Common use of Additional Covenant Clause in Contracts

Additional Covenant. 8.1 Unless otherwise agreed by the Sellers in writing, the Purchaser shall procure that, prior to the Closing, (a) the Young Will SPA shall have been terminated, and (b) the transactions consummated under the Young Will SPA shall have been cancelled, withdrew, unwound or otherwise reversed in totality, including that all Class A Ordinary Shares issued to GETUP Holding Limited, being 644,148.00 Class A Ordinary Shares, and HappyHealth Holding Limited (together with GETUP Holding Limited, “Young Will”), being 276,064.00 Class A Ordinary Shares, pursuant to the Young Will SPA in connection with the Young Will Acquisition shall be cancelled without any ongoing liabilities or obligations of whatsoever nature owed by the Purchaser to Young Will (the Class A Ordinary Shares set forth in clause (b), the “Young Will Cancellation Shares”, and the actions set forth in clauses (a) and (b), collectively, the “Young Will Cancellation”). 8.2 In the event that the Young Will Cancellation has not been completed before the Closing, but should the Seller Representative waives the condition under Clause 5.2(d) relating to the Yong Will Cancellation, the Purchaser shall issue 884,125 shares of additional Class A Ordinary Shares (the “Additional Shares”) to the Sellers, collectively, on a pro rata basis, as part of the Consideration Shares issuable to the Sellers pursuant to Clause 3.1. The number of such Additional Shares to be issued to the Sellers, collectively, shall cause all the Consideration Shares issued to the Sellers on the Closing, collectively, to constitute 49% of the total issued and outstanding share capital of the Purchaser immediately after the Closing (for this purpose assuming all Young Will Cancellation Shares are issued and outstanding immediately after the Closing). 8.3 Without prejudice to any other rights and remedies of any Seller, each time the Purchaser issues any Class A Ordinary Shares (or other forms of equity interests) of the Purchaser in relation to the Young Will Acquisition (except for the Young Will Cancellation Shares) (the “Earnout Issuance”), the Purchaser shall promptly afterwards, issue at par value certain number of Class A Ordinary Shares (the “Adjustment Shares”), on a pro rata basis (based on the Total Hashrate of such Seller divided by the Total Hashrate of all Sellers), to the Sellers, collectively, equal to (a) the number of the Class A Ordinary Shares or other equity interests issued in such Earnout Issuance, multiplied by (b) the quotient of 49 divided by 51. If the Earnout Issuance occurred prior to or concurrently with the Closing, the Adjustment Shares should be issued on the Closing, and if the Earnout Issuance occurred after the Closing, the corresponding Adjustment Shares should be issued promptly after such Earnout Issuance (in any event within one Business Day). All Adjustment Shares should be issued free and clear of all Encumbrances (other than (i) Encumbrances pursuant to the constitutional documents of the Purchaser or Applicable Laws and (ii) Encumbrances created by such Seller or its Affiliates). 8.4 After the Closing, the Sellers shall use commercially reasonable efforts to cooperate with and provide necessary assistance to the Purchaser regarding the transition of the operation of the Purchased Assets and provide the documentation of the historical records of the Purchased Assets as reasonably requested by the Purchaser. 8.5 The Purchaser shall use commercially reasonable effort to establish the Title Holders following the date of this Agreement.

Additional Covenant. 8.1 Unless otherwise agreed by The following additional covenant shall apply with respect to the Sellers Notes so long as any of the Notes remain Outstanding: (a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company shall have redeemed such series of the Notes in writingfull, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Purchaser Company shall procure thatmake an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Closing, (a) Change of Control Payment Date shall be payable on the Young Will SPA shall have been terminated, applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the transactions consummated under Change of Control Payment Date, the Young Will SPA shall have been cancelledCompany shall, withdrew, unwound to the extent lawful: (i) accept for payment all Notes or otherwise reversed in totality, including that all Class A Ordinary Shares issued to GETUP Holding Limited, being 644,148.00 Class A Ordinary Shares, and HappyHealth Holding Limited (together with GETUP Holding Limited, “Young Will”), being 276,064.00 Class A Ordinary Shares, portions of Notes of the applicable series properly tendered pursuant to the Young Will SPA Change of Control Offer; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes of the applicable series properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the Young Will Acquisition shall be cancelled without repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any ongoing liabilities such securities laws or obligations of whatsoever nature owed by the Purchaser to Young Will (the Class A Ordinary Shares set forth in clause (b)regulations conflict with this Section 1.4, the “Young Will Cancellation Shares”, Company shall comply with the applicable securities laws and the actions set forth in clauses (a) regulations and (b), collectively, the “Young Will Cancellation”). 8.2 In the event that the Young Will Cancellation has shall not been completed before the Closing, but should the Seller Representative waives the condition be deemed to have breached its obligations under Clause 5.2(d) relating to the Yong Will Cancellation, the Purchaser shall issue 884,125 shares of additional Class A Ordinary Shares (the “Additional Shares”) to the Sellers, collectively, on a pro rata basis, as part of the Consideration Shares issuable to the Sellers pursuant to Clause 3.1. The number of such Additional Shares to be issued to the Sellers, collectively, shall cause all the Consideration Shares issued to the Sellers on the Closing, collectively, to constitute 49% of the total issued and outstanding share capital of the Purchaser immediately after the Closing (for this purpose assuming all Young Will Cancellation Shares are issued and outstanding immediately after the Closing). 8.3 Without prejudice to any other rights and remedies Section 1.4 by virtue of any Seller, each time the Purchaser issues any Class A Ordinary Shares (or other forms of equity interests) of the Purchaser in relation to the Young Will Acquisition (except for the Young Will Cancellation Shares) (the “Earnout Issuance”), the Purchaser shall promptly afterwards, issue at par value certain number of Class A Ordinary Shares (the “Adjustment Shares”), on a pro rata basis (based on the Total Hashrate of such Seller divided by the Total Hashrate of all Sellers), to the Sellers, collectively, equal to (a) the number of the Class A Ordinary Shares or other equity interests issued in such Earnout Issuance, multiplied by (b) the quotient of 49 divided by 51. If the Earnout Issuance occurred prior to or concurrently with the Closing, the Adjustment Shares should be issued on the Closing, and if the Earnout Issuance occurred after the Closing, the corresponding Adjustment Shares should be issued promptly after such Earnout Issuance (in any event within one Business Day). All Adjustment Shares should be issued free and clear of all Encumbrances (other than (i) Encumbrances pursuant to the constitutional documents of the Purchaser or Applicable Laws and (ii) Encumbrances created by such Seller or its Affiliates)conflict. 8.4 After the Closing, the Sellers shall use commercially reasonable efforts to cooperate with and provide necessary assistance to the Purchaser regarding the transition of the operation of the Purchased Assets and provide the documentation of the historical records of the Purchased Assets as reasonably requested by the Purchaser. 8.5 The Purchaser shall use commercially reasonable effort to establish the Title Holders following the date of this Agreement.

