material Adverse Effect.
(m)
Regulatory Permits . The Company and the Subsidiaries
possess all certificates, authorizations and permits issued by the
appropriate federal, state, local or foreign regulatory authorities
necessary to conduct their respective businesses as described in
the SEC Reports, except where the failure to possess such permits
could not have or reasonably be expected to result in a Material
Adverse Effect (“ Material Permits ”), and
neither the Company nor any Subsidiary has received any notice of
proceedings relating to the revocation or modification of any
Material Permit.
(n)
Title to Assets . The Company and the Subsidiaries have good
and marketable title in fee simple to all real property owned by
them that is material to the business of the Company and the
Subsidiaries and good and marketable title in all personal property
owned by them that is material to the business of the Company and
the Subsidiaries, in each case free and clear of all Liens, except
for Liens as do not materially affect the value of such property
and do not materially interfere with the use made and proposed to
be made of such property by the Company and the Subsidiaries and
Liens for the payment of federal, state or other taxes, the payment
of which is neither delinquent nor subject to penalties. Any real
property and facilities held under lease by the Company and the
Subsidiaries are held by them under valid, subsisting and
enforceable leases of which the Company and the Subsidiaries are in
compliance.
(o)
Patents and Trademarks . The Company and the Subsidiaries
have, or have rights to use, all patents, patent applications,
trademarks, trademark applications, service marks, trade names,
copyrights, licenses and other similar rights necessary or material
for use in connection with their respective businesses as described
in the SEC Reports and which the failure to so have could have a
Material Adverse Effect (collectively, the “ Intellectual
Property Rights ”). Neither the Company nor any
Subsidiary has received a written notice that the Intellectual
Property Rights used by the Company or any Subsidiary violates or
infringes upon the rights of any Person. To the knowledge of the
Company, all such Intellectual Property Rights are enforceable and
there is no existing infringement by another Person of any of the
Intellectual Property Rights of others.
9
(p)
Insurance . The Company and the Subsidiaries are insured by
insurers of recognized financial responsibility against such losses
and risks and in such amounts as are prudent and customary in the
businesses in which the Company and the Subsidiaries are engaged,
including, but not limited to, directors and officers insurance
coverage. To the best of Company’s knowledge, such insurance
contracts and policies are accurate and complete. Neither the
Company nor any Subsidiary has any reason to believe that it will
not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar
insurers as may be necessary to continue its business without a
significant increase in cost.
(q)
Transactions With Affiliates and Employees . Except as set
forth in the SEC Reports, none of the officers or directors of the
Company and, to the knowledge of the Company, none of the employees
of the Company is presently a party to any transaction with the
Company or any Subsidiary (other than for services as employees,
officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by,
providing for rental of real or personal property to or from, or
otherwise requiring payments to or from any officer, director or
such employee or, to the knowledge of the Company, any entity in
which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee or partner, in each
case in excess of $60,000 other than (i) for payment of salary
or consulting fees for services rendered, (ii) reimbursement
for expenses incurred on behalf of the Company and (iii) for
other employee benefits, including stock option agreements under
any stock option plan of the Company.
(r)
Sarbanes-Oxley; Internal Accounting Controls . The Company
is in material compliance with all provisions of the Sarbanes-Oxley
Act of 2002 which are applicable to it as of the Closing Date. The
Company and the Subsidiaries maintain a system of internal
accounting controls sufficient to provide reasonable assurance that
(i) transactions are executed in accordance with management’s
general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in
conformity with GAAP and to maintain asset accountability,
(iii) access to assets is permitted only in accordance with
management’s general or specific authorization, and
(iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. The Company has
established disclosure controls and procedures (as defined in
Exchange Act R
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