Common use of Mechanics and Effect of Conversion Clause in Contracts

Mechanics and Effect of Conversion. No fractional Common Shares shall be issued upon conversion of this Convertible Note. Upon the conversion of all of the principal and accrued interest outstanding under this Convertible Note, in lieu of the Company issuing any fractional shares to the Holder, the Company shall pay to the Holder the amount of outstanding principal that is not so converted. On partial conversion of this Convertible Note, the Company shall issue to the Holder (i) the Common Shares into which a portion of this Convertible Note is converted and (ii) an amended and restated version of this Convertible Note with a principal amount hereof that shall be equal the difference between (A) the principal amount of this Convertible Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common Shares. Upon any conversion of this Convertible Note pursuant to this Section 9, the Holder shall surrender this Convertible Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall contemporaneously with such surrender issue and deliver to the Holder at such principal office a certificate or certificates for the number of shares of such Common Shares to which the Holder shall be entitled upon such conversion (bearing such legends as are required by Applicable Securities Legislation and stock exchange regulations or policies, as required by applicable Laws), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Convertible Note.

Mechanics and Effect of Conversion. No fractional shares of Common Shares Stock shall be issued upon conversion of this Convertible Note. Upon the conversion of all of the principal and accrued interest outstanding under this Convertible Note, in In lieu of the Company Maker issuing any fractional shares to the HolderHolder upon the conversion of this Note, the Company Maker shall pay to the Holder the amount of outstanding principal that is not so converted, such payment to be in the form as provided below. On partial Upon the conversion of this Convertible Note, the Company shall issue to the Holder (i) the Common Shares into which a portion of this Convertible Note is converted and (ii) an amended and restated version of this Convertible Note with a principal amount hereof that shall be equal the difference between (A) the principal amount of this Convertible Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common Shares. Upon any conversion of this Convertible Note pursuant to this Section 9, the Holder shall surrender this Convertible Note, duly endorsed, at the principal office of the CompanyMaker. At its expense, the Company shall contemporaneously with such surrender Maker shall, as soon as practicable thereafter, issue and deliver to the such Holder at such principal office a certificate or certificates for the number of shares of such Common Shares Stock to which the Holder shall be entitled upon such conversion (bearing such legends as are required by Applicable Securities Legislation applicable state and stock exchange regulations or policies, as required by applicable Lawsfederal securities laws in the opinion of counsel to Maker), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Convertible Note, including a check payable to the Holder for any cash amounts payable as described above. In the event of any conversion of this Note, such conversion shall be deemed to have been made immediately prior to the closing for the issuance and sale of such Common Stock and on and after such date the Holder of this Note entitled to receive the shares of such Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares. Upon conversion of this Note, Maker shall be forever released from its obligations and liabilities under this Note, except that Maker shall be obligated to pay the Holder, within ten (10) days after the date of such conversion, any interest accrued and unpaid or unconverted to and including the date of such conversion.

Mechanics and Effect of Conversion. No fractional shares of Common Shares Stock shall be issued upon conversion of this Convertible Note. Upon the conversion of all of the entire principal and accrued interest outstanding under this Convertible Note, in lieu of the Company issuing any fractional shares to the HolderPurchaser in cash, the Company shall pay to the Holder Purchaser the amount of outstanding principal that is not so converted. On partial conversion of this Convertible Note, the Company shall issue to the Holder Purchaser (i) the shares of Common Shares Stock into which a portion of this Convertible Note is converted and (ii) an amended and restated version of a new convertible note having identical terms to this Convertible Note with a Note, except that the principal amount hereof that thereof shall be equal the difference between (A) the principal amount of this Convertible Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common SharesStock. Upon any conversion of this Convertible Note pursuant to this Section 94, the Holder Purchaser shall surrender this Convertible Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall contemporaneously with such surrender shall, as soon as practicable but in no event more than ten (10) business days thereafter, issue and deliver to the Holder Purchaser at such principal office a certificate or certificates for the number of shares of such Common Shares Stock, to which the Holder Purchaser shall be entitled upon such conversion (the “Conversion Shares”) (bearing such legends as are required by Applicable Securities Legislation applicable state and stock exchange regulations or policies, as required by applicable Lawsfederal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Holder Purchaser is entitled upon such conversion under the terms of this Convertible Note.

