Contract analysis

I. Purpose and Transmittal On behalf of our client, Ironhaven Data Centers LLC ("IHDC" or the "Borrower"), and Ironhaven Frankfurt GmbH (the "Co-Borrower"), Calderwood & Harkness LLP encloses herewith the Borrower's mark-up (redline against the initial Agent's draft dated March 22, 2024) of the Senior Secured Term Loan B Credit Agreement (the "Credit Agreement") among IHDC (as Borrower), Ironhaven Frankfurt GmbH (as

1. Definitions (Article I) The Borrower proposes a number of modifications to the defined terms set forth in Article I of the Credit Agreement. The most significant of these are summarized below. "Adjusted EBITDA." The Borrower proposes expanded add-backs to the definition of "Adjusted EBITDA" to reflect the construction-phase nature of the Borrower's current operations and the pipeline of contracted revenue that wil

2. Interest Rate Provisions (Article II) SOFR Benchmark Rate. The Borrower accepts the Term SOFR benchmark rate plus an applicable margin of 425 basis points (4.25%) as agreed in the Commitment Letter dated February 28, 2024, among the Borrower, Crescent Harbor Bank, N.A., and the other Commitment Parties named therein. The Borrower has not proposed any change to the applicable margin or the benchmark rate. SOFR Floo

3. Amortization and Prepayment Provisions (Article II / Article III) Scheduled Amortization. No change is proposed to the scheduled amortization of 1.00% per annum of the original aggregate principal amount of the Term Loans, payable in equal quarterly installments. This results in an aggregate quarterly amortization payment of $2,375,000 (calculated as 1.00% × $950,000,000 ÷ 4), allocated between the USD tranche (qu

4. Financial Covenants (Article VII) Maximum Net Leverage Ratio. The Borrower accepts the 6.00x maximum Net Leverage Ratio covenant as the steady-state level. However, the Borrower proposes a covenant holiday for the first two testing periods (September 30, 2024 and December 31, 2024) in recognition of the construction-phase nature of the Virginia and Frankfurt campuses and the associated ramp-up period for EBITDA. D

5. Representations and Warranties (Article IV) Sanctions / OFAC Representation. The Borrower accepts the OFAC and sanctions representations substantially as drafted in the Agent's draft. The Borrower confirms that neither IHDC, Ironhaven Frankfurt GmbH, Ironhaven Holdings Inc., nor any of their respective directors or officers, is a Sanctioned Person (as defined in the Credit Agreement) or is located, organized, or r

6. Negative Covenants (Article VI) Restricted Payments. The Borrower proposes the addition of a builder basket permitting distributions to equityholders from retained Excess Cash Flow that is not swept pursuant to the annual Excess Cash Flow mandatory prepayment mechanism. The builder basket would accumulate on a cumulative basis commencing from the Closing Date and would be available for distributions only so long a

7. Conditions Precedent to Closing (Article V) The Borrower has reviewed the conditions precedent to closing set forth in Article V of the Credit Agreement and proposes the following modifications: Appraisal. The Agent's draft requires MAI appraisals showing an appraised value of at least 1.50x the allocated loan amount for each campus. The Borrower proposes that the appraisal threshold be reduced to 1.25x the alloca

8. Agency and Collateral Agent Provisions (Article IX / Article X) Collateral Agent Fees. The Borrower notes the fee schedule for the Collateral Agent, Pinnacle Trust Company, N.A., consisting of $125,000 per annum as domestic collateral agent fee and $75,000 per annum as German security trustee fee, for a total annual fee of $200,000. The Borrower does not propose any change to these fees. Collateral Agent Indemnifi

9. Intercreditor Provisions The Borrower notes that the Credit Agreement must be consistent with the First Lien / Super-Senior Intercreditor Agreement (the "Intercreditor Agreement") among IHDC, Crescent Harbor Bank, N.A. (acting in its dual capacity as Administrative Agent under the Term Loan B facility and as Revolver Agent under the existing $100,000,000 Super-Senior Revolving Credit Facility dated October 15, 202

10. Miscellaneous / Boilerplate (Article XI) Governing Law. The Borrower confirms that the Credit Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles. The German-law security documents (including the Grundschuldbestellungsurkunde, the account pledge agreements, the assignment agreements, and the Sicherheitentreuhandvertrag) wi

III. Lender Commitment Confirmation For reference, the Borrower notes the lender commitments as finalized upon the expected syndication closing on April 19, 2024: The Borrower reserves the right to raise additional issues based on the final syndicate composition, including any concerns arising from the identity or regulatory status of the final Lender group as constituted upon the completion of syndication.

IV. Timeline and Next Steps In order to maintain the target timeline for the execution and closing of the Credit Agreement, the Borrower respectfully requests that Blackthorn & Brightmoor Systems circulate its counter-mark-up by no later than April 18, 2024. This will permit the parties to target the following critical-path milestones: • May 1, 2024: Circulation of the final form of the Credit Agreement to all Lender

V. Enclosures The following documents are enclosed herewith: Enclosure 1: Clean copy of the Borrower's mark-up of the Credit Agreement (dated April 5, 2024) Enclosure 2: Redline/blackline of the Borrower's mark-up against the Agent's initial draft (dated March 22, 2024) Enclosure 3: Revised schedule of Permitted Indebtedness (proposed Schedule 7.01) Enclosure 4: Revised schedule of Permitted Liens (proposed Schedule