Additional Covenant. 8.1 Unless otherwise agreed by The following additional covenant shall apply with respect to the Sellers Notes so long as any of the Notes remain Outstanding: (a) If a Change of Control Triggering Event occurs, unless the Company shall have redeemed the Notes in writingfull, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article XI of the Base Indenture, the Purchaser Company shall procure thatmake an offer (the “Change of Control Offer”) to each Holder of the Notes to repurchase any and all of such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of such Notes to be repurchased (such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes to be repurchased, to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to Holders of Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Closing, (a) Change of Control Payment Date shall be payable on the Young Will SPA shall have been terminated, applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the transactions consummated under Change of Control Payment Date, the Young Will SPA shall have been cancelledCompany shall, withdrew, unwound to the extent lawful: (i) accept for payment all Notes or otherwise reversed in totality, including that all Class A Ordinary Shares issued to GETUP Holding Limited, being 644,148.00 Class A Ordinary Shares, and HappyHealth Holding Limited (together with GETUP Holding Limited, “Young Will”), being 276,064.00 Class A Ordinary Shares, portions of Notes properly tendered pursuant to the Young Will SPA Change of Control Offer; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the Young Will Acquisition shall be cancelled without repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any ongoing liabilities such securities laws or obligations of whatsoever nature owed by the Purchaser to Young Will (the Class A Ordinary Shares set forth in clause (b)regulations conflict with this Section 1.4, the “Young Will Cancellation Shares”, Company shall comply with the applicable securities laws and the actions set forth in clauses (a) regulations and (b), collectively, the “Young Will Cancellation”). 8.2 In the event that the Young Will Cancellation has shall not been completed before the Closing, but should the Seller Representative waives the condition be deemed to have breached its obligations under Clause 5.2(d) relating to the Yong Will Cancellation, the Purchaser shall issue 884,125 shares of additional Class A Ordinary Shares (the “Additional Shares”) to the Sellers, collectively, on a pro rata basis, as part of the Consideration Shares issuable to the Sellers pursuant to Clause 3.1. The number of such Additional Shares to be issued to the Sellers, collectively, shall cause all the Consideration Shares issued to the Sellers on the Closing, collectively, to constitute 49% of the total issued and outstanding share capital of the Purchaser immediately after the Closing (for this purpose assuming all Young Will Cancellation Shares are issued and outstanding immediately after the Closing). 8.3 Without prejudice to any other rights and remedies Section 1.4 by virtue of any Seller, each time the Purchaser issues any Class A Ordinary Shares (or other forms of equity interests) of the Purchaser in relation to the Young Will Acquisition (except for the Young Will Cancellation Shares) (the “Earnout Issuance”), the Purchaser shall promptly afterwards, issue at par value certain number of Class A Ordinary Shares (the “Adjustment Shares”), on a pro rata basis (based on the Total Hashrate of such Seller divided by the Total Hashrate of all Sellers), to the Sellers, collectively, equal to (a) the number of the Class A Ordinary Shares or other equity interests issued in such Earnout Issuance, multiplied by (b) the quotient of 49 divided by 51. If the Earnout Issuance occurred prior to or concurrently with the Closing, the Adjustment Shares should be issued on the Closing, and if the Earnout Issuance occurred after the Closing, the corresponding Adjustment Shares should be issued promptly after such Earnout Issuance (in any event within one Business Day). All Adjustment Shares should be issued free and clear of all Encumbrances (other than (i) Encumbrances pursuant to the constitutional documents of the Purchaser or Applicable Laws and (ii) Encumbrances created by such Seller or its Affiliates)conflict. 8.4 After the Closing, the Sellers shall use commercially reasonable efforts to cooperate with and provide necessary assistance to the Purchaser regarding the transition of the operation of the Purchased Assets and provide the documentation of the historical records of the Purchased Assets as reasonably requested by the Purchaser. 8.5 The Purchaser shall use commercially reasonable effort to establish the Title Holders following the date of this Agreement.

Additional Covenant. 8.1 Unless otherwise agreed by The following additional covenant shall apply with respect to the Sellers Notes so long as any of the Notes remain Outstanding: (1) Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company shall have redeemed the Notes in writingfull, as set forth in Section 1.3 or 1.3A of this Sixth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Purchaser Company shall procure thatmake an offer (the “Change of Control Offer”) to each holder of the Notes to repurchase any and all of such holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be mailed to Holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Closing, (a) Change of Control Payment Date shall be payable on the Young Will SPA shall have been terminated, applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the transactions consummated under Change of Control Payment Date, the Young Will SPA shall have been cancelledCompany shall, withdrew, unwound to the extent lawful: (i) accept for payment all Notes or otherwise reversed in totality, including that all Class A Ordinary Shares issued to GETUP Holding Limited, being 644,148.00 Class A Ordinary Shares, and HappyHealth Holding Limited (together with GETUP Holding Limited, “Young Will”), being 276,064.00 Class A Ordinary Shares, portions of Notes properly tendered pursuant to the Young Will SPA Change of Control Offer; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the Young Will Acquisition shall be cancelled without repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any ongoing liabilities such securities laws or obligations regulations conflict with the Change of whatsoever nature owed by the Purchaser to Young Will (the Class A Ordinary Shares set forth in clause (b)Control Offer provisions of this Section 1.4, the “Young Will Cancellation Shares”, Company shall comply with the applicable securities laws and the actions set forth in clauses (a) regulations and (b), collectively, the “Young Will Cancellation”). 8.2 In the event that the Young Will Cancellation has shall not been completed before the Closing, but should the Seller Representative waives the condition be deemed to have breached its obligations under Clause 5.2(d) relating to the Yong Will Cancellation, the Purchaser shall issue 884,125 shares of additional Class A Ordinary Shares (the “Additional Shares”) to the Sellers, collectively, on a pro rata basis, as part of the Consideration Shares issuable to the Sellers pursuant to Clause 3.1. The number of such Additional Shares to be issued to the Sellers, collectively, shall cause all the Consideration Shares issued to the Sellers on the Closing, collectively, to constitute 49% of the total issued and outstanding share capital of the Purchaser immediately after the Closing (for this purpose assuming all Young Will Cancellation Shares are issued and outstanding immediately after the Closing). 8.3 Without prejudice to any other rights and remedies Section 1.4 by virtue of any Seller, each time the Purchaser issues any Class A Ordinary Shares (or other forms of equity interests) of the Purchaser in relation to the Young Will Acquisition (except for the Young Will Cancellation Shares) (the “Earnout Issuance”), the Purchaser shall promptly afterwards, issue at par value certain number of Class A Ordinary Shares (the “Adjustment Shares”), on a pro rata basis (based on the Total Hashrate of such Seller divided by the Total Hashrate of all Sellers), to the Sellers, collectively, equal to (a) the number of the Class A Ordinary Shares or other equity interests issued in such Earnout Issuance, multiplied by (b) the quotient of 49 divided by 51. If the Earnout Issuance occurred prior to or concurrently with the Closing, the Adjustment Shares should be issued on the Closing, and if the Earnout Issuance occurred after the Closing, the corresponding Adjustment Shares should be issued promptly after such Earnout Issuance (in any event within one Business Day). All Adjustment Shares should be issued free and clear of all Encumbrances (other than (i) Encumbrances pursuant to the constitutional documents of the Purchaser or Applicable Laws and (ii) Encumbrances created by such Seller or its Affiliates)conflict. 8.4 After the Closing, the Sellers shall use commercially reasonable efforts to cooperate with and provide necessary assistance to the Purchaser regarding the transition of the operation of the Purchased Assets and provide the documentation of the historical records of the Purchased Assets as reasonably requested by the Purchaser. 8.5 The Purchaser shall use commercially reasonable effort to establish the Title Holders following the date of this Agreement.