Mechanics and Effect of Conversion. No fractional Common Shares shall be issued upon conversion of this Convertible Note. Upon the conversion of all of the principal and accrued interest outstanding under this Convertible Note, in lieu of the Company issuing any fractional shares to the Holder, the Company shall pay to the Holder the amount of outstanding principal that is not so converted. On partial conversion of this Convertible Note, the Company shall issue to the Holder (i) the Common Shares into which a portion of this Convertible Note is converted and (ii) an amended and restated version of a new Secured Note having identical terms to this Convertible Note with a Note, except that the principal amount hereof that thereof shall be equal the difference between (A) the principal amount of this Convertible Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common Shares. Upon any conversion of this Convertible Note pursuant to this Section 98, the Holder shall surrender this Convertible Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall contemporaneously with shall, as soon as practicable thereafter, and in any event within three Business Days of such surrender surrender, issue and deliver to the Holder at such principal office a certificate or certificates for the number of shares of such Common Shares to which the Holder shall be entitled upon such conversion (bearing such legends as are required by Applicable Securities Legislation the Purchase Agreement and applicable securities Laws and stock exchange regulations or policies, as required by applicable Lawsin the opinion of counsel to the Company), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Convertible Note. Issuance of this Note shall constitute full authority to the Company’s officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for Common Shares issuable upon the conversion of this Note.

Mechanics and Effect of Conversion. No fractional shares of either Common Shares shall Stock or Units, respectively, will be issued upon conversion of this Convertible Note. Upon the conversion of all of the principal and accrued interest outstanding under this Convertible Note, in In lieu of the Company issuing any fractional shares share to which the HolderHolder would otherwise be entitled, the Company shall SEI or Spark HoldCo will pay to the Holder in cash the amount of outstanding the unconverted principal and interest balance of this Note that would otherwise be converted into such fractional shares based on the Fair Market Value of SEI Class A Common Stock multiplied times the number of fractional shares of Common Stock to which Holder is not so convertedentitled to upon the conversion as provided in Section 3(a). On partial Upon conversion of this Convertible Note, the Company shall issue to the Holder (i) the Common Shares into which a portion of this Convertible Note is converted and (ii) an amended and restated version of this Convertible Note with a principal amount hereof that shall be equal the difference between (A) the principal amount of this Convertible Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common Shares. Upon any conversion of this Convertible Note pursuant to this Section 93(a), the Holder shall surrender this Convertible Note, duly endorsed, at the principal office offices of the CompanySEI or any transfer agent of SEI. At its Holder’s expense, the Company shall contemporaneously with such surrender SEI and Spark HoldCo will, as soon as practicable thereafter, issue and deliver to such Holder, at the address of the Holder at such principal office most recently furnished in writing to either SEI or Spark HoldCo, a certificate or certificates for the number of shares of Common Stock and Units which such Common Shares to which the Holder shall be is entitled upon such conversion (bearing such legends as are required by Applicable Securities Legislation and stock exchange regulations or policies, as required by applicable Laws)conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Convertible Note, including a check payable to the Holder for any cash amounts payable as described herein. Upon conversion of this Note, SEI and Spark HoldCo will be forever released from all of their respective obligations and liabilities under this Note with regard to that portion of the principal amount and accrued interest being converted, including, without limitation, the obligation to pay such portion of the principal amount and accrued interest.

Mechanics and Effect of Conversion. No fractional shares of Common Shares Stock shall be issued upon conversion of this Convertible Note. Upon the conversion of all of the entire principal and accrued interest outstanding under this Convertible Note, in lieu of the Company issuing any fractional shares to the HolderInvestor in cash, the Company shall pay to the Holder Investor the amount of outstanding principal that is not so converted. On partial conversion of this Convertible Note, the Company shall issue to the Holder Investor (i) the shares of Common Shares Stock into which a portion of this Convertible Note is converted and (ii) an amended and restated version of a new subordinated convertible promissory note having identical terms to this Convertible Note with a Note, except that the principal amount hereof that thereof shall be equal the difference between (A) the principal amount of this Convertible Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common SharesStock. Upon any conversion of this Convertible Note pursuant to this Section 95, the Holder Investor shall surrender this Convertible Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall contemporaneously with such surrender shall, as soon as practicable thereafter, issue and deliver to the Holder Investor at such principal office a certificate or certificates for the number of shares of such Common Shares Stock, to which the Holder Investor shall be entitled upon such conversion (bearing such legends as are required by Applicable Securities Legislation applicable state and stock exchange regulations or policies, as required by applicable Lawsfederal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Holder Investor is entitled upon such conversion under the terms of this Convertible Note.