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EXHIBIT 10.38
SENIOR NOTE AND WARRANT PURCHASE AGREEMENT
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SENIOR NOTE AND WARRANT PURCHASE AGREEMENT
As of January 31, 2005
To the Persons listed on Exhibit 1.1A
hereto (each a "Purchaser," and,
collectively, the "Purchasers")
Re: Senior Secured Notes and Warrants of WARP TECHNOLOGY
HOLDINGS,
INC.
Gentlemen:
WARP TECHNOLOGY HOLDINGS,
INC. (the "Company"), a Nevada corporation,
agrees with each of you as follows:
ARTICLE I
DEFINITIONS
1.1
Definitions. In addition to those terms defined above and elsewhere
in
this Agreement, for the purposes of this
Agreement, the following terms shall
have the meanings set forth below:
"Affiliate" means, with respect to any Person, any other Person
which directly or indirectly through one or
more intermediaries Controls, is
controlled by, or is under common control
with, such Person.
"Agreement" means this Senior Note and Warrant Purchase
Agreement.
"Amendment" means an Amendment to the Company's Articles of
Incorporation, to increase the Company's
authorized shares of Common Stock.
"Business Day" means a day, other than a Saturday or Sunday, on
which banks in New York City are open for
the general transaction of business.
"Company's Knowledge" means the actual knowledge of the
executive
officers (as defined in Rule 405 under the
Securities Act) of the Company, after
due inquiry.
"Confidential Information" means trade secrets, confidential
information and know-how (including but not
limited to ideas, formulae,
compositions, processes, procedures and
techniques, research and development
information, computer program code,
performance specifications, support
documentation, drawings, specifications,
designs, business and marketing plans,
and customer and supplier lists and related
information).
"Collateral Agent" means Crestview Master Capital Master, LLC
and
any successor collateral agent under the
Collateral Agency Agreement.
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"Collateral Agency Agreement" means the Collateral Agency
Agreement
of this date among the Company, Collateral
Agent, the Purchasers and the
purchasers of certain subordinated notes
issued by the Company simultaneously
with the issuance of the Notes.
"Control" (including the terms "controlling", "controlled by"
or
"under common control with") means the
possession, direct or indirect, of the
power to direct or cause the direction of
the management and policies of a
Person, whether through the ownership of
voting securities, by contract or
otherwise.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute, and the
rules and regulations promulgated
thereunder.
"Gupta Purchase Agreement" means that certain Membership
Interest
Purchase Agreement, described in the SEC
Filings, as assigned to and assumed by
the Company, and as amended, which provides
for the acquisition of the
membership interests of Gupta.
"Intellectual Property" means all of the following: (i)
patents,
patent applications, patent disclosures and
inventions (whether or not
patentable and whether or not reduced to
practice); (ii) trademarks, service
marks, trade dress, trade names, corporate
names, logos, slogans and Internet
domain names, together with all goodwill
associated with each of the foregoing;
(iii) copyrights and copyrightable works;
(iv) registrations, applications and
renewals for any of the foregoing; and (v)
proprietary computer software
(including but not limited to data, data
bases and documentation).
"Intercreditor Agreement" means the Intercreditor and
Subordination
Agreement of this date among the Company,
Collateral Agent, the Purchasers and
the purchasers of certain subordinated
notes issued by the Company
simultaneously with the issuance of the
Notes.
"Material Adverse Effect" means a material adverse effect on (i)
the
assets, liabilities, results of operations,
condition (financial or otherwise),
business, or prospects of the Company and
its Subsidiaries taken as a whole, or
(ii) the ability of the Company to perform
its obligations under the Transaction
Documents.
"Person" means an individual, corporation, partnership, limited
liability company, trust, business trust,
association, joint stock company,
joint venture, sole proprietorship,
unincorporated organization, governmental
authority or any other form of entity not
specifically listed herein.
"SEC Filings" has the meaning set forth in Section 4.6.
"Securities" means the Notes, the Warrants and the Warrant
Shares.
"Securities Act" means the Securities Act of 1933, as amended,
or
any successor statute, and the rules and
regulations promulgated thereunder.
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"Security Agreement" means the Senior Security Agreement, dated
as
of the date of the closing, between the
Company and Collateral Agent.
