Common use of Mechanics and Effect of Conversion Clause in Contracts

Mechanics and Effect of Conversion. To convert all or a portion of this Note pursuant to the terms hereof, the Investor must complete, manually sign and deliver to the Company the Conversion Notice attached hereto as Schedule B or a facsimile of such Conversion Notice. No fractional Shares in the capital of the Company will be issued upon conversion of the Outstanding Amount represented by this Note. In lieu of any fractional Share to which the Investor would otherwise be entitled, the Company will pay to the Investor in cash the unconverted Outstanding Amount that would otherwise be converted into a fractional Share. At its expense, the Company will, within five (5) Business Days after conversion of any Outstanding Amount represented by this Note, issue and deliver a certificate or certificates (or a notice of issuance of uncertificated Shares, if applicable) or ownership statement issued under the direct registration or other electronic book-entry system for the number of Shares to which the Investor is entitled upon conversion (the “Certificates”), together with any other securities and property to which the Investor is entitled upon conversion of such Outstanding Amount represented by this Note under the terms of this Note, including a cheque payable to the Investor for any cash amounts payable as described in this Note and the Company will make and deliver a new Note of like tenor for any remaining portion of the Outstanding Amount; provided that the new Note shall be in a minimum principal amount of not less than the Minimum Optional Redemption Amount, to (i) the Investor, at the Investor’s principal office, and/or (ii) in respect of the Certificates, the Investor’s custodian as directed by the Investor before conversion. The Investor will provide the registration and delivery instructions for the Certificates to the Company before any conversion. Concurrently with conversion of the Outstanding Amount represented by this Note and the delivery of the Certificates, the Investor will (i) surrender this Note to the Company at its principal office or at such location as directed by the Company and (ii) deliver the Conversion Notice to the Company. Upon completion of the conversion of all of the Outstanding Amount, the Company will be released from all of its obligations and liabilities under this Note.

Mechanics and Effect of Conversion. To convert all or a portion of this Note pursuant to the terms hereof, the Investor must complete, manually sign and deliver to the Company the Conversion Notice attached hereto as Schedule B or a facsimile of such Conversion Notice. No fractional Shares in the capital shares of the Company Company's capital stock will be issued upon conversion of this Note and the Outstanding Amount represented by this Noteaccrued interest balance. In lieu of any fractional Share share to which the Investor Holder would otherwise be entitled, upon full conversion of this Note, the Company will pay to the Investor Holder, in cash cash, the amount of the unconverted Outstanding Amount that would otherwise principal and accrued interest balance, together with any Costs and Expenses relative to this Note. The Holder shall surrender this Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company, and shall give written notice to the Company ("Exercise Notice") of the election to convert same or the portion to be converted into a fractional Shareand shall state therein the name or names in which the certificate or certificates for the securities acquired hereunder are to be issued. At its expense, the Company will, within as soon as practicable thereafter but not later than five (5) Business Days after conversion of any Outstanding Amount represented by this Notedays therefrom, issue and deliver to such Holder, at such principal office, a certificate or certificates (or a notice of issuance of uncertificated Shares, if applicable) or ownership statement issued under the direct registration or other electronic book-entry system for the number of Shares shares to which the Investor such Holder is entitled upon conversion (the “Certificates”)such conversion, together with any other securities and property to which the Investor Holder is entitled upon such conversion of such Outstanding Amount represented by this Note under the terms of this Note, including a cheque check payable to the Investor Holder for any cash amounts payable as described in this Note and the Company will make and deliver a new Note of like tenor for any remaining portion of the Outstanding Amount; provided that the new Note shall be in a minimum principal amount of not less than the Minimum Optional Redemption Amount, to (i) the Investor, at the Investor’s principal office, and/or (ii) in respect of the Certificates, the Investor’s custodian as directed by the Investor before conversionherein. The Investor will provide the registration and delivery instructions for the Certificates to the Company before any conversion. Concurrently with Upon conversion of the Outstanding Amount represented by this Note Note, and the delivery of the Certificates, the Investor will (i) surrender this Note to the Company at its principal office or at such location as directed by the Company and (ii) deliver the Conversion Notice to the Company. Upon completion of the conversion of all of the Outstanding Amountaccrued interest balance, the Company will be forever released from all of its obligations and liabilities under this NoteNote with regard to that portion of the principal amount being converted included, without limitation, the obligation to pay future interest on such portion of the principal amount.

