Contract analysis

I. Executive Summary This Closing Memorandum summarizes the material terms, documents, parties, conditions precedent, funds flow, and post-closing items relating to the $950,000,000 Senior Secured Term Loan B Credit Facility (the "Facility" or "Term Loan B") extended to Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower" or "IHDC"), and Ironhaven Frankfurt GmbH, a German limited liability

II. Key Transaction Dates The following timeline sets forth the key dates in the origination, syndication, execution, and closing of the Facility: The 19-day period between the Signing Date and the Closing Date was required to complete certain conditions precedent that could not be satisfied prior to signing, including the filing and perfection of certain UCC financing statements, delivery of the updated title insura

III. Summary of Key Terms A. Facility Terms The following summarizes the principal economic and structural terms of the Facility as set forth in the Credit Agreement: Facility Type: Senior Secured Term Loan B Credit Facility. Aggregate Commitments: $950,000,000, consisting of: (a) USD Tranche: $675,000,000; and (b) EUR Sub-Tranche: €253,571,429, which is approximately $275,000,000 based on the Closing Date spot rate

1. Maximum Net Leverage Ratio: The Consolidated Total Net Debt to Consolidated Adjusted EBITDA ratio shall not exceed 6.00 to 1.00 as of the last day of any fiscal quarter. "Consolidated Total Net Debt" means all funded indebtedness for borrowed money of the Borrower and its consolidated subsidiaries, minus Unrestricted Cash and Cash Equivalents (not to exceed $100,000,000 for netting purposes). "Consolidated Adjuste

2. Minimum Interest Coverage Ratio: The Consolidated Adjusted EBITDA to Consolidated Cash Interest Expense ratio shall not be less than 2.00 to 1.00 as of the last day of any fiscal quarter. "Consolidated Cash Interest Expense" includes all cash interest paid or accrued on all funded indebtedness of the Borrower and its consolidated subsidiaries during the applicable measurement period, excluding amortization of OID

3. Maximum Capital Expenditure: Aggregate capital expenditures of the Borrower and its consolidated subsidiaries shall not exceed: (a) $325,000,000 for the fiscal year ending December 31, 2024; and (b) $250,000,000 per annum for each fiscal year ending December 31, 2025 and thereafter. Unused amounts under the annual capital expenditure basket may be carried forward to the immediately following fiscal year in an amou

IV. Parties and Lender Syndicate A. Loan Parties Ironhaven Data Centers LLC ("IHDC" or the "Borrower") is a Delaware limited liability company formed on March 22, 2019. IHDC's Employer Identification Number (EIN) is 84-3291057. IHDC is the primary operating entity and the direct owner and operator of the Ironhaven Ashburn I campus in Loudoun County, Virginia. IHDC is also the sole quotaholder (Gesellschafter) of Iron

V. Documents Executed and Delivered at Signing (May 15, 2024) The following documents were executed and/or delivered by the applicable parties on or prior to the Signing Date of May 15, 2024. Certain documents were delivered in connection with the satisfaction of conditions precedent to the execution and delivery of the Credit Agreement. All documents are listed numerically and are cross-referenced to the master docu

1. Senior Secured Term Loan B Credit Agreement — Dated as of May 15, 2024, among Ironhaven Data Centers LLC, as Borrower, Ironhaven Frankfurt GmbH, as Co-Borrower, Ironhaven Holdings Inc., as Parent Guarantor, Crescent Harbor Bank, N.A., as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner, Pinnacle Trust Company, N.A., as Collateral Agent, and the Lenders party thereto. The Credit Agreement is governed b

2. Guarantee Agreement — Dated as of May 15, 2024, by Ironhaven Holdings Inc. in favor of Crescent Harbor Bank, N.A., as Administrative Agent for the benefit of the Secured Parties. The Guarantee Agreement provides an unconditional, irrevocable guaranty of all obligations of the Borrower and the Co-Borrower under the Credit Agreement and the other Loan Documents. The Guarantee Agreement is governed by the laws of the

