Contract analysis

Section 1.1 Certificate of Formation The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of Ironhaven Data Centers LLC, as originally filed with the Secretary of State of the State of Delaware on March 12, 2019, together with all amendments thereto (including the Certificate of Amendment filed on August 4, 2021, reflecting the change

Section 1.2 Limited Liability Company Agreement The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Limited Liability Company Agreement of Ironhaven Data Centers LLC, dated as of January 15, 2022 (the "LLC Agreement"), as currently in effect, including all amendments thereto through the date hereof. The LLC Agreement constitutes the enti

Section 1.3 Registered Agent The undersigned hereby confirms that the Company's registered agent in the State of Delaware is Cascade Systems, with an office located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. Such registered agent appointment is current and in full force and effect. The undersigned further confirms that the Company is registered and duly qualified to do business as a foreign limited lia

Section 1.4 No Other Amendments The undersigned hereby certifies that, except as reflected in the documents attached hereto as Exhibits A and B, no amendments, modifications, supplements, or restatements to the Certificate of Formation or the Limited Liability Company Agreement of the Company have been adopted, authorized, or proposed since the respective dates of such documents. Further, no proceedings for the disso

Section 2.1 Authorization Resolutions The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of (i) the Unanimous Written Consent of the Sole Member of Ironhaven Data Centers LLC (Ironhaven Holdings Inc.), dated as of February 25, 2024, and (ii) the written resolutions of the Board of Managers of Ironhaven Data Centers LLC, duly adopted by unanimous written consent da

Section 2.2 No Revocation The undersigned hereby certifies that the Authorization Resolutions attached as Exhibit C have not been rescinded, revoked, amended, modified, supplemented, or superseded in any respect and remain in full force and effect as of the date hereof and are expected to remain in full force and effect as of the anticipated Closing Date of June 3, 2024. No action has been taken or is contemplated by

Section 2.3 No Conflicting Resolutions The undersigned hereby certifies that no other resolutions, consents, or authorizations have been adopted, approved, or authorized by the sole member or the Board of Managers of the Company that would conflict with, contradict, supersede, limit, restrict, or in any way impair the authority granted by, or the actions authorized pursuant to, the Authorization Resolutions attached

Section 3.1 Authorized Officers The undersigned hereby certifies that the following persons are, as of the date hereof, the duly elected or appointed officers of Ironhaven Data Centers LLC, holding the respective offices set forth opposite their names below. Each such person has been duly elected or appointed to such office in accordance with the LLC Agreement and the Authorization Resolutions, and each such person i

Section 3.2 Specimen Signatures The undersigned hereby certifies that the specimen signature appearing opposite each officer's name in the table set forth in Section 3.1 above is the genuine signature of such officer. Each such officer has affixed his or her specimen signature to this Certificate for the purpose of enabling the Administrative Agent, the Collateral Agent, and the Lenders to verify the authenticity of

Section 3.3 Confirmation of Authority The undersigned hereby confirms that each officer listed in Section 3.1 above held his or her respective office on May 15, 2024 (the date of execution of this Certificate) and is expected to continue to hold such office on the anticipated Closing Date of June 3, 2024. The undersigned undertakes to promptly notify the Administrative Agent in writing if any change in the incumbency

Section 4.1 Good Standing — Delaware The undersigned hereby certifies that attached hereto as Exhibit D-1 is a true, correct, and complete copy of the Certificate of Good Standing (also referred to as a Certificate of Status) for Ironhaven Data Centers LLC, issued by the Secretary of State of the State of Delaware, dated not more than thirty (30) days prior to the date hereof. Such Certificate of Good Standing confir

Section 4.2 Good Standing — Virginia The undersigned hereby certifies that attached hereto as Exhibit D-2 is a true, correct, and complete copy of the Certificate of Good Standing (or equivalent certificate of qualification and registration) for Ironhaven Data Centers LLC, issued by the State Corporation Commission of the Commonwealth of Virginia, dated not more than thirty (30) days prior to the date hereof. Such ce

Section 4.3 Subsistence and No Proceedings The undersigned hereby certifies that, as of the date hereof and as of the anticipated Closing Date, the Company is (i) duly organized, validly existing, and in good standing under the laws of the State of Delaware, its jurisdiction of formation; (ii) duly qualified to do business and in good standing as a foreign limited liability company in each jurisdiction where the natu

