Contract analysis

1. Opening / Transmittal On behalf of Calderwood & Harkness LLP, we are pleased to congratulate you, the entire Ironhaven team, and the Thornfield Capital Partners team on the successful closing of the $950,000,000 Senior Secured Term Loan B facility (the "Term Loan B" or the "Facility"). As you know, the Credit Agreement governing the Facility was executed on May 15, 2024 (the "Signing Date"), with a delayed draw an

2. Transmittal of Executed Original Documents 2.1 Overview. Enclosed with this letter are two (2) complete binder sets containing executed originals and/or certified copies, as applicable, of all Closing Date documents delivered in connection with the Term Loan B. The documents are organized by category in a manner consistent with the closing agenda circulated prior to the Closing Date. Each binder is tabbed and inde

1. Credit Agreement (execution version, dated May 15, 2024) — three (3) executed originals, each bearing original signatures of all parties, together with all exhibits, schedules, and annexes thereto.

2. Guarantee Agreement, dated as of the Closing Date, executed by Ironhaven Holdings Inc. (as Parent Guarantor) in favor of Crescent Harbor Bank, N.A. (as Administrative Agent) for the benefit of the Secured Parties.

3. First Lien / Super-Senior Intercreditor Agreement, dated as of the Closing Date, among IHDC, Crescent Harbor Bank, N.A. (in its capacity as Administrative Agent under the Term Loan B and as agent under the existing $100,000,000 Super-Senior Revolving Credit Facility, dated as of March 12, 2023), and Pinnacle Trust Company, N.A. (as Collateral Agent), setting forth the relative lien priorities and enforcement right

4. Promissory Notes (master form with individual lender commitment amounts), executed by IHDC in favor of each Lender, in the following respective commitment amounts:

5. Solvency Certificate of Rebecca Sung (Chief Financial Officer of IHDC), dated as of June 3, 2024, delivered in accordance with Section 4.01(j) of the Credit Agreement.

6. Officer's Closing Certificate of IHDC, dated as of June 3, 2024, certifying the satisfaction of all conditions precedent to closing and the accuracy of representations and warranties as of the Closing Date. B. US Security Documents.

7. US Pledge and Security Agreement, dated as of the Closing Date, executed by IHDC and Ironhaven Holdings Inc. in favor of Pinnacle Trust Company, N.A. (as Collateral Agent for the benefit of the Secured Parties), granting a first-priority security interest in substantially all personal property assets of each Grantor, including accounts, equipment, inventory, general intangibles, payment intangibles, instruments, c

8. Equity Interest Pledge Agreement, dated as of the Closing Date, pursuant to which (a) Ironhaven Holdings Inc. pledged 100% of the membership interests in IHDC to the Collateral Agent, and (b) IHDC pledged 100% of the equity interests in Ironhaven Frankfurt GmbH ("IHDC Frankfurt") to the Collateral Agent, in each case subject to the limitations on foreign subsidiary pledges set forth in Section 5.12 of the Credit A

9. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, executed by IHDC, as Grantor, in favor of Pinnacle Trust Company, N.A. (as Collateral Agent), recorded in the land records of Loudoun County, Virginia, encumbering the real property commonly known as the Ironhaven Ashburn I Campus, consisting of Tax Parcel Nos. 087-27-1234 and 087-27-1235, comprising approximately 142 acres in L

10. Environmental Indemnity Agreement, dated as of the Closing Date, executed by IHDC in favor of Pinnacle Trust Company, N.A. (as Collateral Agent), with respect to the Virginia Campus.