3. First Lien / Super-Senior Intercreditor Agreement — Dated as of May 15, 2024, among Ironhaven Data Centers LLC, Crescent Harbor Bank, N.A. (in its capacities as Term Loan Agent under the Credit Agreement and as Revolver Agent under the existing $100,000,000 Super-Senior Revolving Credit Facility dated as of September 15, 2023), and Pinnacle Trust Company, N.A., as Collateral Agent. The Intercreditor Agreement esta

4. Promissory Notes — Individual promissory notes were executed by the Borrower in favor of each of the seven Lenders in their respective committed amounts as set forth in the commitment schedule in Section IV.D above. Each promissory note is dated May 15, 2024, and evidences the obligation of the Borrower to repay the principal amount of such Lender's commitment, together with interest and other amounts due under th

5. US Pledge and Security Agreement — Dated as of May 15, 2024, by Ironhaven Data Centers LLC and Ironhaven Holdings Inc., as Grantors, in favor of Pinnacle Trust Company, N.A., as Collateral Agent for the benefit of the Secured Parties. The US Pledge and Security Agreement grants a first-priority security interest (subject to certain permitted liens) in substantially all personal property assets of the Grantors, inc

6. Equity Interest Pledge Agreement — Dated as of May 15, 2024, consisting of two related pledges: (i) Holdings Pledge: Ironhaven Holdings Inc. pledging 100% of the membership interests in Ironhaven Data Centers LLC (represented by Unit Certificate No. 001) to Pinnacle Trust Company, N.A., as Collateral Agent; and (ii) IHDC Pledge: Ironhaven Data Centers LLC pledging 100% of the equity interests (shares / Geschäftsan

7. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing — Dated as of May 15, 2024, by Ironhaven Data Centers LLC, as Grantor, to Commonwealth Deed Trustee, LLC, as Trustee, for the benefit of Pinnacle Trust Company, N.A., as Beneficiary. The Deed of Trust encumbers the real property constituting the Virginia campus, consisting of two parcels identified as Tax Parcel Nos. 087-27-1234

8. Environmental Indemnity Agreement — Dated as of May 15, 2024, by Ironhaven Data Centers LLC in favor of Pinnacle Trust Company, N.A., as Collateral Agent. The Environmental Indemnity Agreement provides an indemnity against environmental liabilities and losses arising out of or relating to the Virginia campus, including costs of remediation, claims by governmental authorities under CERCLA, RCRA, the Virginia Waste

9. Deposit Account Control Agreements (DACAs) — Dated as of May 15, 2024, executed by Ironhaven Data Centers LLC, Pinnacle Trust Company, N.A. (as Secured Party), and the applicable depository banks, granting control over IHDC's deposit accounts. DACAs were executed for the following accounts: (a) IHDC operating account at Crescent Harbor Bank, N.A. (Account No. xxxxxx4782); (b) IHDC construction disbursement account

10. Intellectual Property Security Agreement — Dated as of May 15, 2024, by Ironhaven Data Centers LLC in favor of Pinnacle Trust Company, N.A., as Collateral Agent. The intellectual Property Security Agreement grants a first-priority security interest in all of IHDC's intellectual property assets, including trademarks (and applications), patents (and applications), copyrights (and applications), domain names, and re

11. Collateral Agent Appointment Agreement — Dated as of May 15, 2024, among Crescent Harbor Bank, N.A. (as Administrative Agent), the Lenders, and Pinnacle Trust Company, N.A. (as Collateral Agent). The Collateral Agent Appointment Agreement appoints Pinnacle Trust as the Collateral Agent for the Secured Parties and sets forth the Collateral Agent's duties, rights, indemnification, and compensation. Annual fees unde