Additional Covenant. 8.1 Unless otherwise agreed by The following additional covenant shall apply with respect to the Sellers Notes so long as any of the Notes remain Outstanding: (a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company shall have redeemed such series of the Notes in writingfull, as set forth in Section 1.3 or 1.4 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Purchaser Company shall procure thatmake an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Closing, (a) Change of Control Payment Date shall be payable on the Young Will SPA shall have been terminated, applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the transactions consummated under Change of Control Payment Date, the Young Will SPA shall have been cancelledCompany shall, withdrew, unwound to the extent lawful: (i) accept for payment all Notes or otherwise reversed in totality, including that all Class A Ordinary Shares issued to GETUP Holding Limited, being 644,148.00 Class A Ordinary Shares, and HappyHealth Holding Limited (together with GETUP Holding Limited, “Young Will”), being 276,064.00 Class A Ordinary Shares, portions of Notes of the applicable series properly tendered pursuant to the Young Will SPA Change of Control Offer; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes of the applicable series properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the Young Will Acquisition shall be cancelled without repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any ongoing liabilities such securities laws or obligations of whatsoever nature owed by the Purchaser to Young Will (the Class A Ordinary Shares set forth in clause (b)regulations conflict with this Section 1.5, the “Young Will Cancellation Shares”, Company shall comply with the applicable securities laws and the actions set forth in clauses (a) regulations and (b), collectively, the “Young Will Cancellation”). 8.2 In the event that the Young Will Cancellation has shall not been completed before the Closing, but should the Seller Representative waives the condition be deemed to have breached its obligations under Clause 5.2(d) relating to the Yong Will Cancellation, the Purchaser shall issue 884,125 shares of additional Class A Ordinary Shares (the “Additional Shares”) to the Sellers, collectively, on a pro rata basis, as part of the Consideration Shares issuable to the Sellers pursuant to Clause 3.1. The number of such Additional Shares to be issued to the Sellers, collectively, shall cause all the Consideration Shares issued to the Sellers on the Closing, collectively, to constitute 49% of the total issued and outstanding share capital of the Purchaser immediately after the Closing (for this purpose assuming all Young Will Cancellation Shares are issued and outstanding immediately after the Closing). 8.3 Without prejudice to any other rights and remedies Section 1.5 by virtue of any Seller, each time the Purchaser issues any Class A Ordinary Shares (or other forms of equity interests) of the Purchaser in relation to the Young Will Acquisition (except for the Young Will Cancellation Shares) (the “Earnout Issuance”), the Purchaser shall promptly afterwards, issue at par value certain number of Class A Ordinary Shares (the “Adjustment Shares”), on a pro rata basis (based on the Total Hashrate of such Seller divided by the Total Hashrate of all Sellers), to the Sellers, collectively, equal to (a) the number of the Class A Ordinary Shares or other equity interests issued in such Earnout Issuance, multiplied by (b) the quotient of 49 divided by 51. If the Earnout Issuance occurred prior to or concurrently with the Closing, the Adjustment Shares should be issued on the Closing, and if the Earnout Issuance occurred after the Closing, the corresponding Adjustment Shares should be issued promptly after such Earnout Issuance (in any event within one Business Day). All Adjustment Shares should be issued free and clear of all Encumbrances (other than (i) Encumbrances pursuant to the constitutional documents of the Purchaser or Applicable Laws and (ii) Encumbrances created by such Seller or its Affiliates)conflict. 8.4 After the Closing, the Sellers shall use commercially reasonable efforts to cooperate with and provide necessary assistance to the Purchaser regarding the transition of the operation of the Purchased Assets and provide the documentation of the historical records of the Purchased Assets as reasonably requested by the Purchaser. 8.5 The Purchaser shall use commercially reasonable effort to establish the Title Holders following the date of this Agreement.

