Common use of Conversion of the Notes Clause in Contracts

Conversion of the Notes. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 1(c)), Dolphin shall surrender the Notes for conversion into shares of Common Stock in accordance with the terms of Section 5 of the Notes (as supplemented hereby). In exchange for Dolphin's surrender and conversion of the Notes, the Company shall (a) within five Business Days of the Closing Date (as defined in Section 1(c)), deliver to the Person surrendering and converting each Note a certificate representing the shares of Common Stock into which the outstanding principal amount under the Note is convertible, and (b) within fifteen (15) days of the Closing, cause a wire transfer in same day funds in the aggregate amount of $267,131 (allocated pro rata among the holders of the Notes) to be sent to the accounts designated by the holder surrendering each Note, which $267,131 payment the parties agree represents the following: (y) $109,249 as accrued but unpaid interest on the Notes from July 1, 2003 through September 30, 2004, (z) $157,882 as a premium equal to 14% of the sum of (i) the principal amount of the Notes and (ii) the accrued and unpaid interest on the Notes from July 1, 2003 through September 30, 2003; provided, however, any Securityholder party to the ▇▇▇▇▇▇ Purchase Agreement may, in its discretion by written notice to the Company prior to the ▇▇▇▇▇▇ Closing, elect to have any funds such Securityholder would otherwise receive pursuant to subsection 1(a)(b) applied toward the Purchase Price (as defined in the ▇▇▇▇▇▇ Purchase Agreement) of such Securityholder under the ▇▇▇▇▇▇ Purchase Agreement (which notice Dolphin is deemed to have given, and election Dolphin is deemed to have made, by executing and delivering a counterpart signature page to this Agreement). Any certificates representing shares of Common Stock issued upon conversion of the Notes shall have such legends as are required by the Dolphin Transaction Documents and the ▇▇▇▇▇▇ Transaction Documents to which the respective Securityholder is a party.