12. German Parallel Debt and Security Trust Agreement (*Sicherheitentreuhandvertrag*) — Dated as of May 15, 2024, among Ironhaven Frankfurt GmbH, Pinnacle Trust Company, N.A. (acting through its London branch, as Security Trustee), and the Lenders party to the Credit Agreement. The Parallel Debt Agreement creates a separate, independent obligation (abstraktes Schuldversprechen) of IHDC Frankfurt in favor of the Secur

13. German Land Charge Agreement (*Grundschuldbestellungsurkunde*) — Notarized on May 15, 2024, by the notary public (Notar) in Frankfurt am Main. The Grundschuld is a non-accessory land charge (Buchgrundschuld) in the amount of €275,000,000 plus a one-time ancillary performance (einmalige Nebenleistung) of 20% per annum, encumbering the Frankfurt campus parcel registered in the Land Register (Grundbuch) of Frankfurt

14. German Global Assignment of Receivables (*Globalzession*) — Dated as of May 15, 2024, by Ironhaven Frankfurt GmbH in favor of Pinnacle Trust Company, N.A. (as Security Trustee). The Globalzession covers all present and future receivables of IHDC Frankfurt arising from its business operations, including receivables under data center lease agreements, service contracts, and intercompany receivables. The assignment

15. German Account Pledge Agreement (*Kontoverpfändung*) — Dated as of May 15, 2024, by Ironhaven Frankfurt GmbH in favor of Pinnacle Trust Company, N.A. (as Security Trustee). The Account Pledge Agreement covers all bank accounts of IHDC Frankfurt maintained with NordBrücke AG, including the operating account and the construction escrow account. Notifications of the pledge (Verpfändungsanzeige) were delivered to Nor

16. German Security Transfer of Movable Assets (*Sicherungsübereignungsvertrag*) — Dated as of May 15, 2024, by Ironhaven Frankfurt GmbH in favor of Pinnacle Trust Company, N.A. (as Security Trustee). The security transfer covers all movable assets (bewegliche Sachen) located at the Frankfurt campus, including servers, networking equipment, power distribution units, cooling systems, generators, and other tangible per

17. German Share Pledge Agreement (*Anteilsverpfändungsvertrag*) — Notarized on May 15, 2024, by the notary public in Frankfurt am Main. Ironhaven Data Centers LLC, as the sole quotaholder of IHDC Frankfurt, pledged 100% of the shares (Geschäftsanteile) in IHDC Frankfurt (registered under HRB 129457) to Pinnacle Trust Company, N.A. (as Security Trustee). The share pledge includes all rights appurtenant to the shares,

18. German Security Purpose Agreement (*Sicherungszweckerklärung*) — Dated as of May 15, 2024, by Ironhaven Frankfurt GmbH and Ironhaven Data Centers LLC in favor of Pinnacle Trust Company, N.A. (as Security Trustee). The Security Purpose Agreement is the overarching declaration linking all German-law security interests (Grundschuld, Globalzession, Kontoverpfändung, Sicherungsübereignung, and Anteilsverpfändung) to t

19. Calderwood & Harkness Legal Opinion — NY/DE Law — Dated May 15, 2024. Opinion letter delivered by Calderwood & Harkness LLP addressed to Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders. The opinion covers the following matters: (a) due organization and good standing of IHDC under Delaware law and Ironhaven Holdings Inc. under Delaware law;

20. Calderwood & Harkness Supplemental Opinion — US Regulatory — Dated May 15, 2024. Supplemental opinion letter addressing: (a) the absence of registration requirements under the Investment Company Act of 1940, as amended, with respect to the Borrower, the Co-Borrower, Holdings, and the Facility; (b) compliance of the Credit Agreement with the margin regulation requirements of Regulations T, U, and X of the Board of

21. Calderwood & Harkness Virginia Law Opinion — Dated May 15, 2024. Opinion letter addressing: (a) the enforceability of the Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing under the laws of the Commonwealth of Virginia; (b) the sufficiency of the Deed of Trust for recording in the Clerk's Office of the Circuit Court of Loudoun County, Virginia; (c) the creation of a valid lien