11. Deposit Account Control Agreements, dated as of the Closing Date, executed among IHDC, Pinnacle Trust Company, N.A. (as Collateral Agent), and Crescent Harbor Bank, N.A. (as Depositary Bank), with respect to all deposit accounts of IHDC maintained at Crescent Harbor Bank, N.A. 12. intellectual Property Security Agreement, dated as of the Closing Date, executed by IHDC in favor of Pinnacle Trust Company, N.A. (as

13. Collateral Agent Appointment Agreement, dated as of the Closing Date, pursuant to which Pinnacle Trust Company, N.A. was appointed as Collateral Agent under the Term Loan B and related Loan Documents, setting forth the rights, duties, immunities, and exculpation provisions applicable to the Collateral Agent. C. German Security Documents.

14. German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag), dated as of the Closing Date, executed by IHDC Frankfurt in favor of Pinnacle Trust Company, N.A. (London Branch) (as Security Trustee), establishing the parallel debt (abstrakte Schuld) structure required under German law for the creation and enforcement of security interests by a trustee on behalf of multiple Lenders.

15. German Land Charge Agreement (Grundschuldbestellungsurkunde), notarized on May 28, 2024, by Notar Dr. Heinrich Brandt (Notariat Frankfurt am Main, URNr. 487/2024), granting a book land charge (Buchgrundschuld) in favor of Pinnacle Trust Company, N.A. (London Branch) (as Security Trustee) over the Frankfurt campus parcel registered in the Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, co

16. German Global Assignment of Receivables (Globalzession), dated as of the Closing Date, executed by IHDC Frankfurt in favor of the Security Trustee, assigning all present and future trade receivables of IHDC Frankfurt as security for the Secured Obligations.

17. German Account Pledge Agreement (Kontoverpfändung), dated as of the Closing Date, executed by IHDC Frankfurt in favor of the Security Trustee, pledging all accounts of IHDC Frankfurt maintained at NordBrücke AG.

18. German Security Transfer of Movable Assets (Sicherungsübereignungsvertrag), dated as of the Closing Date, executed by IHDC Frankfurt in favor of the Security Trustee, transferring ownership of all movable assets of IHDC Frankfurt (including servers, networking equipment, cooling infrastructure, backup generators, and other data center equipment) by way of security.

19. German Share Pledge Agreement (Anteilsverpfändungsvertrag), notarized on May 28, 2024, by Notar Dr. Heinrich Brandt (Notariat Frankfurt am Main, URNr. 488/2024), pledging 100% of the shares in IHDC Frankfurt (registered at the Amtsgericht Frankfurt am Main under HRB 129457) in favor of the Security Trustee. This share pledge is subject to registration in the shareholders' list (Gesellschafterliste) at the Amtsger

20. German Security Purpose Agreement (Sicherungszweckerklärung), dated as of the Closing Date, executed by IHDC Frankfurt, defining the secured obligations and the conditions for enforcement and release of the German security interests. D. Legal Opinions.

21. Calderwood & Harkness LLP — New York and Delaware Law Opinion, dated June 3, 2024, addressed to the Administrative Agent, the Collateral Agent, and the Lenders, opining on the due authorization, execution, delivery, and enforceability of the Loan Documents under the laws of the State of New York and the State of Delaware, as well as the creation and perfection of security interests in personal property under the

22. Calderwood & Harkness LLP — US Regulatory Opinion, dated June 3, 2024, addressed to the Administrative Agent, the Collateral Agent, and the Lenders, opining that (a) IHDC is not an "investment company" required to be registered under the Investment Company Act of 1940, as amended; (b) the transactions contemplated by the Loan Documents do not violate the margin regulations of the Board of Governors of the Federal

23. Calderwood & Harkness LLP — Virginia Law Opinion, dated June 3, 2024, addressed to the Administrative Agent, the Collateral Agent, and the Lenders, opining on the enforceability of the Deed of Trust and related real property security documents under the laws of the Commonwealth of Virginia.

