Contract analysis

I. COVER LETTER AND FILING INSTRUCTIONS CALDERWOOD & HARKNESS LLP Attorneys at Law 125 Broad Street New York, New York 10004 Telephone: (212) 555-4800 Facsimile: (212) 555-4801 www.calderwoodharkness.com June 3, 2024 Matter No.: 1043-00001 Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901 Attention: UCC Filing Section Re: UCC-3 Financing S

1. One (1) original UCC-3 Financing Statement Amendment (Termination), fully completed and duly authorized by Greystone Mezzanine Fund II, LP, as the secured party of record. We respectfully request that the Delaware Secretary of State file the enclosed UCC-3 Financing Statement Amendment (Termination) and return a file-stamped acknowledgment copy to this firm at the address set forth above, to the attention of Danie

1. UCC-3 Financing Statement Amendment (Termination) — one (1) original

2. Copy of Payoff Letter from Greystone Mezzanine Fund II, LP, dated June 3, 2024, confirming the payoff of $132,708,333.33 (consisting of $130,000,000.00 in outstanding principal and $2,708,333.33 in accrued PIK interest) and containing Greystone's authorization for the release and termination of all liens and security interests

3. Copy of Lien Release and Termination Agreement, dated as of June 3, 2024, executed by Greystone Mezzanine Fund II, LP, Ironhaven Data Centers LLC, and Ironhaven Holdings Inc.

4. Filing fee charged to Calderwood & Harkness LLP Prepaid Filing Account No. SC-DEL-07742 Thank you for your attention to this matter. Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ Daniel Obi Lead Associate, Banking & Finance On behalf of Stephanie Okafor, Partner Calderwood & Harkness LLP 125 Broad Street New York, New York 10004 Telephone: (212) 555-4823 Email: daniel.obi@calderwoodharkness.com cc (via

II. UCC-3 FINANCING STATEMENT AMENDMENT — TERMINATION UCC FINANCING STATEMENT AMENDMENT (Form UCC-3) Filed pursuant to Article 9 of the Uniform Commercial Code as adopted in the State of Delaware (6 Del. C. § 9-513) ITEM 1a. INITIAL FINANCING STATEMENT FILE NUMBER This UCC-3 Financing Statement Amendment relates to and amends the original UCC-1 Financing Statement filed by Greystone Mezzanine Fund II, LP, as secured

III. LIEN RELEASE AND TERMINATION AGREEMENT LIEN RELEASE AND TERMINATION AGREEMENT Dated as of June 3, 2024 This LIEN RELEASE AND TERMINATION AGREEMENT (this "Agreement") is entered into as of June 3, 2024, by and among: (1) GREYSTONE MEZZANINE FUND II, LP, a Delaware limited partnership (the "Secured Party" or "Greystone"); (2) IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company (the "Debtor" or "IHDC")

Section 1. Release of Security Interests and Liens 1.1. Effective as of the date and time of receipt by Greystone of the payoff amount of $132,708,333.33 in immediately available funds in accordance with the wire instructions set forth in the Payoff Letter (the "Release Effective Time"), Greystone hereby irrevocably and unconditionally releases, terminates, and discharges all security interests, liens, pledges, assig

Section 2. Termination of UCC Financing Statements 2.1. Greystone hereby irrevocably authorizes the filing of UCC-3 Financing Statement Amendments (Terminations) with the Delaware Secretary of State and any other applicable filing office in any jurisdiction in which a UCC-1 Financing Statement or other similar filing was made by or on behalf of Greystone against IHDC and/or Holdings, to terminate all such UCC-1 Finan

Section 3. Termination of Mezzanine Loan Agreement 3.1. Effective as of the Release Effective Time, the Mezzanine Loan Agreement and all related loan documents, security documents, guaranty agreements, pledge agreements, intercreditor agreements (to the extent Greystone is a party thereto), and any and all other ancillary agreements, instruments, certificates, and documents executed or delivered in connection with th

Section 4. Representations and Warranties of Greystone Greystone hereby represents and warrants to IHDC and Holdings as follows: 4.1. Sole Holder. Greystone is the sole holder of all liens and security interests created under or in connection with the Mezzanine Loan Agreement, the Mezzanine Notes, and the Security Documents. No other person or entity holds, or has any right, title, or interest in, any of the Greyston

Section 5. Further Assurances 5.1. Each Party agrees to execute and deliver, at the request of any other Party, such additional documents, instruments, certificates, and filings as may be reasonably necessary or desirable to effectuate the release and termination of the Greystone Liens and the termination of the Mezzanine Loan Documents contemplated by this Agreement. 5.2. Greystone shall fully cooperate with IHDC an

Section 6. No Admission 6.1. This Agreement shall not constitute, and shall not be construed as, an admission of liability or wrongdoing by any Party. The releases and terminations set forth herein are given solely in connection with the full and final repayment and satisfaction of the Mezzanine Notes and all obligations of IHDC and Holdings under the Mezzanine Loan Agreement and the Mezzanine Loan Documents. 6.2. No

Section 7. Governing Law 7.1. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts-of-law principles that would require the application of the laws of any other jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New Yo