22. Calderwood & Harkness Tax Opinion — Dated May 15, 2024. Prepared by Sylvia Hartwell, Tax Specialist. The tax opinion addresses the following matters: (a) the characterization of the Term Loan B as indebtedness (rather than equity) for United States federal income tax purposes; (b) the withholding tax analysis under Sections 871 and 881 of the Internal Revenue Code of 1986, as amended, with respect to interest pay

23. Wendt Falkenberg Legal Opinion — German Law — Dated May 15, 2024. Opinion letter delivered by Wendt Falkenberg Rechtsanwälte PartG mbB, Frankfurt am Main, addressed to Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Security Trustee), and the Lenders. The opinion covers: (a) the due incorporation and existence of IHDC Frankfurt as a GmbH under German law; (b) the corporate c

24. Form of Lender KYC / OFAC Compliance Certificate — Executed by each of the seven Lenders (Crescent Harbor Bank, N.A.; Ridgeline National Bank; Marlowe Asset Management Meridian Capital, LLC; Atlas Peak Credit Partners, LP; NordBrücke AG; Pacific Rim Institutional Lending Corp.; and Osprey Insurance Capital, Ltd.) prior to the Signing Date. Each certificate contains representations and warranties that the Lender i

25. Borrower Beneficial Ownership Certification (FinCEN CDD Rule) — Executed by Jonathan Pryce-Williams, General Counsel, on behalf of Ironhaven Data Centers LLC, in compliance with the Beneficial Ownership Requirements for Legal Entity Customers under 31 C.F.R. § 1010.230 (the "CDD Rule"). The certification identifies the beneficial owners holding 25% or more of the equity interests in IHDC and the individual with s

26. IHDC Frankfurt Transparenzregister Filing Confirmation — Confirmation of the filing by IHDC Frankfurt with the German Transparenzregister (Transparency Register) maintained by the Bundesanzeiger Verlag, in compliance with Section 20 of the German Anti-Money Laundering Act (Geldwäschegesetz, "GwG"). The filing identifies the beneficial owners of IHDC Frankfurt.

27. Lender Sanctions Representations Side Letter — Osprey Insurance Capital, Ltd. — Dated May 15, 2024. Enhanced sanctions representations, warranties, and indemnity letter executed by Osprey Insurance Capital, Ltd. in favor of the Borrower and the Administrative Agent. The side letter was required due to Osprey's status as a Bermuda-organized entity with a UK-person nexus (Fiona Abernathy, Head of Credit Investments

28. IRS Form W-8BEN-E Package — Collected from NordBrücke AG and Osprey Insurance Capital, Ltd. prior to the Signing Date. Each Form W-8BEN-E confirms the non-U.S. status of the respective Lender and claims treaty eligibility (NordBrücke AG) or the portfolio interest exemption (Osprey Insurance Capital, Ltd.) for purposes of reduced or zero withholding on U.S.-source interest payments under the Credit Agreement. The

29. Secretary's / Officer's Certificate — IHDC — Executed by Jonathan Pryce-Williams, General Counsel and Secretary of Ironhaven Data Centers LLC, dated May 15, 2024. The certificate attests to the following: (a) incumbency of authorized officers (Marcus Delaine, CEO; Rebecca Sung, CFO; Jonathan Pryce-Williams, GC); (b) attached certified copies of the Certificate of Formation (as amended) and the Second Amended and

30. Board Resolutions — Ironhaven Holdings Inc. — Resolutions of the Board of Directors of Ironhaven Holdings Inc., adopted by unanimous written consent dated May 14, 2024, authorizing (a) the execution and delivery of the Guarantee Agreement, (b) the execution and delivery of the Equity Interest Pledge Agreement (pledging 100% of IHDC membership interests), and (c) the performance by Holdings of its obligations unde