"Subsidiary" of any Person means another Person, an amount of
the
voting securities, other voting ownership
or voting partnership interests of
which is sufficient to elect at least a
majority of its Board of Directors or
other governing body (or, if there are no
such voting interests, 50% or more of
the equity interests of which) is owned
directly or indirectly by such first
Person. For the avoidance of doubt, Gupta
is not included in any reference to
"Subsidiaries" of the Company.
"Transaction Documents" means this Agreement, the Notes, the
Warrants, the Security Agreement, the
Collateral Agency Agreement, the
Intercreditor Agreement, the Subsidiary
Guaranty, the Senior Subsidiary Security
Agreement and the Intellectual Property
Security Agreement.
"Warrants" shall mean the Initial Warrants and, if issued, the
Additional Warrants.
"Warrant Shares" means the shares of capital stock of the
Company
issuable upon the exercise of the
Warrants.
ARTICLE II
PURCHASE, SALE AND TERMS OF SENIOR
SECURED NOTES AND WARRANTS
2.1 Senior
Secured Notes and Warrants. The Company has authorized the
issuance, sale and delivery at the Closings
(as defined below) to the Purchasers
of (A) senior secured notes in the
aggregate principal amount of up to
$6,850,000 (the "Notes"), the form of which
is attached as Exhibit 1.B hereto,
and (B) warrants (the "Initial Warrants"),
the form of which is attached hereto
as Exhibit 1.1C, to purchase such number of
shares of common stock, $0.00001 par
value per share ("Common Stock"), of the
Company in the respective amounts set
forth in Exhibit 1.1A hereto. In addition,
the Company has authorized the
issuance, sale and delivery of additional
warrants (the "Additional Warrants"),
in the respective amounts set forth in
Exhibit 1.1A hereto, to be issued and
delivered to each Purchaser in the event
that the Company elects to extend the
maturity date of the Notes as set forth
therein. Notwithstanding payment by the
Company to the holders of the Notes of any
principal and accrued interest
thereon, the Warrants shall remain valid
and exercisable for shares of Common
Stock as provided for therein.
2.2
Reservation of Stock. Upon the effectiveness of the filing of
the
Amendment, which the Company undertakes to
file on the Closing Date, the Company
has authorized and has reserved and
covenants to continue to reserve, free of
preemptive rights and other similar
contractual rights of shareholders, a
sufficient number of its authorized but
unissued shares of
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capital stock to satisfy the rights of
exercise of the holders of the Warrants
to acquire Warrant Shares.
2.3
Purchase Price and Closing. The Company agrees to issue, sell
and
deliver to the Purchasers and, in
consideration of and in express reliance upon
the representations, warranties, covenants,
terms and conditions of this
Agreement, the Purchasers, severally but
not jointly, agree (a) to purchase the
principal amount of the Notes (together
with the attendant Warrants) set forth
opposite their respective names in Exhibit
1.1A for the Closing. The closing of
the purchase, sale and delivery of the
Notes and Warrants to be acquired by the
Purchasers from the Company under this
Agreement (the "Closing") shall take
place at the offices of the Company at 151
Railroad Avenue, Greenwich, CT, 06830
or such other place as the parties may
agree. At the Closing, the Company will
deliver to each Purchaser the Notes and
certificates for the attendant Warrants
that are purchased by such Purchaser at the
Closing in exchange for a transfer
of funds to the account of the Company by
wire transfer. The date and time of
the Closing shall be at 12:00 p.m. on
January ___, 2005. The date of the Closing
is referred to herein as the "Closing
Date."
2.4
Representations by the Purchasers. Each of the Purchasers
represents
severally, but not jointly, to the Company
as follows:
(a) Investment Representations. It is its present intention to
acquire the Notes and Warrants to be
acquired by it for its own account (and it
will be the sole beneficial owner thereof)
and that the Notes and Warrants and
the Warrant Shares into which the Warrants
may be exercised, respectively, are
being and will be acquired by it for the
purpose of investment and not with a
view to distribution or resale thereof
except pursuant to registration under the
Securities Act or an exemption therefrom.