Section 8. Counterparts; Electronic Execution 8.1. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 8.2. Delivery of an executed counterpart of a signature page to this Agreement by electronic means, including by portable document format (PDF) transmission via email, shall be effectiv

Section 9. Entire Agreement 9.1. This Agreement, together with the Payoff Letter dated June 3, 2024, constitutes the entire agreement between the Parties with respect to the release and termination of the Greystone Liens and the termination of the Mezzanine Loan Agreement and the Mezzanine Loan Documents, and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings between

IV. EXHIBIT A — REFERENCE COPY OF PAYOFF LETTER EXHIBIT A COPY OF PAYOFF LETTER Greystone Mezzanine Fund II, LP Dated June 3, 2024 The Payoff Letter referenced in this Exhibit A was issued by Greystone Mezzanine Fund II, LP on June 3, 2024, and sets forth the terms and conditions for the full repayment and satisfaction of all obligations of Ironhaven Data Centers LLC under the Mezzanine Loan Agreement and the Mezzani

V. EXHIBIT B — REFERENCE TO ORIGINAL UCC-1 FILING(S) TO BE TERMINATED EXHIBIT B ORIGINAL UCC-1 FINANCING STATEMENTS TO BE TERMINATED The following table identifies all UCC-1 Financing Statements filed by Greystone Mezzanine Fund II, LP that are to be terminated in connection with the full repayment of the Mezzanine Notes and the execution of the Lien Release and Termination Agreement dated as of June 3, 2024: Confirm

VI. CALDERWOOD & HARKNESS LLP INTERNAL FILING RECORD / CONFIRMATION TRANSMITTAL CALDERWOOD & HARKNESS LLP INTERNAL MEMORANDUM PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT A. Summary of Actions Taken The following actions were completed on June 3, 2024, in connection with the closing of the Senior Secured Term Loan B Credit Agreement (the "Credit Agreement") for Ironhaven Data Centers LLC ("IHDC"):

1. UCC-3 Termination Statement Filed. One (1) UCC-3 Financing Statement Amendment (Termination) was submitted for filing with the Delaware Secretary of State on June 3, 2024, to terminate UCC-1 Financing Statement File Number 2023-4187295 filed by Greystone Mezzanine Fund II, LP against IHDC as debtor. The filing was submitted via Calderwood & Harkness LLP's prepaid filing account (Account No. SC-DEL-07742) with a re

2. Lien Release and Termination Agreement Executed. The Lien Release and Termination Agreement, dated as of June 3, 2024, was fully executed by all parties — Greystone Mezzanine Fund II, LP (by Marcus R. Delaney, Managing Partner of Greystone Capital Advisors LLC, as general partner), Ironhaven Data Centers LLC (by Jonathan Pryce-Williams, General Counsel & Secretary), and Ironhaven Holdings Inc. (by Jonathan Pryce-W

3. Closing Deliverables Distributed. Copies of the executed Lien Release and Termination Agreement and the UCC-3 Termination Statement (as filed) were distributed to all parties on the distribution list via email on June 3, 2024. B. Confirmation of Payoff Wire transfer of $132,708,333.33 to Greystone Mezzanine Fund II, LP was confirmed as having been received in immediately available funds at approximately 11:42 a.m.

1. Obtain File-Stamped UCC-3 Copy. Obtain and save to the deal file the file-stamped acknowledgment copy of the UCC-3 Financing Statement Amendment (Termination) from the Delaware Secretary of State upon receipt. Estimated processing time for expedited filings: three (3) to five (5) business days.

2. Distribute Filed Copy. Upon receipt of the file-stamped UCC-3 copy, distribute copies to the following individuals: (a) Jonathan Pryce-Williams, General Counsel & Secretary, Ironhaven Data Centers LLC (b) Natasha Greenfeld, Vice President, Treasury & Capital Markets, Ironhaven Data Centers LLC (c) Catherine Ellsworth, Esq., Blackthorn & Sundial Software (Lenders' Counsel) (d) Thomas Beckett, Vice President, Loan O

3. File Second UCC-3 Termination (Holdings). Prepare and file the UCC-3 Termination for UCC-1 File Number 2023-4187312 (Ironhaven Holdings Inc. as debtor) upon receipt of the fully executed authorization from Greystone's general partner. Target filing date: no later than June 7, 2024.

4. Confirm No Additional Greystone UCC Filings. Conduct a final post-closing UCC search through Ashgrove Services Inc. to confirm that no additional UCC Financing Statements filed by Greystone against IHDC, Holdings, or any other affiliate of IHDC remain outstanding in any jurisdiction. Target completion date: June 10, 2024.

5. Update Conditions Precedent Checklist. Update the Conditions Precedent Checklist for the Credit Agreement to reflect the completion of this closing deliverable item (Item 14(b) — Release and Termination of Greystone Liens; Filing of UCC-3 Terminations). Mark as "Completed — June 3, 2024" and distribute the updated checklist to Catherine Ellsworth (Lenders' Counsel) and Thomas Beckett (Administrative Agent). D. Cro