Mechanics and Effect of Conversion. To convert all This Note may be converted by the Holder in whole or a portion of this Note in part pursuant to the terms hereofSection 2(a), the Investor must completeon any Trading Day, manually sign and deliver by submitting to the Company a notice (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 4:00 p.m., New York, New York time) specifying the Outstanding Amount to be so converted (the “Notice attached hereto as Schedule B or a facsimile of such Conversion”). Any Notice of Conversion Notice. No fractional Shares in submitted after 4:00 p.m., New York, New York time, shall be deemed to have been delivered and received on the capital next Trading Dax.Xx xractional shares of the Company Common Stock will be issued upon conversion of the Outstanding Amount represented by this Note. In lieu of any fractional Share share to which the Investor Holder would otherwise be entitled, the Company will pay to the Investor Holder in cash the amount of the unconverted Outstanding Amount outstanding and unpaid principal amount of this Note that would otherwise be converted into a such fractional Shareshare. Upon conversion of this Note pursuant to this Section 2, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company. At its expense, the Company will, within five (5) Business Days after conversion of any Outstanding Amount represented by this Noteas soon as practicable thereafter, issue and deliver to such Holder, at such principal office, a certificate or certificates (or a notice of issuance of uncertificated Shares, if applicable) or ownership statement issued under the direct registration or other electronic book-entry system for the number of Shares shares to which the Investor such Holder is entitled upon conversion (the “Certificates”)such conversion, together with any other securities and property to which the Investor Holder is entitled upon such conversion of such Outstanding Amount represented by this Note under the terms of this Note, including a cheque check payable to the Investor Holder for any cash amounts payable as described in this Note and the Company will make and deliver a new Note of like tenor for any remaining portion of the Outstanding Amount; provided that the new Note shall be in a minimum principal amount of not less than the Minimum Optional Redemption Amount, to (i) the Investor, at the Investor’s principal office, and/or (ii) in respect of the Certificates, the Investor’s custodian as directed by the Investor before conversionherein. The Investor will provide the registration and delivery instructions for the Certificates to the Company before any conversion. Concurrently with Upon conversion of the Outstanding Amount represented by this Note and the delivery of the Certificates, the Investor will (i) surrender this Note to the Company at its principal office or at such location as directed by the Company and (ii) deliver the Conversion Notice to the Company. Upon completion of the conversion of all of the Outstanding AmountNote, the Company will be forever released from all of its obligations and liabilities under this NoteNote with regard to that portion of the principal amount being converted including without limitation the obligation to pay such portion of the principal amount.

Mechanics and Effect of Conversion. To convert all or a portion of this Note pursuant to the terms hereof, the Investor must complete, manually sign and deliver to the Company the Conversion Notice attached hereto as Schedule B or a facsimile of such Conversion Notice. No fractional Shares in the capital shares of the Company will Common Stock shall be issued upon conversion of the Outstanding Amount represented by this Note. In lieu of the Company issuing any fractional Share shares to which the Investor would otherwise be entitledHolder upon the conversion of this Note, the Company will shall pay to the Investor Holder the amount of outstanding principal or interest that is not so converted, such payment to be in cash the unconverted Outstanding Amount that would otherwise be converted into a fractional Shareform as provided below. Upon the conversion of this Note pursuant to Section 5.1 above, the Holder shall surrender this Note, duly endorsed, at the principal office of the Company. At its expense, the Company willshall, within five (5) Business Days after conversion of any Outstanding Amount represented by this Noteas soon as practicable thereafter, issue and deliver to such Holder at such principal office a certificate or certificates (or a notice of issuance of uncertificated Shares, if applicable) or ownership statement issued under the direct registration or other electronic book-entry system for the number of Shares shares of such Common Stock to which the Investor is Holder shall be entitled upon such conversion (bearing such legends as are required by the “Certificates”Agreement and applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Investor Holder is entitled upon such conversion of such Outstanding Amount represented by this Note under the terms of this Note, including a cheque check payable to the Investor Holder for any cash amounts payable as described in above. In the event of any conversion of this Note and pursuant to Section 5.1 above, such conversion shall be deemed to have been made immediately prior to the Company will make and deliver a new Note of like tenor for any remaining portion closing of the Outstanding Amount; provided that issuance and sale of such Common Stock and on and after such date the new Holder of this Note entitled to receive the shares of such Common Stock issuable upon such conversion shall be in a minimum principal amount treated for all purpose as the record Holder of not less than the Minimum Optional Redemption Amount, to (i) the Investor, at the Investor’s principal office, and/or (ii) in respect of the Certificates, the Investor’s custodian as directed by the Investor before conversionsuch shares. The Investor will provide the registration and delivery instructions for the Certificates to the Company before any conversion. Concurrently with Upon conversion of the Outstanding Amount represented by this Note and the delivery of the Certificates, the Investor will (i) surrender this Note to the Company at its principal office or at such location as directed by the Company and (ii) deliver the Conversion Notice to the Company. Upon completion of the conversion of all of the Outstanding AmountNote, the Company will shall be forever released from all of its obligations and liabilities under this Note, except that the Company 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, and no more.