The acquisition by each Purchaser of
the Notes and Warrants acquired by it shall
constitute a confirmation of this
representation by each such Purchaser. Each
of the Purchasers further represents
that it understands and agrees that, until
registered under the Securities Act
or transferred pursuant to the provisions
of Rule 144 or Rule 144A as
promulgated by the Securities and Exchange
Commission (the "SEC"), all
certificates evidencing any of the Notes,
the Warrants or Warrant Shares,
whether upon initial issuance or upon any
transfer thereof, shall bear a legend,
prominently stamped or printed thereon,
reading substantially as follows:
The securities represented hereby have not been registered under
the
Securities
Act of 1933, as amended (the "Act"), and may not be transferred
except
pursuant to an effective registration under the Act or in a
transaction which qualifies as an exempt transaction under the Act
and the
rules and
regulations promulgated thereunder.
(b) Access to Information. Each Purchaser or its representative
during the course of this transaction, and
prior to the purchase of any Notes
and Warrants, has had the opportunity to
ask questions of and receive answers
from management of the Company concerning
the terms and conditions of the
offering of the Notes and Warrants, and the
additional information, documents,
records and books relative to its business,
assets, financial condition, results
of operations and liabilities (contingent
or otherwise) of the Company.
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(c)
General Access. Each Purchaser or its representative has
received and read or reviewed, and is
familiar with, this Agreement and the
other agreements executed or delivered
herewith, including the terms of the
Notes and Warrants, and confirms that all
documents, records and books
pertaining to such Purchaser's investment
in the Company and requested by such
Purchaser or its representative have been
made available or delivered to him.
(d) Sophistication and Knowledge. Each Purchaser or its
representative has such knowledge and
experience in financial and business
matters that it is capable of evaluating
the merits and risks of the purchase of
the Notes and Warrants. Each Purchaser can
bear the economic risks of this
investment and can afford a complete loss
of its investment.
(e) Transfer Restrictions Imposed by Securities Laws. Each
Purchaser
understands that the Notes, the Warrants
and the Warrant Shares have not been
registered under the Securities Act and
applicable state securities laws, and,
therefore, cannot be resold unless they are
subsequently registered under the
Securities Act and applicable state
securities laws or unless an exemption from
such registration is available. Each
Purchaser is and must be purchasing the
Notes, the Warrants and the Warrant Shares
for investment for the account of
such Purchaser and not for the account or
benefit of others, and not with any
present view toward resale or other
distribution thereof. Each Purchaser agrees
not to resell or otherwise dispose of all
or any part of the Notes, the Warrants
and the Warrant Shares purchased by such
Purchaser except as permitted by law,
including, without limitation, any
regulations under the Securities Act and
applicable state securities laws.
Purchasers are aware that Rule 144 or Rule
144A under the Securities Act may not be
available as a basis for exemption from
registration of the shares of Common Stock
issuable upon conversion or exercise
of the Warrants and Warrant Shares.
(f) Lack of Liquidity. Each Purchaser has no present need for
liquidity in connection with its purchase
of the Notes and Warrants.
(g) Suitability and Investment Objectives. The purchase of the
Notes
and Warrants by each Purchaser is
consistent with the general investment
objectives of the Purchaser. The Purchaser
understands that the purchase of the
Notes and Warrants involves a high degree
of risk in view of the fact that,
among other things, the Company has not
been operated profitably in the past,
and intends to complete a significant
acquisition. The Company hereby
incorporates all risk factors set forth in
the Company's filings under the
Exchange Act.
(h) Accredited Investor Status. Each Purchaser is an
"Accredited
Investor" as that term is defined in Rule
501 of Regulation D promulgated under
the Securities Act.
2.5
Brokers or Finders. Each Purchaser severally, and not jointly,
represents that no Person has or will have,
as a result of the transactions
contemplated by this Agreement, any right,
interest or valid claim against or
upon the Company for any commission, fee or
other compensation as a finder or
broker because of any act or omission by
such Purchaser or its respective
agents, other than as described in Schedule
4.20.