Additional Covenant. 8.1 Unless otherwise agreed The Company hereby further covenants and agrees that the amount of the Series E Preferred Stock and Series E-1 Preferred Stock remaining after the redemptions as contemplated in Section 1(a) of the 2021 Limited Consent, Waiver and Amendment Agreement, shall be converted to secured debt to the extent that all or any portion of the PPP Loans (as defined below) are forgiven at any time on or after the 2021 Amendment Effective Date, which conversion (each such conversion is referred to herein as the “Debt Conversion”) shall be effected by the Sellers redemption of such Preferred Stock by issuance and delivery by Company of a new Senior Note to the Purchaser, substantially in writingthe form of the Second Amended and Restated Note, duly executed and issued by Company to Purchaser pursuant to the Purchase Agreement and otherwise in form and substance satisfactory to Purchaser. In connection with and furtherance of any Debt Conversion required pursuant to this Section, the Purchaser shall procure that, prior to the Closing, Company covenants and agrees that (a) the Young Will SPA Company shall have been terminatedpay to the Purchaser in cash any and all accrued and unpaid dividends in respect of any shares of Series E Preferred Stock and Series E-1 Preferred Stock which is the subject of such Debt Conversion, and (b) the transactions Company shall take any and all actions and execute and delivery all such documents and instruments, in each case, as necessary or required in order to authorize, approve and consummate the Debt Conversion, all in form and substance reasonably satisfactory to the Purchaser, (c) the Debt Conversion (including, without limitation and issuance and delivery of a new Senior Note to the Purchaser as provided above), shall be consummated not later than five (5) Business Days following each and every forgiveness in respect of all or any portion of the PPP Loans. As used herein the term “PPP Loans” means, collectively, those certain PPP loans made by N▇▇▇▇▇ Federal Bank, as lender, to certain Subsidiary Guarantors as indicated in Schedule 8.1 to the Purchase Agreement, made pursuant to the “Paycheck Protection Program” under the Young Will SPA shall have been cancelledCoronavirus Aid, withdrew, unwound or otherwise reversed in totality, including that all Class A Ordinary Shares issued to GETUP Holding Limited, being 644,148.00 Class A Ordinary SharesRelief, and HappyHealth Holding Limited Economic Security Act (together with GETUP Holding Limited, the “Young WillCARES Act”), being 276,064.00 Class A Ordinary Shares, pursuant to the Young Will SPA in connection with the Young Will Acquisition shall be cancelled without any ongoing liabilities or obligations of whatsoever nature owed administered by the Purchaser to Young Will (the Class A Ordinary Shares set forth in clause (b), the “Young Will Cancellation Shares”, and the actions set forth in clauses (a) and (b), collectively, the “Young Will Cancellation”). 8.2 In the event that the Young Will Cancellation has not been completed before the Closing, but should the Seller Representative waives the condition under Clause 5.2(d) relating to the Yong Will Cancellation, the Purchaser shall issue 884,125 shares of additional Class A Ordinary Shares Small Business Administration (the “Additional Shares”) to the Sellers, collectively, on a pro rata basis, as part of the Consideration Shares issuable to the Sellers pursuant to Clause 3.1. The number of such Additional Shares to be issued to the Sellers, collectively, shall cause all the Consideration Shares issued to the Sellers on the Closing, collectively, to constitute 49% of the total issued and outstanding share capital of the Purchaser immediately after the Closing (for this purpose assuming all Young Will Cancellation Shares are issued and outstanding immediately after the Closing). 8.3 Without prejudice to any other rights and remedies of any Seller, each time the Purchaser issues any Class A Ordinary Shares (or other forms of equity interests) of the Purchaser in relation to the Young Will Acquisition (except for the Young Will Cancellation Shares) (the “Earnout IssuanceSBA”), the and (d) Company shall notify Purchaser shall in writing (which may be by electronic mail) promptly afterwards, issue at par value certain number of Class A Ordinary Shares (the “Adjustment Shares”), on a pro rata basis (based on the Total Hashrate of such Seller divided by the Total Hashrate of all Sellers), to the Sellers, collectively, equal to (a) the number of the Class A Ordinary Shares or other equity interests issued in such Earnout Issuance, multiplied by (b) the quotient of 49 divided by 51. If the Earnout Issuance occurred prior to or concurrently with the Closing, the Adjustment Shares should be issued on the Closing, and if the Earnout Issuance occurred after the Closing, the corresponding Adjustment Shares should be issued promptly after such Earnout Issuance (in any event within one with three (3) Business Day). All Adjustment Shares should be issued free and clear Days) after the approval of any application for loan forgiveness in respect of all Encumbrances (other than or any portion of the PPP Loans. The Company represents and warrants to Purchaser that as of the 2021 Amendment Effective Date, (i) Encumbrances pursuant to the constitutional documents aggregate principal amount of the Purchaser or Applicable Laws PPP Loans outstanding is $19,395,051, and (ii) Encumbrances created by no portion of any of the PPP Loans has yet been forgiven as of such Seller or date, but each of the applicable Subsidiary Guarantors as a borrower under its Affiliates). 8.4 After the Closing, the Sellers shall use commercially reasonable efforts to cooperate with and provide necessary assistance respective PPP Loans has submitted an application for forgiveness to the Purchaser regarding SBA in accordance with the transition applicable provisions of the operation of the Purchased Assets and provide the documentation of the historical records of the Purchased Assets as reasonably requested by the PurchaserCARES Act. 8.5 The Purchaser shall use commercially reasonable effort to establish the Title Holders following the date of this Agreement.” Staffing 360 Solutions, Inc. February 5, 2021

Additional Covenant. 8.1 Unless otherwise agreed by The following additional covenant shall apply with respect to the Sellers Notes so long as any of the Notes remain Outstanding: (a) If a Change of Control Triggering Event occurs with respect to either series of the Notes, unless the Company shall have redeemed such series of the Notes in writingfull, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Purchaser Company shall procure thatmake an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such H▇▇▇▇▇’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on either series of Notes whose Stated Maturity is on or prior to the Closing, (a) Change of Control Payment Date shall be payable on the Young Will SPA shall have been terminated, applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the transactions consummated under Change of Control Payment Date, the Young Will SPA shall have been cancelledCompany shall, withdrew, unwound to the extent lawful: (i) accept for payment all Notes or otherwise reversed in totality, including that all Class A Ordinary Shares issued to GETUP Holding Limited, being 644,148.00 Class A Ordinary Shares, and HappyHealth Holding Limited (together with GETUP Holding Limited, “Young Will”), being 276,064.00 Class A Ordinary Shares, portions of Notes of the applicable series properly tendered pursuant to the Young Will SPA Change of Control Offer; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes of the applicable series properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the Young Will Acquisition shall be cancelled without repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any ongoing liabilities such securities laws or obligations of whatsoever nature owed by the Purchaser to Young Will (the Class A Ordinary Shares set forth in clause (b)regulations conflict with this Section 1.4, the “Young Will Cancellation Shares”, Company shall comply with the applicable securities laws and the actions set forth in clauses (a) regulations and (b), collectively, the “Young Will Cancellation”). 8.2 In the event that the Young Will Cancellation has shall not been completed before the Closing, but should the Seller Representative waives the condition be deemed to have breached its obligations under Clause 5.2(d) relating to the Yong Will Cancellation, the Purchaser shall issue 884,125 shares of additional Class A Ordinary Shares (the “Additional Shares”) to the Sellers, collectively, on a pro rata basis, as part of the Consideration Shares issuable to the Sellers pursuant to Clause 3.1. The number of such Additional Shares to be issued to the Sellers, collectively, shall cause all the Consideration Shares issued to the Sellers on the Closing, collectively, to constitute 49% of the total issued and outstanding share capital of the Purchaser immediately after the Closing (for this purpose assuming all Young Will Cancellation Shares are issued and outstanding immediately after the Closing). 8.3 Without prejudice to any other rights and remedies Section 1.4 by virtue of any Seller, each time the Purchaser issues any Class A Ordinary Shares (or other forms of equity interests) of the Purchaser in relation to the Young Will Acquisition (except for the Young Will Cancellation Shares) (the “Earnout Issuance”), the Purchaser shall promptly afterwards, issue at par value certain number of Class A Ordinary Shares (the “Adjustment Shares”), on a pro rata basis (based on the Total Hashrate of such Seller divided by the Total Hashrate of all Sellers), to the Sellers, collectively, equal to (a) the number of the Class A Ordinary Shares or other equity interests issued in such Earnout Issuance, multiplied by (b) the quotient of 49 divided by 51. If the Earnout Issuance occurred prior to or concurrently with the Closing, the Adjustment Shares should be issued on the Closing, and if the Earnout Issuance occurred after the Closing, the corresponding Adjustment Shares should be issued promptly after such Earnout Issuance (in any event within one Business Day). All Adjustment Shares should be issued free and clear of all Encumbrances (other than (i) Encumbrances pursuant to the constitutional documents of the Purchaser or Applicable Laws and (ii) Encumbrances created by such Seller or its Affiliates)conflict. 8.4 After the Closing, the Sellers shall use commercially reasonable efforts to cooperate with and provide necessary assistance to the Purchaser regarding the transition of the operation of the Purchased Assets and provide the documentation of the historical records of the Purchased Assets as reasonably requested by the Purchaser. 8.5 The Purchaser shall use commercially reasonable effort to establish the Title Holders following the date of this Agreement.