Section 5.1 Accuracy of Representations The undersigned hereby certifies that, as of the date hereof and as of the anticipated Closing Date of June 3, 2024 (except to the extent any representation or warranty expressly relates to an earlier date, in which case as of such earlier date), all representations and warranties of the Company set forth in Article V of the Credit Agreement and in each of the other Loan Docume

Section 5.2 No Default The undersigned hereby certifies that, as of the date hereof and as of the anticipated Closing Date, no Default or Event of Default (each as defined in the Credit Agreement) has occurred and is continuing under the Credit Agreement or any of the other Loan Documents, and no Default or Event of Default would result from (i) the borrowing of the Term Loan on the Closing Date, (ii) the application

Section 5.3 Material Adverse Change The undersigned hereby certifies that since September 30, 2023 (the date of the most recent audited consolidated financial statements of the Company and its subsidiaries delivered to the Administrative Agent in connection with the Credit Agreement), there has been no event, development, occurrence, condition, or circumstance, individually or in the aggregate, that has had or would

Section 5.4 Solvency The undersigned acknowledges that a separate Solvency Certificate is being delivered by Rebecca Sung, the Chief Financial Officer of the Company, on or about the Closing Date, in satisfaction of the conditions precedent set forth in Section 4.01(a)(vi) of the Credit Agreement. The undersigned does not, by this Certificate, purport to make or duplicate the specific solvency representations and cer

Section 6.1 No Litigation The undersigned hereby certifies that, as of the date hereof and to the knowledge of the undersigned after reasonable inquiry, there is no action, suit, litigation, investigation, proceeding, claim, or arbitration pending or threatened in writing against or affecting the Company or any of its subsidiaries (including Ironhaven Frankfurt GmbH) in any court, before any arbitrator or arbitral tr

Section 6.2 Compliance with Laws The undersigned hereby certifies that the Company and each of its subsidiaries are, as of the date hereof and as of the anticipated Closing Date, in compliance in all material respects with all applicable laws, statutes, rules, regulations, codes, ordinances, and orders of any governmental authority having jurisdiction over the Company or its subsidiaries, including without limitation

Section 6.3 Tax Identification The undersigned hereby confirms the following tax identification information for the Company: Employer Identification Number (EIN): 84-3291057 Principal Place of Business: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147 Jurisdiction of Formation: State of Delaware Exact Legal Name (as it appears in the Certificate of Formation): Ironhaven Data Centers LLC The foregoing

Section 6.4 Beneficial Ownership The undersigned hereby certifies that the Company has delivered to the Administrative Agent a Beneficial Ownership Certification in compliance with the FinCEN Customer Due Diligence Rule (31 C.F.R. § 1010.230) and, to the extent applicable, the Corporate Transparency Act (31 U.S.C. § 5336), and that the information set forth in such Beneficial Ownership Certification is true, correct,

Section 6.5 Ownership Structure Confirmation The undersigned hereby confirms the following ownership structure of the Company and its affiliates, as of the date hereof: (a) Ironhaven Data Centers LLC is wholly owned by Ironhaven Holdings Inc. (EIN: 84-3291044), a Delaware corporation, which is the sole member of the Company holding one hundred percent (100%) of the outstanding membership interests of the Company; (b)

1. Jonathan Pryce-Williams is the duly appointed, qualified, and acting General Counsel and Secretary of Ironhaven Data Centers LLC, and has held such positions continuously since the date of his appointment and through the date of this counter-certification.

2. The signature appearing on this Certificate above the name "Jonathan Pryce-Williams" is the genuine signature of Jonathan Pryce-Williams.

3. Jonathan Pryce-Williams was, as of the date of this Certificate, duly authorized to execute and deliver this Certificate on behalf of the Company in his capacity as General Counsel and Secretary, and to make each of the certifications, representations, and statements contained herein.

4. The undersigned has reviewed this Certificate and, to the best of the undersigned's knowledge, the certifications, representations, and statements made herein by Jonathan Pryce-Williams are true and correct in all material respects. IRONHAVEN DATA CENTERS LLC By: ________ Name: Marcus Delaine Title: Chief Executive Officer Date: May 15, 2024 This Certificate, together with the exhibits attached hereto, is delivere