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ARTICLE III
CONDITIONS TO PURCHASERS' OBLIGATIONS
3.1
Conditions to the Purchaser's Obligations. The obligation of
each
Purchaser to purchase the Notes and the
Warrants at the Closing is subject to
the fulfillment to such Purchaser's
satisfaction, on or prior to the Closing
Date, of the following conditions, any of
which may be waived by such Purchaser
(as to itself only):
(a) The representations and warranties made by the Company in
Section 4 hereof qualified as to
materiality shall be true and correct at all
times prior to and on the Closing Date,
except to the extent any such
representation or warranty expressly speaks
as of an earlier date, in which case
such representation or warranty shall be
true and correct as of such earlier
date, and, the representations and
warranties made by the Company in Section 4
hereof not qualified as to materiality
shall be true and correct in all material
respects at all times prior to and on the
Closing Date, except to the extent any
such representation or warranty expressly
speaks as of an earlier date, in which
case such representation or warranty shall
be true and correct in all material
respects as of such earlier date. The
Company shall have performed in all
material respects all obligations and
conditions herein required to be performed
or observed by it on or prior to the
Closing Date.
(b) Other than the Amendment, the Company shall have obtained
any
and all consents, permits, approvals,
registrations and waivers necessary for
consummation of the purchase and sale of
the Securities and the consummation of
the other transactions contemplated by the
Transaction Documents, all of which
shall be in full force and effect.
(c) Each signatory to a Transaction Document shall have executed
and
delivered the Transaction Documents to
which it is a party.
(d) The Company shall have received gross proceeds from the sale
of
the Notes and Warrants as contemplated
hereby of at least $6,000,000.
(e) No judgment, writ, order, injunction, award or decree of or
by
any court, or judge, justice or magistrate,
including any bankruptcy court or
judge, or any order of or by any
governmental authority, shall have been issued,
and no action or proceeding shall have been
instituted by any governmental
authority, enjoining or preventing the
consummation of the transactions
contemplated hereby or in the other
Transaction Documents.
(f) The Company shall have delivered a Certificate, executed on
behalf of the Company by its Chief
Executive Officer or its Chief Financial
Officer, dated as of the Closing Date,
certifying to the fulfillment of the
conditions specified in subsections (a),
(b), (d), and (e) of this Section 3.1.
(g) The Company shall have delivered a Certificate, executed on
behalf of the Company by its Chief
Executive Officer or its Chief Financial
Officer, dated as of the Closing Date,
setting forth in detail all of the
expenses incurred by the Company in
connection with the issuance and sale of the
Notes and Warrants pursuant to the terms of
this Agreement.
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(h) The Company shall have delivered a Certificate, executed on
behalf of the Company by its Secretary,
dated as of the Closing Date, certifying
the resolutions adopted by the Board of
Directors of the Company approving the
transactions contemplated by this Agreement
and the other Transaction Documents
and the issuance of the Securities,
certifying the current versions of the
Articles of Incorporation and Bylaws of the
Company and certifying as to the
signatures and authority of persons signing
the Transaction Documents and
related documents on behalf of the
Company.
(i) The Purchasers shall have received an opinion from Ernest
Mysogland, the Company's in-house counsel,
dated as of the Closing Date, in form
and substance reasonably acceptable to the
Purchasers and addressing such legal
matters as the Purchasers may reasonably
request.
(j) No stop order or suspension of trading shall have been
imposed
by the SEC or any other governmental or
regulatory body with respect to public
trading in the Common Stock.
(k) At the time of the Closing, no Event of Default (as such term
is
defined in the Notes) shall have occurred
and be continuing.
(l) to the extent required by the Security Agreement, all
action
shall have been taken so that Collateral
Agent has obtained, for the benefit of
the Purchasers, a duly perfected first
priority security interest and pledge of
all Collateral (as defined in the Security
Agreement and other collateral
documents) to Collateral Agent's
satisfaction.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The
Company hereby represents and warrants to the Purchasers that:
4.1
Organization, Good Standing and Qualification. As of the Closing,
each
of the Company and its Subsidiaries is a
corporation duly organized, validly
existing and in good standing under the
laws of the jurisdiction of its
incorporation and has all requisite
corporate power and authority to carry on
its business as now conducted and to own
its properties. Each of the Company and
its Subsidiaries is duly qualified to do
business as a foreign corporation and
is in good standing in each jurisdiction in
which the conduct of its business or
its ownership or leasing of property makes
such qualification or leasing
necessary unless the failure to so qualify
has not and could not reasonably be
expected to have a Material Adverse
Effect.