Additional Covenant. 8.1 Unless otherwise agreed by The following additional covenant shall apply with respect to the Sellers Notes so long as any of the Notes remain Outstanding: (a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company shall have redeemed such series of the Notes in writingfull, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Purchaser Company shall procure thatmake an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Closing, (a) Change of Control Payment Date shall be payable on the Young Will SPA shall have been terminated, applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the transactions consummated under Change of Control Payment Date, the Young Will SPA shall have been cancelledCompany shall, withdrew, unwound to the extent lawful: (i) accept for payment all Notes or otherwise reversed in totality, including that all Class A Ordinary Shares issued to GETUP Holding Limited, being 644,148.00 Class A Ordinary Shares, and HappyHealth Holding Limited (together with GETUP Holding Limited, “Young Will”), being 276,064.00 Class A Ordinary Shares, portions of Notes of the applicable series properly tendered pursuant to the Young Will SPA Change of Control Offer; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes of the applicable series properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the Young Will Acquisition shall be cancelled without repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any ongoing liabilities such securities laws or obligations of whatsoever nature owed by the Purchaser to Young Will (the Class A Ordinary Shares set forth in clause (b)regulations conflict with this Section 1.4, the “Young Will Cancellation Shares”, Company shall comply with the applicable securities laws and the actions set forth in clauses (a) regulations and (b), collectively, the “Young Will Cancellation”). 8.2 In the event that the Young Will Cancellation has shall not been completed before the Closing, but should the Seller Representative waives the condition be deemed to have breached its obligations under Clause 5.2(d) relating to the Yong Will Cancellation, the Purchaser shall issue 884,125 shares of additional Class A Ordinary Shares (the “Additional Shares”) to the Sellers, collectively, on a pro rata basis, as part of the Consideration Shares issuable to the Sellers pursuant to Clause 3.1. The number of such Additional Shares to be issued to the Sellers, collectively, shall cause all the Consideration Shares issued to the Sellers on the Closing, collectively, to constitute 49% of the total issued and outstanding share capital of the Purchaser immediately after the Closing (for this purpose assuming all Young Will Cancellation Shares are issued and outstanding immediately after the Closing). 8.3 Without prejudice to any other rights and remedies Section 1.4 by virtue of any Seller, each time the Purchaser issues any Class A Ordinary Shares (or other forms of equity interests) of the Purchaser in relation to the Young Will Acquisition (except for the Young Will Cancellation Shares) (the “Earnout Issuance”), the Purchaser shall promptly afterwards, issue at par value certain number of Class A Ordinary Shares (the “Adjustment Shares”), on a pro rata basis (based on the Total Hashrate of such Seller divided by the Total Hashrate of all Sellers), to the Sellers, collectively, equal to (a) the number of the Class A Ordinary Shares or other equity interests issued in such Earnout Issuance, multiplied by (b) the quotient of 49 divided by 51. If the Earnout Issuance occurred prior to or concurrently with the Closing, the Adjustment Shares should be issued on the Closing, and if the Earnout Issuance occurred after the Closing, the corresponding Adjustment Shares should be issued promptly after such Earnout Issuance (in any event within one Business Day). All Adjustment Shares should be issued free and clear of all Encumbrances (other than (i) Encumbrances pursuant to the constitutional documents of the Purchaser or Applicable Laws and (ii) Encumbrances created by such Seller or its Affiliates)conflict. 8.4 After the Closing, the Sellers shall use commercially reasonable efforts to cooperate with and provide necessary assistance to the Purchaser regarding the transition of the operation of the Purchased Assets and provide the documentation of the historical records of the Purchased Assets as reasonably requested by the Purchaser. 8.5 The Purchaser shall use commercially reasonable effort to establish the Title Holders following the date of this Agreement.