31. Shareholder Resolutions — IHDC Frankfurt GmbH — Resolutions of Ironhaven Data Centers LLC, as the sole quotaholder (Alleingesellschafter) of IHDC Frankfurt, adopted by written resolution (Gesellschafterbeschluss) dated May 14, 2024, authorizing (a) IHDC Frankfurt's entry into the Credit Agreement as Co-Borrower, (b) the execution and delivery of the German security documents (including the Grundschuld, the Global

32. Organizational Documents Package — Certified copies of the following organizational documents were delivered to the Administrative Agent and the Collateral Agent: (a) IHDC — Certificate of Formation (as filed with the Delaware Secretary of State on March 22, 2019, as amended); Second Amended and Restated Limited Liability Company Agreement dated February 1, 2024; (b) Ironhaven Holdings Inc. — Certificate of Incor

33. Good Standing Certificates — The following good standing certificates were obtained and delivered: (a) Ironhaven Data Centers LLC — Certificate of Good Standing from the Delaware Secretary of State dated May 13, 2024; (b) Ironhaven Data Centers LLC — Certificate of Good Standing (Certificate of Existence) from the Virginia State Corporation Commission dated May 13, 2024; (c) Ironhaven Holdings Inc. — Certificate

34. Escrow Agreement — Virginia Campus Construction — Dated as of May 15, 2024, among Ironhaven Data Centers LLC, Crescent Harbor Bank, N.A. (as Administrative Agent), and Pinnacle Trust Company, N.A. (as Escrow Agent). The Virginia Campus Construction Escrow Agreement provides for the deposit of $475,000,000 from the USD Tranche into an escrow account at Pinnacle Trust for the purpose of funding Phase I construction

35. Escrow Agreement — Frankfurt Campus Construction — Dated as of May 15, 2024, among Ironhaven Frankfurt GmbH, Crescent Harbor Bank, N.A. (as Administrative Agent), and NordBrücke AG (as Frankfurt Escrow Bank). The Frankfurt Campus Construction Escrow Agreement provides for the deposit of €253,571,429 from the EUR Sub-Tranche into an escrow account at NordBrücke AG for the purpose of funding Phase I construction co

VI. Documents Executed and Delivered at Closing (June 3, 2024) The following documents were executed and/or delivered on the Closing Date of June 3, 2024, in satisfaction of the conditions precedent to the initial borrowing under the Credit Agreement. A. Closing Certificates

36. Officer's Closing Certificate — IHDC — Executed by Jonathan Pryce-Williams, General Counsel and Secretary of Ironhaven Data Centers LLC, dated June 3, 2024. The Officer's Closing Certificate certifies that (a) all representations and warranties of the Borrower, the Co-Borrower, and the Parent Guarantor contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects as

37. Solvency Certificate — Executed by Rebecca Sung, Chief Financial Officer of Ironhaven Data Centers LLC, dated June 3, 2024. The Solvency Certificate certifies the solvency of IHDC and its subsidiaries on a consolidated basis after giving pro forma effect to the transactions consummated on the Closing Date, including the incurrence of the Term Loan B, the equity contribution, and the payoff of the Greystone mezzan

38. Payoff Letter — Greystone Mezzanine Fund II, LP — Dated June 3, 2024, executed by Greystone Mezzanine Fund II, LP. The payoff letter confirms the total payoff amount required to discharge in full all obligations of IHDC under the Mezzanine Note Purchase Agreement dated April 4, 2023, and the related mezzanine notes (CUSIP: 39817MAB3). The total payoff amount is $132,708,333.33, calculated as follows: The payoff l

39. UCC-3 Termination Statement and Lien Release — Greystone — UCC-3 termination statement filed with the Delaware Secretary of State on June 3, 2024, terminating the UCC-1 financing statement filed by Greystone Mezzanine Fund II, LP as Secured Party against Ironhaven Data Centers LLC as Debtor. The termination statement terminates all liens and security interests held by Greystone in the assets of IHDC. Filing confi