4.2
Authorization. Subject to the effectiveness of the filing of
the
Amendment, the Company has full power and
authority and has taken all requisite
action on the part of the Company, its
officers, directors and stockholders
necessary for (i) the authorization,
execution and delivery of the Transaction
Documents, (ii) the authorization of the
performance of all obligations of the
Company hereunder or thereunder, and (iii)
the authorization, issuance (or
reservation for issuance) and delivery of
the Securities. The Transaction
Documents constitute the legal, valid and
binding obligations of the Company,
enforceable against the Company in
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accordance with their terms, subject to
bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and
similar laws of general applicability,
relating to or affecting creditors' rights
generally.
4.3
Capitalization. All of the issued and outstanding shares of the
Company's capital stock have been duly
authorized and validly issued and are
fully paid, nonassessable and free of
pre-emptive rights and were issued in full
compliance with applicable state and
federal securities law and any rights of
third parties. All of the issued and
outstanding shares of capital stock of each
Subsidiary have been duly authorized and
validly issued and are fully paid,
nonassessable and free of pre-emptive
rights, were issued in full compliance
with applicable state and federal
securities law and any rights of third parties
and are owned by the Company, beneficially
and of record, subject to no lien,
encumbrance or other adverse claim. Other
than pursuant to the Investors' Rights
Agreement (the "Investors' Agreement"),
dated January __, 2005, among the
Company and certain Investors (as defined
therein) when such is executed and
delivered, or pursuant to the Certificate
of Designations, Preferences and
Rights pertaining to the Company's Series C
Preferred Stock (the "Series C
Certificate of Designations") when such is
filed and becomes effective, no
Person is entitled to pre-emptive or
similar statutory or contractual rights
with respect to any securities of the
Company. Other than pursuant to the
Investors' Agreement, or any agreements
which have been filed as exhibits to the
SEC Filings (collectively, the "Material
Contracts"), there are no voting
agreements, buy-sell agreements, options or
rights of first purchase agreements
or other agreements of any kind among the
Company and any of the securityholders
of the Company relating to the securities
of the Company held by them. Other
than pursuant to the Investors' Agreement,
or any of the Material Contracts, no
Person has the right to require the Company
to register any securities of the
Company under the Securities Act, whether
on a demand basis or in connection
with the registration of securities of the
Company for its own account or for
the account of any other Person, other than
pursuant to the Investors'
Agreement.
The issuance and sale of the Securities hereunder will not
obligate
the Company to issue shares of Common Stock
or other securities to any other
Person (other than the Purchasers) and will
not result in the adjustment of the
exercise, conversion, exchange or reset
price of any outstanding security.
The Company does not have outstanding stockholder purchase rights
or
"poison pill" or any similar arrangement in
effect giving any Person the right
to purchase any equity interest in the
Company upon the occurrence of certain
events.
4.4 Valid
Issuance. The Notes have been duly and validly authorized. The
Warrants have been duly and validly
authorized. Subject to the effectiveness of
the filing of the Amendment, upon the due
exercise of the Warrants, the Warrant
Shares will be validly issued, fully paid
and non-assessable, free and clear of
all encumbrances and restrictions, except
for restrictions on transfer set forth
in the Transaction Documents or imposed by
applicable securities laws and except
for those created by the Purchasers.
Subject to the effectiveness of the filing
of the Amendment, the Company has reserved
a sufficient number of shares of
capital stock for issuance upon the
exercise of the Warrants, free and clear of
all encumbrances and
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restrictions, except for restrictions on
transfer set forth in the Transaction
Documents or imposed by applicable
securities laws and except for those created
by the Purchasers.
4.5
Consents. The execution, delivery and performance by the Company
of
the Transaction Documents and the offer,
issuance and sale of the Securities
require no consent of, action by or in
respect of, or filing with, any Person,
governmental body, agency, or official
other than the Amendment, filings that
have been made pursuant to applicable state
securities laws and post-sale
filings pursuant to applicable state and
federal securities laws which the
Company undertakes to file within the
applicable time periods. Subject to the
accuracy of the representations and
warranties of each Purchaser set forth in
Section 2 hereof, the Company has taken all
action necessary to exempt (i) the
issuance and sale of the Securities, (ii)
the issuance of the Warrant Shares
upon due exercise of the Warrants, and
(iii) the other transactions contemplated
by the Transaction Documents from the
provisions of any stockholder rights plan
or other "poison pill" arrangement, any
anti-takeover, business combination or
control share law or statute binding on the
Company or to which the Company or
any of its assets and properties may be
subject and any provision of the
Company's Articles of Incorporation or
By-laws that is or could reasonably be
expected to become applicable to the
Purchasers as a result of the transactions
contemplated hereby, including without
limitation, the issuance of the
Securities and the ownership, disposition
or voting of the Securities by the
Purchasers or the exercise of any right
granted to the Purchasers pursuant to
this Agreement or the other Transaction
Documents.