24. Calderwood & Harkness LLP — Tax Opinion, dated June 3, 2024, prepared by Sylvia Hartwell (Specialist Partner, Tax), addressed to the Administrative Agent and the Lenders, opining on (a) the characterization of the Term Loan B as indebtedness for US federal income tax purposes, and (b) the withholding analysis under Sections 871(h), 881(c), and 1441–1446 of the Internal Revenue Code with respect to interest paymen

25. Wendt Falkenberg Rechtsanwälte — German Law Opinion, dated June 3, 2024, prepared by Dr. Lukas Wendt and Julia Falkenberg, addressed to the Administrative Agent, the Security Trustee, and the Lenders, opining on (a) the corporate capacity and due authorization of IHDC Frankfurt under German law, (b) the enforceability of the German security documents, and (c) the creation and (upon registration, as applicable) pe

26. Funds Flow Memorandum, dated June 3, 2024, setting forth the sources and uses of funds on the Closing Date, as follows:

27. Payoff Letter from Greystone Mezzanine Fund II, LP, dated June 3, 2024, confirming the total payoff amount of $132,708,333.33 (comprising $130,000,000 in outstanding principal and $2,708,333.33 in accrued paid-in-kind interest through the Closing Date), together with wire instructions and a commitment to deliver lien release documentation upon receipt of funds.

28. UCC-3 Termination Statement (Greystone lien release), filed with the Delaware Secretary of State on June 3, 2024, terminating the UCC-1 financing statement previously filed by Greystone Mezzanine Fund II, LP against IHDC and releasing all liens securing the Greystone mezzanine notes.

29. Escrow Agreement — Virginia Campus Construction, dated as of the Closing Date, among IHDC, Pinnacle Trust Company, N.A. (as Escrow Agent), and Crescent Harbor Bank, N.A. (as Administrative Agent), providing for the deposit of $475,000,000 in construction escrow for the development of the Ironhaven Ashburn I Campus, with disbursement subject to the draw conditions set forth therein.

30. Escrow Agreement — Frankfurt Campus Construction, dated as of the Closing Date, among IHDC Frankfurt, NordBrücke AG (as Frankfurt Escrow Bank), and Pinnacle Trust Company, N.A. (London Branch) (as Security Trustee), providing for the deposit of €253,571,429 in construction escrow for the development of the Ironhaven Frankfurt I Campus, with disbursement subject to the draw conditions set forth therein and governe

31. Insurance Compliance Certificate, dated June 3, 2024, issued by Calloway & Strand Insurance Brokers, Inc., certifying that all required insurance policies are in effect and that Pinnacle Trust Company, N.A. (as Collateral Agent) has been designated as loss payee and additional insured on all applicable policies, in compliance with the insurance requirements set forth in Article V of the Credit Agreement.

32. Title Insurance Policy, issued by Keystone Title Guaranty Company, Policy No. KTG-2024-VA-00841, in the amount of $475,000,000, insuring the first-priority lien of the Deed of Trust on the Virginia Campus, subject to the standard exclusions and exceptions set forth on Schedule B thereto.

33. Organizational Documents Package, comprising the following for each Loan Party: (a) Certified copies of the certificate of formation (or equivalent organizational document) of IHDC and Ironhaven Holdings Inc. (each a Delaware limited liability company or corporation, as applicable), certified by the Delaware Secretary of State; (b) Certified copies of the operating agreement (or bylaws, as applicable) of each US

34. Lender KYC/OFAC Compliance Certificates from each of the seven Lenders, confirming completion of all "know your customer" and anti-money laundering due diligence and compliance with the requirements of the USA PATRIOT Act and the regulations administered by the Office of Foreign Assets Control ("OFAC") of the US Department of the Treasury.

35. Beneficial Ownership Certification (FinCEN Customer Due Diligence Rule, 31 C.F.R. § 1010.230), executed by IHDC, identifying each individual who directly or indirectly owns 25% or more of the equity interests of IHDC and each individual with significant management responsibility.

36. Transparenzregister Filing Confirmation — IHDC Frankfurt, confirming that the requisite beneficial ownership information has been filed with the German Transparency Register (Transparenzregister) in accordance with Section 20 of the German Money Laundering Act (Geldwäschegesetz, "GwG").