Additional Covenant. 8.1 Unless otherwise agreed To induce the Administrative Agent and the Lenders to enter into this Amendment, each Borrower hereby covenants and agrees with the Administrative Agent and the Lenders as follows: (a) Such Borrower shall cause MasTec North America, Inc. to deliver to the Administrative Agent, within ninety (90) days of the date this Amendment becomes effective, a copy of a fully executed and effective new agreement (the “New DirecTV Agreement”) between MasTec North America, Inc. and DirecTV, Inc. that replaces the Home Services Provider Agreement in its entirety and modifies all DirecTV, Inc.’s rights of setoff and recoupment so as to provide (by language acceptable to the Sellers Administrative Agent in writingits reasonable credit judgment) that the New DirecTV Agreement shall be subject and subordinate to any security interest granted by MasTec North America, Inc. in the Purchaser accounts receivable arising under the New DirecTV Agreement to Fleet Capital Corporation, as administrative agent for the Lenders under MasTec North America, Inc.’s Revolving Credit and Security Agreement, as may be amended from time to time; and (b) No such Borrower shall procure that(i) enter into any agreement with DirecTV, Inc. other than the New DirecTV Agreement, (ii) modify or amend the Home Services Provider Agreement other than to replace it with the New DirecTV Agreement, or (iii) after the date on which MasTec North America, Inc. delivers to the Administrative Agent a copy of the New DirecTV Agreement, modify or amend the New DirecTV Agreement unless Borrowers shall have delivered written notice of such modification or amendment to the Administrative Agent no fewer than three (3) Business Days prior to the Closingeffective date of such modification or amendment. Each Borrower acknowledges and agrees that the Administrative Agent is authorized to establish Additional Reserves with respect to such matters and in such amounts as the administrative Agent may determined in the exercise of its reasonable credit judgment and that the Administrative Agent may do so in response to any modification or amendment of the New DirecTV Agreement. Nothing in the foregoing shall limit or restrict in any way the right of the Administrative Agent to establish, (a) change and otherwise employ any other Additional Reserve or any other reserve from time to time in the Young Will SPA shall have been terminatedexercise of its reasonable credit judgment, and (b) or to exercise any other right or remedy available to the transactions consummated Administrative Agent under the Young Will SPA shall have been cancelled, withdrew, unwound Loan Agreement or otherwise reversed in totality, including that all Class A Ordinary Shares issued to GETUP Holding Limited, being 644,148.00 Class A Ordinary Shares, and HappyHealth Holding Limited (together with GETUP Holding Limited, “Young Will”), being 276,064.00 Class A Ordinary Shares, pursuant to upon the Young Will SPA in connection with the Young Will Acquisition shall be cancelled without any ongoing liabilities or obligations of whatsoever nature owed by the Purchaser to Young Will (the Class A Ordinary Shares set forth in clause (b), the “Young Will Cancellation Shares”, and the actions set forth in clauses (a) and (b), collectively, the “Young Will Cancellation”). 8.2 In the event that the Young Will Cancellation has not been completed before the Closing, but should the Seller Representative waives the condition under Clause 5.2(d) relating to the Yong Will Cancellation, the Purchaser shall issue 884,125 shares of additional Class A Ordinary Shares (the “Additional Shares”) to the Sellers, collectively, on a pro rata basis, as part of the Consideration Shares issuable to the Sellers pursuant to Clause 3.1. The number of such Additional Shares to be issued to the Sellers, collectively, shall cause all the Consideration Shares issued to the Sellers on the Closing, collectively, to constitute 49% of the total issued and outstanding share capital of the Purchaser immediately after the Closing (for this purpose assuming all Young Will Cancellation Shares are issued and outstanding immediately after the Closing). 8.3 Without prejudice to any other rights and remedies occurrence of any Seller, each time the Purchaser issues Default or any Class A Ordinary Shares (or other forms Event of equity interests) of the Purchaser in relation to the Young Will Acquisition (except for the Young Will Cancellation Shares) (the “Earnout Issuance”), the Purchaser shall promptly afterwards, issue at par value certain number of Class A Ordinary Shares (the “Adjustment Shares”), on a pro rata basis (based on the Total Hashrate of such Seller divided by the Total Hashrate of all Sellers), to the Sellers, collectively, equal to (a) the number of the Class A Ordinary Shares or other equity interests issued in such Earnout Issuance, multiplied by (b) the quotient of 49 divided by 51. If the Earnout Issuance occurred prior to or concurrently with the Closing, the Adjustment Shares should be issued on the Closing, and if the Earnout Issuance occurred after the Closing, the corresponding Adjustment Shares should be issued promptly after such Earnout Issuance (in any event within one Business Day). All Adjustment Shares should be issued free and clear of all Encumbrances (other than (i) Encumbrances pursuant to the constitutional documents of the Purchaser or Applicable Laws and (ii) Encumbrances created by such Seller or its Affiliates)Default. 8.4 After the Closing, the Sellers shall use commercially reasonable efforts to cooperate with and provide necessary assistance to the Purchaser regarding the transition of the operation of the Purchased Assets and provide the documentation of the historical records of the Purchased Assets as reasonably requested by the Purchaser. 8.5 The Purchaser shall use commercially reasonable effort to establish the Title Holders following the date of this Agreement.

Additional Covenant. 8.1 Unless otherwise agreed by The following additional covenant shall apply with respect to the Sellers Notes so long as any of the Notes remain Outstanding: (a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company shall have redeemed such series of the Notes in writingfull, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Purchaser Company shall procure thatmake an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such ▇▇▇▇▇▇’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Closing, (a) Change of Control Payment Date shall be payable on the Young Will SPA shall have been terminated, applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the transactions consummated under Change of Control Payment Date, the Young Will SPA shall have been cancelledCompany shall, withdrew, unwound to the extent lawful: (i) accept for payment all Notes or otherwise reversed in totality, including that all Class A Ordinary Shares issued to GETUP Holding Limited, being 644,148.00 Class A Ordinary Shares, and HappyHealth Holding Limited (together with GETUP Holding Limited, “Young Will”), being 276,064.00 Class A Ordinary Shares, portions of Notes of the applicable series properly tendered pursuant to the Young Will SPA Change of Control Offer; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes of the applicable series properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the Young Will Acquisition shall be cancelled without repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any ongoing liabilities such securities laws or obligations of whatsoever nature owed by the Purchaser to Young Will (the Class A Ordinary Shares set forth in clause (b)regulations conflict with this Section 1.4, the “Young Will Cancellation Shares”, Company shall comply with the applicable securities laws and the actions set forth in clauses (a) regulations and (b), collectively, the “Young Will Cancellation”). 8.2 In the event that the Young Will Cancellation has shall not been completed before the Closing, but should the Seller Representative waives the condition be deemed to have breached its obligations under Clause 5.2(d) relating to the Yong Will Cancellation, the Purchaser shall issue 884,125 shares of additional Class A Ordinary Shares (the “Additional Shares”) to the Sellers, collectively, on a pro rata basis, as part of the Consideration Shares issuable to the Sellers pursuant to Clause 3.1. The number of such Additional Shares to be issued to the Sellers, collectively, shall cause all the Consideration Shares issued to the Sellers on the Closing, collectively, to constitute 49% of the total issued and outstanding share capital of the Purchaser immediately after the Closing (for this purpose assuming all Young Will Cancellation Shares are issued and outstanding immediately after the Closing). 8.3 Without prejudice to any other rights and remedies Section 1.4 by virtue of any Seller, each time the Purchaser issues any Class A Ordinary Shares (or other forms of equity interests) of the Purchaser in relation to the Young Will Acquisition (except for the Young Will Cancellation Shares) (the “Earnout Issuance”), the Purchaser shall promptly afterwards, issue at par value certain number of Class A Ordinary Shares (the “Adjustment Shares”), on a pro rata basis (based on the Total Hashrate of such Seller divided by the Total Hashrate of all Sellers), to the Sellers, collectively, equal to (a) the number of the Class A Ordinary Shares or other equity interests issued in such Earnout Issuance, multiplied by (b) the quotient of 49 divided by 51. If the Earnout Issuance occurred prior to or concurrently with the Closing, the Adjustment Shares should be issued on the Closing, and if the Earnout Issuance occurred after the Closing, the corresponding Adjustment Shares should be issued promptly after such Earnout Issuance (in any event within one Business Day). All Adjustment Shares should be issued free and clear of all Encumbrances (other than (i) Encumbrances pursuant to the constitutional documents of the Purchaser or Applicable Laws and (ii) Encumbrances created by such Seller or its Affiliates)conflict. 8.4 After the Closing, the Sellers shall use commercially reasonable efforts to cooperate with and provide necessary assistance to the Purchaser regarding the transition of the operation of the Purchased Assets and provide the documentation of the historical records of the Purchased Assets as reasonably requested by the Purchaser. 8.5 The Purchaser shall use commercially reasonable effort to establish the Title Holders following the date of this Agreement.