4.6
Delivery of SEC Filings; Business. The Company has made available
to
the Purchasers through the EDGAR system,
true and complete copies of the
Company's most recent Annual Report on Form
10-K for the fiscal year ended June
30, 2004 (the "10-K"), and all other
reports filed by the Company pursuant to
the Exchange Act since the filing of the
10-K and prior to the date hereof
(collectively, the "SEC Filings"). The SEC
Filings are the only filings required
of the Company pursuant to the Exchange Act
for such period. The Company and its
Subsidiaries are engaged in all material
respects only in the business described
in the SEC Filings and the SEC Filings
contain a complete and accurate
description in all material respects of the
business of the Company and its
Subsidiaries, taken as a whole.
4.7 Use of
Proceeds. The net proceeds of the sale of the Notes and the
Warrants hereunder shall be used for the
acquisition of Gupta Technologies, LLC,
and for working capital purposes.
4.8 No
Material Adverse Change. Since June 30, 2004, except as
identified
and described in the SEC Filings, there has
not been:
(a) any change in the consolidated assets, liabilities,
financial
condition or operating results of the
Company from that reflected in the
financial statements included in the
Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2004,
except for changes in the ordinary course
of business which have not had and could
not reasonably be expected to have a
Material Adverse Effect, individually or in
the aggregate;
(b) any declaration or payment of any dividend (other than the
payment in shares of Common Stock of
accrued dividends on the shares of the
Company's Series B 10%
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Cumulative Convertible Preferred Stock or
on the shares of the Company's Series
B-2 Preferred Stock), or any authorization
or payment of any distribution, on
any of the capital stock of the Company, or
any redemption or repurchase of any
securities of the Company;
(c) any material damage, destruction or loss, whether or not
covered
by insurance to any assets or properties of
the Company or its Subsidiaries;
(d) any waiver, not in the ordinary course of business, by the
Company or any Subsidiary of a material
right or of a material debt owed to it;
(e) any satisfaction or discharge of any lien, claim or
encumbrance
or payment of any obligation by the Company
or a Subsidiary, except in the
ordinary course of business and which is
not material to the assets, properties,
financial condition, operating results or
business of the Company and its
Subsidiaries taken as a whole (as such
business is presently conducted and as it
is proposed to be conducted) other than
pursuant to the conversion of the
existing notes (the "Existing Bridge
Notes") issued by the Company the proceeds
of which were used to pay purchase price
deposits to the seller for the
acquisition of Gupta;
(f) any change or amendment to the Company's Articles of
Incorporation (other than the Amendment and
the Series C Certificate of
Designations) or Bylaws, or material change
to any material contract or
arrangement by which the Company or any
Subsidiary is bound or to which any of
their respective assets or properties is
subject;
(g) any material labor difficulties or labor union organizing
activities with respect to employees of the
Company or any Subsidiary;
(h) any material transaction entered into by the Company or a
Subsidiary other than in the ordinary
course of business, other than this
Agreement, the Transaction Documents, the
issuance of the Other Notes (as
defined in the Security Agreement);
(i) the loss of the services of any key employee, or material
change
in the composition or duties of the senior
management of the Company or any
Subsidiary;
(j) the loss or threatened loss of any customer which has had
or
could reasonably be expected to have a
Material Adverse Effect; or
(k) any other event or condition of any character that has had
or
could reasonably be expected to have a
Material Adverse Effect.
4.9 SEC
Filings.
(a) At the time of filing thereof, the SEC Filings complied as
to
form in all material respects with the
requirements of the Exchange Act and did
not contain any untrue statement of a
material fact or omit to state any
material fact necessary in order to make
the statements made therein, in the
light of the circumstances under