37. Osprey Insurance Capital, Ltd. — Sanctions Representations Side Letter, dated as of the Closing Date, executed by Osprey Insurance Capital, Ltd., providing additional representations and warranties regarding its compliance with applicable sanctions laws and confirming that it is not a Sanctioned Person and that no proceeds of the Term Loan B will be used in violation of applicable sanctions. G. Tax Documentation.

38. IRS Form W-8BEN-E Package, consisting of properly completed and executed IRS Forms W-8BEN-E from NordBrücke AG (claiming benefits under the income tax treaty between the United States and the Federal Republic of Germany) and Osprey Insurance Capital, Ltd. (providing applicable certifications for purposes of determining withholding requirements under Sections 1441–1446 of the Internal Revenue Code), together with

3. Post-Closing Obligations Set forth below is a detailed summary of the principal post-closing obligations of IHDC and the other Loan Parties under the Credit Agreement and the related Loan Documents. This summary is for informational and convenience purposes only and is not intended to be, and should not be construed as, a comprehensive restatement of all obligations arising under the Loan Documents. IHDC and its c

Section 2.11(c) of the Credit Agreement provides for an annual mandatory prepayment based on Excess Cash Flow, commencing with the fiscal year ending December 31, 2024. The applicable prepayment percentage is determined based on the Net Leverage Ratio as of the end of the relevant fiscal year, as follows: The Excess Cash Flow prepayment amount is due within ten (10) business days following the delivery of the audited

Section 2.11(a) of the Credit Agreement requires a mandatory prepayment of all outstanding Term Loans at a price equal to 101% of the outstanding principal amount, plus accrued and unpaid interest, upon the occurrence of a Change of Control. A "Change of Control" is defined in the Credit Agreement to include, among other things, any event or circumstance in which Thornfield Capital Partners, LP (or its Permitted Affi

4. Key Compliance Calendar The following table sets forth a consolidated compliance calendar summarizing the principal upcoming dates and obligations of IHDC under the Credit Agreement and the Loan Documents. This calendar is provided for convenience purposes only and does not purport to be an exhaustive list of all obligations. IHDC should continue to refer to the Credit Agreement and the other Loan Documents for th

5. Notice Information Reminder For your reference, the notice information for the principal transaction parties, as set forth in Section 9.01 of the Credit Agreement, is as follows: Administrative Agent: Crescent Harbor Bank, N.A. 1200 Harbor Point Drive Charlotte, NC 28202 Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services Telephone: (704) 555-3200 Email: thomas.beckett@crescentharbor.com W

6. Calderwood & Harkness Ongoing Availability Calderwood & Harkness remains available to assist IHDC with any and all post-closing matters arising under the Credit Agreement and the related Loan Documents. Our areas of ongoing support include, without limitation, the preparation and review of quarterly compliance certificates, UCC continuation filings, amendment or waiver requests, covenant analysis, and any further

7. Closing Remarks On behalf of the entire Calderwood & Harkness team, we wish to reiterate our congratulations on the successful closing of the $950,000,000 Senior Secured Term Loan B Facility. This transaction represents a significant milestone in the growth and development of Ironhaven's data center platform and will provide the capital necessary to fund the development of two critically important hyperscale campu

1. Two (2) complete binder sets of executed Closing Date documents (as indexed in Section 2.2 above)

2. USB drive containing digital copies of all executed documents (Matter No. 1043-00001) Lender | Commitment Amount Crescent Harbor Bank, N.A. | $200,000,000 Ridgeline National Bank | $175,000,000 Marlowe Asset Management Meridian Capital | $150,000,000 Atlas Peak Credit Partners | $125,000,000 NordBrücke AG | $150,000,000 Pacific Rim Institutional Lending Corp. | $75,000,000 Osprey Insurance Capital, Ltd. | $75,000,