Additional Covenant. 8.1 Unless otherwise agreed by The following additional covenant shall apply with respect to the Sellers Notes so long as any of the Notes remain Outstanding: (a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company shall have redeemed such series of the Notes in writingfull, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Purchaser Company shall procure thatmake an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such ▇▇▇▇▇▇’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Closing, (a) Change of Control Payment Date shall be payable on the Young Will SPA shall have been terminated, applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the transactions consummated under Change of Control Payment Date, the Young Will SPA shall have been cancelledCompany shall, withdrew, unwound to the extent lawful: (i) accept for payment all Notes or otherwise reversed in totality, including that all Class A Ordinary Shares issued to GETUP Holding Limited, being 644,148.00 Class A Ordinary Shares, and HappyHealth Holding Limited (together with GETUP Holding Limited, “Young Will”), being 276,064.00 Class A Ordinary Shares, portions of Notes of the applicable series properly tendered pursuant to the Young Will SPA Change of Control Offer; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes of the applicable series properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the Young Will Acquisition shall be cancelled without repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any ongoing liabilities such securities laws or obligations of whatsoever nature owed by the Purchaser to Young Will (the Class A Ordinary Shares set forth in clause (b)regulations conflict with this Section 1.4, the “Young Will Cancellation Shares”, Company shall comply with the applicable securities laws and the actions set forth in clauses (a) regulations and (b), collectively, the “Young Will Cancellation”). 8.2 In the event that the Young Will Cancellation has shall not been completed before the Closing, but should the Seller Representative waives the condition be deemed to have breached its obligations under Clause 5.2(d) relating to the Yong Will Cancellation, the Purchaser shall issue 884,125 shares of additional Class A Ordinary Shares (the “Additional Shares”) to the Sellers, collectively, on a pro rata basis, as part of the Consideration Shares issuable to the Sellers pursuant to Clause 3.1. The number of such Additional Shares to be issued to the Sellers, collectively, shall cause all the Consideration Shares issued to the Sellers on the Closing, collectively, to constitute 49% of the total issued and outstanding share capital of the Purchaser immediately after the Closing (for this purpose assuming all Young Will Cancellation Shares are issued and outstanding immediately after the Closing). 8.3 Without prejudice to any other rights and remedies Section 1.4 by virtue of any Seller, each time the Purchaser issues any Class A Ordinary Shares (or other forms of equity interests) of the Purchaser in relation to the Young Will Acquisition (except for the Young Will Cancellation Shares) (the “Earnout Issuance”), the Purchaser shall promptly afterwards, issue at par value certain number of Class A Ordinary Shares (the “Adjustment Shares”), on a pro rata basis (based on the Total Hashrate of such Seller divided by the Total Hashrate of all Sellers), to the Sellers, collectively, equal to (a) the number of the Class A Ordinary Shares or other equity interests issued in such Earnout Issuance, multiplied by (b) the quotient of 49 divided by 51. If the Earnout Issuance occurred prior to or concurrently with the Closing, the Adjustment Shares should be issued on the Closing, and if the Earnout Issuance occurred after the Closing, the corresponding Adjustment Shares should be issued promptly after such Earnout Issuance (in any event within one Business Day). All Adjustment Shares should be issued free and clear of all Encumbrances (other than (i) Encumbrances pursuant to the constitutional documents of the Purchaser or Applicable Laws and (ii) Encumbrances created by such Seller or its Affiliates)conflict. 8.4 After the Closing, the Sellers shall use commercially reasonable efforts to cooperate with and provide necessary assistance to the Purchaser regarding the transition of the operation of the Purchased Assets and provide the documentation of the historical records of the Purchased Assets as reasonably requested by the Purchaser. 8.5 The Purchaser shall use commercially reasonable effort to establish the Title Holders following the date of this Agreement.

