Contract analysis

Section 1. Reference to Existing Indebtedness Reference is hereby made to that certain Mezzanine Note Purchase Agreement dated as of September 12, 2022, as amended by that certain First Amendment to Mezzanine Note Purchase Agreement dated as of March 28, 2023 and that certain Second Amendment to Mezzanine Note Purchase Agreement dated as of November 15, 2023 (as so amended and as may have been further amended, restat

Section 2. Payoff Amount The total amount required to satisfy and discharge in full all obligations of IHDC to Greystone under the Mezzanine Note Agreement as of June 3, 2024 (the "Payoff Date") is $132,708,333.33 (the "Payoff Amount"). The Payoff Amount is comprised of the following components: The accrued and unpaid PIK interest component of the Payoff Amount has been calculated as follows: $130,000,000.00 × 12.50%

Section 3. Wire Instructions Payment of the entire Payoff Amount of $132,708,333.33 shall be made by wire transfer of immediately available funds in United States dollars to the account of Greystone Mezzanine Fund II, LP in accordance with the wire transfer instructions set forth on Exhibit A attached hereto and incorporated herein by reference. The wire transfer must include the following reference information: "Gre

Section 4. Release of Liens and Security Interests Upon receipt by Greystone of the full Payoff Amount in immediately available funds: (a) All liens, security interests, pledges, assignments, hypothecations, and encumbrances of any kind or nature, whether now existing or hereafter arising, granted by IHDC, Ironhaven Holdings Inc., or any of their respective subsidiaries in favor of, or for the benefit of, Greystone u

Section 5. Confirmation of No Other Obligations Greystone hereby confirms and acknowledges that, upon receipt of the Payoff Amount in immediately available funds on the Payoff Date: (a) There are no other amounts of any kind or nature owing by IHDC, Ironhaven Holdings Inc., or any of their respective subsidiaries or affiliates to Greystone under or in connection with the Mezzanine Note Agreement, the Mezzanine Notes,

Section 6. Representations and Warranties of Greystone Greystone Mezzanine Fund II, LP hereby represents and warrants to IHDC and to each other recipient of this Payoff Letter as follows, in each case as of the date hereof: (a) Organization and Good Standing. Greystone Mezzanine Fund II, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Greysto

Section 7. Miscellaneous Governing Law. This Payoff Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. Counterparts. This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and