DIRECTLY OR
INDIRECTLY CONSUMMATE ANY MERGER, REORGANIZATION, RESTRUCTURING, REVERSE STOCK
SPLIT CONSOLIDATION, SALE OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS OR
ANY SIMILAR TRANSACTION OR RELATED TRANSACTIONS (EACH SUCH TRANSACTION, AN
"ORGANIZATIONAL CHANGE") UNLESS, PRIOR TO THE CONSUMMATION AN ORGANIZATIONAL
CHANGE, THE COMPANY OBTAINS THE WRITTEN CONSENT OF EACH BUYER.
IN ANY SUCH
CASE, THE COMPANY WILL MAKE APPROPRIATE PROVISION WITH RESPECT TO SUCH HOLDERS'
RIGHTS AND INTERESTS TO INSURE THAT THE PROVISIONS OF THIS SECTION 4(H) WILL
THEREAFTER BE APPLICABLE TO THE CONVERTIBLE DEBENTURES.
(I)
TRANSACTIONS WITH AFFILIATES.
SO LONG
AS ANY CONVERTIBLE DEBENTURES ARE OUTSTANDING, THE COMPANY SHALL NOT, AND SHALL
CAUSE EACH OF ITS SUBSIDIARIES NOT TO, ENTER INTO, AMEND, MODIFY OR SUPPLEMENT,
OR PERMIT ANY SUBSIDIARY TO ENTER INTO, AMEND, MODIFY OR SUPPLEMENT ANY
AGREEMENT, TRANSACTION, COMMITMENT, OR ARRANGEMENT WITH ANY OF ITS OR ANY
SUBSIDIARY'S OFFICERS, DIRECTORS, PERSON WHO WERE OFFICERS OR DIRECTORS AT ANY
TIME DURING THE PREVIOUS TWO (2) YEARS, STOCKHOLDERS WHO BENEFICIALLY OWN FIVE
PERCENT (5%) OR MORE OF THE COMMON STOCK, OR AFFILIATES (AS DEFINED BELOW) OR
WITH ANY INDIVIDUAL RELATED BY BLOOD, MARRIAGE, OR ADOPTION TO ANY SUCH
INDIVIDUAL OR WITH ANY ENTITY IN WHICH ANY SUCH ENTITY OR INDIVIDUAL OWNS A FIVE
PERCENT (5%) OR MORE BENEFICIAL INTEREST (EACH A "RELATED PARTY"), EXCEPT FOR
(A) CUSTOMARY EMPLOYMENT ARRANGEMENTS AND BENEFIT PROGRAMS ON REASONABLE TERMS,
(B) ANY INVESTMENT IN AN AFFILIATE OF THE COMPANY,
(C) ANY AGREEMENT,
TRANSACTION, COMMITMENT, OR ARRANGEMENT ON AN ARMS-LENGTH BASIS ON TERMS NO LESS
FAVORABLE THAN TERMS WHICH WOULD HAVE BEEN OBTAINABLE FROM A PERSON OTHER THAN
SUCH RELATED PARTY, OR (D) ANY AGREEMENT, TRANSACTION, COMMITMENT, OR
ARRANGEMENT WHICH IS APPROVED BY A MAJORITY OF THE DISINTERESTED DIRECTORS OF
THE COMPANY; FOR PURPOSES HEREOF, ANY DIRECTOR WHO IS ALSO AN OFFICER OF THE
COMPANY OR ANY SUBSIDIARY OF THE COMPANY SHALL NOT BE A DISINTERESTED DIRECTOR
WITH RESPECT TO ANY SUCH AGREEMENT, TRANSACTION, COMMITMENT, OR ARRANGEMENT.
"AFFILIATE" FOR PURPOSES HEREOF MEANS, WITH RESPECT TO ANY PERSON OR ENTITY,
ANOTHER PERSON OR ENTITY THAT, DIRECTLY OR INDIRECTLY, (I) HAS A TEN PERCENT
(10%) OR MORE EQUITY INTEREST IN THAT PERSON OR ENTITY, (II) HAS TEN PERCENT
(10%) OR MORE COMMON OWNERSHIP WITH THAT PERSON OR ENTITY, (III) CONTROLS THAT
PERSON OR ENTITY, OR (IV) SHARES COMMON CONTROL WITH THAT PERSON OR ENTITY.
"CONTROL" OR "CONTROLS" FOR PURPOSES HEREOF MEANS THAT A PERSON OR ENTITY HAS
THE POWER, DIRECT OR INDIRECT, TO CONDUCT OR GOVERN THE POLICIES OF ANOTHER
PERSON OR ENTITY.
(J)
TRANSFER AGENT.
THE COMPANY COVENANTS
AND AGREES THAT, IN THE EVENT THAT THE COMPANY'S AGENCY RELATIONSHIP WITH THE
TRANSFER AGENT SHOULD BE TERMINATED FOR ANY REASON PRIOR TO A DATE WHICH IS TWO
(2) YEARS AFTER THE CLOSING DATE, THE COMPANY SHALL IMMEDIATELY APPOINT A NEW
TRANSFER AGENT AND SHALL REQUIRE THAT THE NEW TRANSFER AGENT EXECUTE AND AGREE
TO BE BOUND BY THE TERMS OF THE IRREVOCABLE TRANSFER AGENT INSTRUCTIONS (AS
DEFINED HEREIN).
16
(K)
SUBSEQUENT OFFERINGS.
(I)
EXCEPT AS