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Contract analysis / board-resolutions-holdings.docx
board-resolutions-holdings.docx
1043-00001 · 7 clauses
High · 0 Medium · 1 Standard · 0
1. I am the duly appointed, qualified, and acting General Counsel and Secretary of Ironha
1. I am the duly appointed, qualified, and acting General Counsel and Secretary of Ironhaven Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), Employer Identification Number 84-3291044, with its principal office at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147.
2. Attached hereto as Exhibit A is a true, correct, and complete copy of the Unanimous Wr
2. Attached hereto as Exhibit A is a true, correct, and complete copy of the Unanimous Written Consent of the Board of Directors of the Company, adopted effective as of May 15, 2024 (the "Resolutions"). The Resolutions were duly adopted by all members of the Board of Directors of the Company in accordance with Section 141(f) of the Delaware General Corporation Law, the Amended and Restated Certificate of Incorporatio
3. The Resolutions have not been modified, amended, rescinded, or revoked, in whole or in
3. The Resolutions have not been modified, amended, rescinded, or revoked, in whole or in part, and remain in full force and effect as of the date of this certificate.
4. Ironhaven Holdings Inc. is a corporation duly organized, validly existing, and in good
4. Ironhaven Holdings Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Transaction Documents (as defined in the Resolutions), including without limitation the Guarantee Agreement, the Pledge Agreement, and the Security Agreement.
5. The Company is the sole and direct owner of one hundred percent (100%) of the issued a
5. The Company is the sole and direct owner of one hundred percent (100%) of the issued and outstanding membership interests of Ironhaven Data Centers LLC, a Delaware limited liability company (EIN 84-3291057), free and clear of all liens, claims, and encumbrances, except as may be created pursuant to the Transaction Documents.
6. The following persons are the duly elected or appointed, qualified, and acting officer
6. The following persons are the duly elected or appointed, qualified, and acting officers of the Company, each holding the office set forth opposite his or her name, and each has been designated as an Authorized Officer pursuant to the Resolutions. The signatures set forth below opposite each such person's name are the true and genuine signatures of such person:
7. This certificate is delivered to Crescent Harbor Bank, N.A., as Administrative Agent, Medium
⚑ Confidentiality undertaking
7. This certificate is delivered to Crescent Harbor Bank, N.A., as Administrative Agent, and Pinnacle Trust Company, N.A., as Collateral Agent, in connection with the Senior Secured Term Loan B Credit Agreement dated as of May 15, 2024, among Ironhaven Data Centers LLC (as Borrower), Ironhaven Frankfurt GmbH (as Co-Borrower), the Company (as Parent Guarantor), the Administrative Agent, the Collateral Agent, and the L