Additional Covenant. 8.1 Unless otherwise agreed by The following additional covenant shall apply with respect to the Sellers Notes so long as any of the Notes remain Outstanding: (a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company shall have redeemed such series of the Notes in writingfull, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Purchaser Company shall procure thatmake an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such ▇▇▇▇▇▇’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of the Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Closing, (a) Change of Control Payment Date shall be payable on the Young Will SPA shall have been terminated, applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the transactions consummated under Change of Control Payment Date, the Young Will SPA shall have been cancelledCompany shall, withdrew, unwound to the extent lawful: (i) accept for payment all of the Notes or otherwise reversed in totality, including that all Class A Ordinary Shares issued to GETUP Holding Limited, being 644,148.00 Class A Ordinary Shares, and HappyHealth Holding Limited (together with GETUP Holding Limited, “Young Will”), being 276,064.00 Class A Ordinary Shares, portions of the Notes of the applicable series properly tendered pursuant to the Young Will SPA Change of Control Offer; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all of the Notes or portions of the Notes of the applicable series properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the Young Will Acquisition shall be cancelled without repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any ongoing liabilities such securities laws or obligations of whatsoever nature owed by the Purchaser to Young Will (the Class A Ordinary Shares set forth in clause (b)regulations conflict with this Section 1.4, the “Young Will Cancellation Shares”, Company shall comply with the applicable securities laws and the actions set forth in clauses (a) regulations and (b), collectively, the “Young Will Cancellation”). 8.2 In the event that the Young Will Cancellation has shall not been completed before the Closing, but should the Seller Representative waives the condition be deemed to have breached its obligations under Clause 5.2(d) relating to the Yong Will Cancellation, the Purchaser shall issue 884,125 shares of additional Class A Ordinary Shares (the “Additional Shares”) to the Sellers, collectively, on a pro rata basis, as part of the Consideration Shares issuable to the Sellers pursuant to Clause 3.1. The number of such Additional Shares to be issued to the Sellers, collectively, shall cause all the Consideration Shares issued to the Sellers on the Closing, collectively, to constitute 49% of the total issued and outstanding share capital of the Purchaser immediately after the Closing (for this purpose assuming all Young Will Cancellation Shares are issued and outstanding immediately after the Closing). 8.3 Without prejudice to any other rights and remedies Section 1.4 by virtue of any Seller, each time the Purchaser issues any Class A Ordinary Shares (or other forms of equity interests) of the Purchaser in relation to the Young Will Acquisition (except for the Young Will Cancellation Shares) (the “Earnout Issuance”), the Purchaser shall promptly afterwards, issue at par value certain number of Class A Ordinary Shares (the “Adjustment Shares”), on a pro rata basis (based on the Total Hashrate of such Seller divided by the Total Hashrate of all Sellers), to the Sellers, collectively, equal to (a) the number of the Class A Ordinary Shares or other equity interests issued in such Earnout Issuance, multiplied by (b) the quotient of 49 divided by 51. If the Earnout Issuance occurred prior to or concurrently with the Closing, the Adjustment Shares should be issued on the Closing, and if the Earnout Issuance occurred after the Closing, the corresponding Adjustment Shares should be issued promptly after such Earnout Issuance (in any event within one Business Day). All Adjustment Shares should be issued free and clear of all Encumbrances (other than (i) Encumbrances pursuant to the constitutional documents of the Purchaser or Applicable Laws and (ii) Encumbrances created by such Seller or its Affiliates)conflict. 8.4 After the Closing, the Sellers shall use commercially reasonable efforts to cooperate with and provide necessary assistance to the Purchaser regarding the transition of the operation of the Purchased Assets and provide the documentation of the historical records of the Purchased Assets as reasonably requested by the Purchaser. 8.5 The Purchaser shall use commercially reasonable effort to establish the Title Holders following the date of this Agreement.

Additional Covenant. 8.1 Unless otherwise agreed by The following additional covenant shall apply with respect to the Sellers Notes so long as any of the Notes remain Outstanding: (a) If a Change of Control Triggering Event occurs, unless the Company shall have redeemed the Notes in writingfull, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article XI of the Base Indenture, the Purchaser Company shall procure thatmake an offer (the “Change of Control Offer”) to each Holder of the Notes to repurchase any and all of such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Closing, (a) Change of Control Payment Date shall be payable on the Young Will SPA shall have been terminated, applicable Interest Payment Date to the Holders of the Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (b) On the transactions consummated under Change of Control Payment Date, the Young Will SPA shall have been cancelledCompany shall, withdrew, unwound to the extent lawful: (i) accept for payment all Notes or otherwise reversed in totality, including that all Class A Ordinary Shares issued to GETUP Holding Limited, being 644,148.00 Class A Ordinary Shares, and HappyHealth Holding Limited (together with GETUP Holding Limited, “Young Will”), being 276,064.00 Class A Ordinary Shares, portions of Notes properly tendered pursuant to the Young Will SPA Change of Control Offer; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the Young Will Acquisition shall be cancelled without repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any ongoing liabilities such securities laws or obligations of whatsoever nature owed by the Purchaser to Young Will (the Class A Ordinary Shares set forth in clause (b)regulations conflict with this Section 1.4, the “Young Will Cancellation Shares”, Company shall comply with the applicable securities laws and the actions set forth in clauses (a) regulations and (b), collectively, the “Young Will Cancellation”). 8.2 In the event that the Young Will Cancellation has shall not been completed before the Closing, but should the Seller Representative waives the condition be deemed to have breached its obligations under Clause 5.2(d) relating to the Yong Will Cancellation, the Purchaser shall issue 884,125 shares of additional Class A Ordinary Shares (the “Additional Shares”) to the Sellers, collectively, on a pro rata basis, as part of the Consideration Shares issuable to the Sellers pursuant to Clause 3.1. The number of such Additional Shares to be issued to the Sellers, collectively, shall cause all the Consideration Shares issued to the Sellers on the Closing, collectively, to constitute 49% of the total issued and outstanding share capital of the Purchaser immediately after the Closing (for this purpose assuming all Young Will Cancellation Shares are issued and outstanding immediately after the Closing). 8.3 Without prejudice to any other rights and remedies Section 1.4 by virtue of any Seller, each time the Purchaser issues any Class A Ordinary Shares (or other forms of equity interests) of the Purchaser in relation to the Young Will Acquisition (except for the Young Will Cancellation Shares) (the “Earnout Issuance”), the Purchaser shall promptly afterwards, issue at par value certain number of Class A Ordinary Shares (the “Adjustment Shares”), on a pro rata basis (based on the Total Hashrate of such Seller divided by the Total Hashrate of all Sellers), to the Sellers, collectively, equal to (a) the number of the Class A Ordinary Shares or other equity interests issued in such Earnout Issuance, multiplied by (b) the quotient of 49 divided by 51. If the Earnout Issuance occurred prior to or concurrently with the Closing, the Adjustment Shares should be issued on the Closing, and if the Earnout Issuance occurred after the Closing, the corresponding Adjustment Shares should be issued promptly after such Earnout Issuance (in any event within one Business Day). All Adjustment Shares should be issued free and clear of all Encumbrances (other than (i) Encumbrances pursuant to the constitutional documents of the Purchaser or Applicable Laws and (ii) Encumbrances created by such Seller or its Affiliates)conflict. 8.4 After the Closing, the Sellers shall use commercially reasonable efforts to cooperate with and provide necessary assistance to the Purchaser regarding the transition of the operation of the Purchased Assets and provide the documentation of the historical records of the Purchased Assets as reasonably requested by the Purchaser. 8.5 The Purchaser shall use commercially reasonable effort to establish the Title Holders following the date of this Agreement.