Contract analysis

From: Daniel Obi <dobi@calderwoodharkness.com> To: Natasha Greenfeld <ngreenfeld@ironhavendc.com> Cc: Stephanie Okafor <sokafor@calderwoodharkness.com> Date: Tue, 28 May 2024 04:17:00 -0000 Subject: Ironhaven — $950M Term Loan B — Closing Conditions Status Update (Target: June 3, 2024)

I hope this finds you well. This email provides a status summary of the remaining open conditions precedent under the Credit Agreement (signed May 15, 2024) that must be satisfied or waived prior to the June 3, 2024 closing and funding date.

As you know, the Credit Agreement was executed on May 15, 2024, with a delayed draw/closing scheduled for June 3, 2024. All conditions precedent must be satisfied (or waived by the requisite lenders) by that date. Our team has been working through the master conditions precedent checklist, and I'm pleased to report that the vast majority of items are now complete. A handful of items remain outstanding, and I've summa

**1. REMAINING OPEN CONDITIONS PRECEDENT**

**(a) Insurance Compliance Certificate — Calloway & Strand Insurance Brokers, Inc.**

Patricia Calloway's team at Calloway & Strand is finalizing the insurance compliance certificate confirming that IHDC's builder's risk, property, general liability, and business interruption policies meet Credit Agreement requirements. The certificate must include evidence that Pinnacle Trust Company, N.A. (as Collateral Agent) is named as loss payee and additional insured, and must cover both the Virginia campus (Ir

- **Status:** Draft certificate received; C&H reviewing for conformity with the applicable Credit Agreement provisions. We expect the final executed version by **Friday, May 31, 2024**. - **Action Item for Natasha:** Please confirm with Patricia Calloway that the Frankfurt campus coverage binder references **Ironhaven Frankfurt GmbH** as an additional named insured. The current draft lists only IHDC, which will need

**(b) German Grundbuchamt Filing Confirmation — Grundschuld (Land Charge)**

The notarized Grundschuld over the Frankfurt campus parcel (Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, approximately 18.7 hectares) was submitted to the Grundbuchamt for registration. Wendt Falkenberg (Dr. Lukas Wendt and Julia Falkenberg) has confirmed the filing was made on May 20, 2024.

Full registration in the Grundbuch is not expected until approximately **August 2024**, which is the standard processing timeline at the Frankfurt am Main Grundbuchamt. For closing purposes, a priority notice (Vormerkung) or confirmation of filing acceptance by the Grundbuchamt, together with a notarial confirmation (Notarbestätigung) that the filing has been properly submitted, should satisfy the condition precedent

- **Status:** Awaiting Grundbuchamt acknowledgment of filing receipt; Wendt Falkenberg expects this by **May 30–31, 2024**. - **Note:** The post-closing letter will track full Grundbuch registration confirmation as a post-closing obligation (expected August 2024).

**(c) Final Lender KYC / OFAC Compliance Certificates**

Under the Credit Agreement, each Lender must deliver a KYC/OFAC compliance certificate prior to funding, confirming compliance with OFAC, anti-money laundering laws, and applicable sanctions regimes, and certifying that no beneficial owner is a Sanctioned Person. Current status by lender:

| Lender | Status | |---|---| | **Crescent Harbor Bank, N.A.** | Received and cleared. ✓ | | **Ridgeline National Bank** | Received and cleared. ✓ | | **Marlowe Asset Management Meridian Capital, LLC** | Received and cleared. ✓ | | **Atlas Peak Credit Partners, LP** | Received and cleared. ✓ | | **NordBrücke AG** | Certificate received; C&H completing final review of the EU sanctions screening confirmation (required

**Target:** All seven lender certificates and the Osprey side letter to be in hand by **May 31, 2024** at the latest to allow one business day cushion before the June 3 closing.

**(d) Borrower Beneficial Ownership Certification (FinCEN CDD Rule)**

- Jonathan Pryce-Williams executed the certification on behalf of IHDC — **this item is complete. ✓** - The German Transparenzregister filing confirmation for IHDC Frankfurt GmbH has also been received — **complete. ✓**

**(e) Bring-Down of Representations and Warranties / Officer's Closing Certificate**

The officer's closing certificate must be executed and delivered on June 3, 2024 (closing date) by an authorized officer of IHDC, certifying accuracy of representations and warranties and absence of any Event of Default.

- C&H is preparing the draft closing certificate and solvency certificate (to be executed by Rebecca Sung as CFO) for review. **Drafts will be circulated to Natasha and Jonathan by May 30, 2024.** - C&H will also complete its internal bring-down due diligence memorandum confirming no material adverse change since the May 15, 2024 signing.