40. Insurance Compliance Certificate — Calloway & Strand — Dated June 3, 2024, executed by Patricia Calloway, Principal, Calloway & Strand Insurance Brokers, Inc. The certificate confirms that the following insurance policies are in full force and effect and meet the requirements of Section 6.07 of the Credit Agreement: (a) Builder's risk insurance — covering Phase I construction at both the Virginia and Frankfurt ca

41. ALTA Lender's Title Insurance Policy — Keystone Title Guaranty Company — Dated June 3, 2024, issued by Keystone Title Guaranty Company (Raymond Hobbs, Senior Underwriter) in favor of Pinnacle Trust Company, N.A. (as Collateral Agent). The ALTA Lender's Title Insurance Policy insures the first-priority lien of the Deed of Trust on the Virginia campus parcels (Tax Parcel Nos. 087-27-1234 and 087-27-1235, Loudoun Co

42. Borrowing Request — Dated June 3, 2024, executed by Rebecca Sung, Chief Financial Officer of Ironhaven Data Centers LLC. The Borrowing Request was delivered to the Administrative Agent pursuant to Section 2.03 of the Credit Agreement and requests the drawdown of the full aggregate commitments under the Facility as follows: (a) USD Tranche: $675,000,000, to be funded in U.S. dollars by wire transfer to IHDC's oper

43. UCC-1 Financing Statements — The following UCC-1 financing statements were filed and confirmed prior to the Closing Date: (a) Delaware Secretary of State — IHDC as Debtor: UCC-1 financing statement naming Ironhaven Data Centers LLC as Debtor and Pinnacle Trust Company, N.A. as Secured Party; filed on May 17, 2024; covering all assets of the Debtor; filing receipt confirmed; (b) Delaware Secretary of State — Holdi

44. Survey and Legal Description Certificate — An ALTA/NSPS Land Title Survey of the Virginia campus (Tax Parcel Nos. 087-27-1234 and 087-27-1235, Loudoun County, Virginia) was prepared by Dominion Land Surveys, LLC, certified to IHDC, Pinnacle Trust Company, N.A., Keystone Title Guaranty Company, and Calderwood & Harkness LLP, dated April 30, 2024 (updated May 28, 2024). The survey complies with the 2021 Minimum Sta

45. Appraisals — MAI appraisals were prepared by Meridian Valuation Group, LLC (Howard Finch, MAI, Principal) for both campuses: (a) Virginia Campus (Ironhaven Ashburn I): "As-Is" appraised value of $280,000,000; "As-Completed" (Phase I) prospective value of $625,000,000; "As-Stabilized" (Phase I, 95% occupancy) prospective value of $785,000,000. Appraisal dated April 22, 2024. (b) Frankfurt Campus (Ironhaven Frankfu

VII. Funds Flow — Sources and Uses (June 3, 2024) A. Sources The following table sets forth the sources of funds for the closing of the Facility: The Term Loan B gross draw amount is $950,000,000. The OID of 50 basis points ($4,750,000) was netted from the Lenders' funding amounts on a pro rata basis, resulting in net proceeds to the Borrower of $945,250,000. The Thornfield equity contribution of $410,000,000 was fun

VIII. Use of Proceeds Reconciliation The following table reconciles the use of proceeds of the Term Loan B (gross amount of $950,000,000) to the purposes authorized under the Credit Agreement: Note: The Greystone payoff amount reflected in the funds flow statement (Section VII.B) totals $132,708,333.33, which exceeds the $130,000,000 principal amount shown in the use of proceeds reconciliation above by $2,708,333.33.

IX. Collateral Package Summary A. US Collateral The Term Loan B is secured by a comprehensive collateral package covering substantially all assets of the Borrower and the Parent Guarantor. The US collateral consists of the following: Real Property: A first-priority Deed of Trust encumbering the Borrower's fee simple interest in approximately 142 acres of real property in Loudoun County, Virginia, consisting of two pa