Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Administrative Agent" means Crescent Harbor Bank, National Association, a national banking association, in its capacity as Administrative Agent under the Credit Agreement, together with its successors and assigns in such capacity. "Agreement" means this Escrow Agreement, including all exhibits, schedul

Section 1.2 — Credit Agreement Definitions Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Credit Agreement, including, without limitation, the following: "Adjusted EBITDA," "Net Leverage Ratio," "Consolidated Total Net Debt," "Change of Control," "Excess Cash Flow," "Material Adverse Effect," "Sanctioned Country," "Sanctioned Person," "Subsidia

Section 1.3 — Rules of Construction Unless the context otherwise requires: (a) headings and captions are for convenience of reference only and shall not affect the interpretation of this Agreement; (b) words in the singular include the plural, and words in the plural include the singular; (c) the word "including" (and with correlative meaning, "include" and "includes") means including without limiting the generality

ARTICLE II — ESTABLISHMENT OF ESCROW ACCOUNT; DEPOSIT

Section 2.1 — Establishment of Escrow Account (a) On or prior to the Closing Date, the Escrow Agent shall establish and maintain a segregated, interest-bearing escrow account (the "Escrow Account") at its offices in Washington, D.C. The Escrow Account shall be titled: "Pinnacle Trust Company, N.A., as Escrow Agent for Ironhaven Data Centers LLC — Virginia Campus Construction Escrow" (b) The Escrow Account shall at al

Section 2.2 — Deposit of Escrowed Funds (a) On the Closing Date (June 3, 2024), the sum of Four Hundred Seventy-Five Million Dollars ($475,000,000) shall be deposited into the Escrow Account by wire transfer of immediately available funds from the Administrative Agent out of the proceeds of the Term Loan draw under the Credit Agreement. The wire transfer shall be made in accordance with the wire transfer instructions

Section 2.3 — Escrow Account as Collateral (a) The Parties acknowledge and agree that the Escrow Account and all Escrowed Funds deposited therein, including all investment earnings thereon, constitute "Collateral" as defined in the US Security Agreement, dated as of May 15, 2024, among the Depositor, Ironhaven Holdings Inc. (as Parent Guarantor), and Pinnacle Trust Company, N.A. (as Collateral Agent), and under the C

Section 2.4 — Investment of Escrowed Funds (a) Pending disbursement in accordance with Article III, the Escrowed Funds shall be invested and reinvested solely in one or more of the following categories of investments (each, a "Permitted Investment"): (i) direct obligations of the United States of America, or obligations the timely payment of principal and interest on which is fully and unconditionally guaranteed by t

ARTICLE III — DISBURSEMENT OF ESCROWED FUNDS

Section 3.1 — Conditions to Disbursement No disbursement of Escrowed Funds shall be made by the Escrow Agent unless and until all of the following conditions have been satisfied with respect to such disbursement: (a) Disbursement Request. The Escrow Agent shall have received a duly executed Disbursement Request from an authorized officer of the Depositor, substantially in the form of Exhibit B attached hereto. For pu

Section 3.2 — Form and Content of Disbursement Requests Each Disbursement Request submitted by the Depositor pursuant to this Article III shall be substantially in the form of Exhibit B and shall include each of the following: (a) the aggregate dollar amount of the requested disbursement; (b) a detailed description of the construction costs to be paid with the proceeds of such disbursement, with specific reference to

Section 3.3 — Administrative Agent Approval Process (a) Promptly upon receipt of a Disbursement Request and all supporting documentation required under Section 3.2, the Escrow Agent shall forward a copy of such Disbursement Request and supporting documentation to the Administrative Agent (to the extent not already delivered by the Depositor directly to the Administrative Agent). (b) The Administrative Agent shall hav

Section 3.4 — Mechanics of Disbursement (a) Upon satisfaction of all conditions set forth in Section 3.1 (including receipt of Administrative Agent approval or deemed approval pursuant to Section 3.3), the Escrow Agent shall disburse the requested amount from the Escrow Account by wire transfer of immediately available funds to the payee(s) identified in the Disbursement Request within two (2) Business Days following

Section 3.5 — Frequency of Disbursements Disbursement Requests may be submitted by the Depositor no more frequently than twice per calendar month. The Escrow Agent shall not be obligated to process more than two (2) Disbursement Requests in any calendar month. This limitation on frequency shall not apply to the final disbursement of remaining Escrowed Funds under Section 3.7.