**(f) Greystone Mezzanine Fund II Payoff Letter — Final Wire Instructions**

The payoff letter from Greystone Mezzanine Fund II, LP has been received, confirming total payoff of **$132,708,333.33** ($130,000,000 principal plus $2,708,333.33 accrued PIK interest calculated through June 3, 2024). The UCC-3 termination statement and lien release authorization have also been received from Greystone.

- **One remaining item:** We need to confirm final wire instructions with Greystone's administrator. The instructions in the payoff letter reference a Greystone operating account; C&H has requested written confirmation that these are correct and current. Expected by **May 29**. - **Status:** Substantially complete; wire confirmation outstanding.

**(g) Escrow Agreements — Final Execution**

- **Virginia campus construction escrow agreement ($475,000,000):** Among IHDC, Crescent Harbor Bank, N.A. (as Administrative Agent), and Pinnacle Trust Company, N.A. (as Escrow Agent). Final form agreed; execution copies being circulated. William Hargrove at Pinnacle Trust has confirmed readiness. - **Frankfurt campus construction escrow agreement (€253,571,429):** Among IHDC Frankfurt, Crescent Harbor Bank, N.A. (a

C&H is finalizing the funds flow memorandum in coordination with Crescent Harbor (Thomas Beckett in Loan Operations) and will circulate to all parties by **May 30, 2024** for final sign-off. For reference, the high-level sources and uses are as follows:

**Sources:** $945,250,000 (net term loan proceeds after 50 bps OID) + $410,000,000 (Thornfield Infrastructure Fund III equity contribution) = **$1,355,250,000 total sources**.

**Uses include:** - Virginia campus escrow: $475,000,000 - Frankfurt campus escrow: $275,000,000 (USD equivalent) - Greystone payoff: $132,708,333.33 - Arrangement fee to Crescent Harbor: $14,250,000 - Ticking fee: $527,778 (80 days from March 15 to June 3 at 0.25% per annum) - Agent fees - Legal fees (C&H, Wendt Falkenberg, Blackthorn & Brightmoor Systems) - Other transaction costs - Working capital and cash reserve

**Action Item for Natasha:** Please coordinate with Rebecca Sung's team to confirm IHDC's receipt account wire instructions for the working capital and general corporate portion ($37,500,000).

For reference, the following major CPs have been satisfied (not exhaustive): organizational documents package; secretary's/officer's certificate (signing); board and shareholder resolutions (Holdings and IHDC Frankfurt); good standing certificates (IHDC in Delaware and Virginia; Holdings in Delaware); lien search results (only pre-existing lien is Greystone's UCC-1, to be terminated at closing); title insurance commi

As a reminder, signing occurred on May 15, 2024, and the June 3, 2024 closing is a funding/conditions satisfaction event — not a re-execution event, except for the closing-date certificates and solvency certificate. Closing will be conducted via electronic exchange of executed documents and wire transfers, in accordance with C&H's closing agenda (previously circulated), which governs the sequence of deliveries and fu

C&H will circulate an **updated conditions precedent checklist** showing real-time status by **end of day May 31, 2024**.

| # | Action Item | Responsible Party | Target Date | |---|---|---|---| | 1 | Confirm Frankfurt campus insurance coverage names IHDC Frankfurt GmbH | Natasha Greenfeld / Patricia Calloway (Calloway & Strand) | May 29 | | 2 | Obtain Grundbuchamt filing acknowledgment | Wendt Falkenberg (Dr. Wendt / Julia Falkenberg) | May 30–31 | | 3 | Pacific Rim KYC/OFAC certificate | C&H / James Tanaka (Pacific Rim) | May 30 | | 4

We are confident that the team is on track to satisfy all remaining conditions precedent by June 3. That said, given the number of moving pieces, I would suggest we schedule a call later this week — **May 30** would be ideal — with the Ironhaven team (Natasha, Jonathan, and Rebecca) and the C&H team (Stephanie, myself, and Lisa) to run through the final checklist together.

On our end, C&H is also coordinating directly with Blackthorn & Brightmoor Systems (Catherine Ellsworth and Derek Huang) and Crescent Harbor (Priya Nair) on lender-side deliverables, so those items are being tracked in parallel.

Finally, please flag any items that you think may require escalation to Marcus Delaine or the Thornfield team (Elena Castillo or Graham Ashworth), and we will address those promptly.

Please don't hesitate to reach out with any questions in the meantime.

**Daniel Obi** Associate, Banking & Finance Calderwood & Harkness LLP 125 Broad Street, New York, NY 10004 T: +1 (212) 555-0194 E: dobi@calderwoodharkness.com

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