Mechanics and Effect of Conversion. To convert all or a portion of this Note pursuant to exercise the terms hereofconversion privilege, the Investor must completeHolder shall surrender this Note, manually sign and deliver together with a written conversion notice, (a “Written Election to Convert”) in the form attached hereto as Exhibit A, to the Company at its principal office within 10 business days of its receipt of notice by the Conversion Notice attached hereto as Schedule B Company with respect to either the proposed consummation or a facsimile the actual consummation of the Next Equity Financing. This Note or portion thereof shall be deemed to have been converted upon the closing of the Next Equity Financing that follows the Company’s receipt of the Written Election to Convert, and the Holder, or the nominee or nominees of such Conversion Notice. No fractional Shares in Holder, shall be treated for all purposes as the capital record holder of the Company will be issued Equity Securities deliverable upon such conversion as of the Outstanding Amount represented by this Note. In lieu close of any fractional Share to which the Investor would otherwise be entitled, the Company will pay to the Investor in cash the unconverted Outstanding Amount that would otherwise be converted into a fractional Sharebusiness on such date. At its expense, the Company will, within five (5) Business Days after conversion of any Outstanding Amount represented by this Note15 days thereafter, issue and deliver to such Holder, at such principal office, a certificate or certificates (or a notice of issuance of uncertificated Shares, if applicable) or ownership statement issued under the direct registration or other electronic book-entry system for the number of Shares Equity Securities to which the Investor such Holder is entitled upon conversion (the “Certificates”)such conversion, together with any other securities and property to which the Investor Holder is entitled upon such conversion of such Outstanding Amount represented by this Note under the terms of this Note, including a cheque payable to the Investor for any cash amounts payable as described in this Note and the Company will make and deliver a new Note of like tenor for any remaining portion of the Outstanding Amount; provided that the new Note shall be in a minimum principal amount of not less than the Minimum Optional Redemption Amount, to (i) the Investor, at the Investor’s principal office, and/or (ii) in respect of the Certificates, the Investor’s custodian as directed by the Investor before conversion. The Investor will provide the registration and delivery instructions for the Certificates to the Company before any conversion. Concurrently with Upon conversion of the Outstanding Amount represented by this Note and the delivery of the Certificates, the Investor will (i) surrender this Note to the Company at its principal office or at such location as directed by the Company and (ii) deliver the Conversion Notice to the Company. Upon completion of the conversion of all of the Outstanding AmountNote, the Company will be forever released from all of its 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. In the event this Note is surrendered to the Company together with a Written Election to Convert and the Next Equity Financing is not consummated within 30 calendar days following the Company’s receipt of such materials, the Company shall promptly return the original Note, together with the Written Election to Convert, to the Holder.

Mechanics and Effect of Conversion. To convert all or a portion of this Note pursuant to the terms hereof, the Investor must complete, manually sign and deliver to the Company the Conversion Notice attached hereto as Schedule B or a facsimile of such Conversion Notice. No fractional Shares in the capital shares of the Company either Common Stock or Units, respectively, will be issued upon conversion of the Outstanding Amount represented by this Note. In lieu of any fractional Share share to which the Investor Holder would otherwise be entitled, the Company SEI or Spark HoldCo will pay to the Investor Holder in cash the amount of the unconverted Outstanding Amount principal and interest balance of this Note that would otherwise be converted into a such fractional Shareshares 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 entitled to upon the conversion as provided in Section 3(a). Upon conversion of this Note pursuant to Section 3(a), the Holder shall surrender this Note, duly endorsed, at the principal offices of SEI or any transfer agent of SEI. At its Holder’s expense, the Company SEI and Spark HoldCo will, within five (5) Business Days after conversion of any Outstanding Amount represented by this Noteas soon as practicable thereafter, issue and deliver to such Holder, at the address of the Holder most recently furnished in writing to either SEI or Spark HoldCo, a certificate or certificates (or a notice of issuance of uncertificated Shares, if applicable) or ownership statement issued under the direct registration or other electronic book-entry system for the number of Shares to Common Stock and Units which the Investor such Holder is entitled upon conversion (the “Certificates”)such conversion, together with any other securities and property to which the Investor Holder is entitled upon such conversion of such Outstanding Amount represented by this Note under the terms of this Note, including a cheque check payable to the Investor Holder for any cash amounts payable as described in this Note and the Company will make and deliver a new Note of like tenor for any remaining portion of the Outstanding Amount; provided that the new Note shall be in a minimum principal amount of not less than the Minimum Optional Redemption Amount, to (i) the Investor, at the Investor’s principal office, and/or (ii) in respect of the Certificates, the Investor’s custodian as directed by the Investor before conversionherein. The Investor will provide the registration and delivery instructions for the Certificates to the Company before any conversion. Concurrently with Upon conversion of the Outstanding Amount represented by this Note Note, SEI and the delivery of the Certificates, the Investor will (i) surrender this Note to the Company at its principal office or at such location as directed by the Company and (ii) deliver the Conversion Notice to the Company. Upon completion of the conversion of all of the Outstanding Amount, the Company Spark HoldCo will be forever released from all of its their respective obligations and liabilities under this NoteNote 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.