Section 3.6 — Withholding of Disbursement Notwithstanding any other provision of this Agreement, the Escrow Agent shall not make any disbursement from the Escrow Account if: (a) the Escrow Agent has received written notice from the Administrative Agent that an Event of Default has occurred and is continuing under the Credit Agreement, and the Administrative Agent has directed the Escrow Agent to suspend all disbursem

Section 3.7 — Final Disbursement / Release of Remaining Funds (a) Upon substantial completion of Phase I construction of the Virginia Campus, the Depositor shall deliver to the Escrow Agent and the Administrative Agent: (i) a written certification from an authorized officer of the Depositor certifying that Phase I construction has been substantially completed in accordance with the Construction Budget and applicable

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.1 — Representations and Warranties of the Depositor The Depositor hereby represents and warrants to the Administrative Agent and the Escrow Agent, as of the Closing Date and as of the date of each Disbursement Request, as follows: (a) Organization and Good Standing. The Depositor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, an

Section 4.2 — Representations and Warranties of the Administrative Agent The Administrative Agent hereby represents and warrants to the Depositor and the Escrow Agent, as of the Closing Date, as follows: (a) Organization and Authority. Crescent Harbor Bank, National Association is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, with full corpo

Section 4.3 — Representations and Warranties of the Escrow Agent The Escrow Agent hereby represents and warrants to the Depositor and the Administrative Agent, as of the Closing Date, as follows: (a) Organization and Good Standing. Pinnacle Trust Company, N.A. is a national trust company duly organized, validly existing, and in good standing under the laws of the United States, with full corporate trust power and aut

Section 5.1 — Depositor Covenants The Depositor hereby covenants and agrees, for the benefit of the Administrative Agent, the Lenders, and the Escrow Agent, that, so long as any Escrowed Funds remain in the Escrow Account: (a) Monthly Construction Progress Reports. The Depositor shall provide to the Administrative Agent, no later than the fifteenth (15th) day of each calendar month, a written construction progress re

Section 5.2 — Administrative Agent Covenants The Administrative Agent hereby covenants and agrees that, so long as any Escrowed Funds remain in the Escrow Account: (a) Good Faith and Reasonableness. The Administrative Agent shall act in good faith and in a commercially reasonable manner in reviewing, approving, or objecting to Disbursement Requests submitted by the Depositor. The Administrative Agent shall not unreas

Section 5.3 — Escrow Agent Covenants The Escrow Agent hereby covenants and agrees that, so long as any Escrowed Funds remain in the Escrow Account: (a) Segregation of Funds. The Escrow Agent shall maintain the Escrow Account and all Escrowed Funds separate and apart from all other accounts maintained by the Escrow Agent, including its own proprietary accounts and all other escrow, trust, fiduciary, and custodial acco

ARTICLE VI — ESCROW AGENT PROVISIONS

Section 6.1 — Duties and Responsibilities (a) The Escrow Agent is acting solely as a stakeholder and agent under this Agreement. The Escrow Agent is not a party to, and is not bound by, the Credit Agreement or any other Loan Document (except to the extent that specific provisions thereof are expressly incorporated herein by reference). The Escrow Agent shall have no duty or obligation to monitor or enforce compliance

Section 6.2 — Liability Limitations (a) The Escrow Agent shall not be liable for any act or omission taken or suffered in good faith and in accordance with this Agreement, except to the extent that a final, non-appealable judgment of a court of competent jurisdiction determines that such act or omission constituted willful misconduct, gross negligence, or fraud on the part of the Escrow Agent. (b) The Escrow Agent sh

Section 6.3 — Indemnification of Escrow Agent (a) The Depositor shall indemnify, defend, and hold harmless the Escrow Agent and its directors, officers, employees, agents, and affiliates (each, an "Escrow Agent Indemnitee") from and against any and all losses, liabilities, claims, demands, damages, penalties, fines, costs, and expenses (including reasonable and documented attorneys' fees and disbursements) (collectiv