Contract analysis

I. NOTARIAL PROTOCOL HEADER (URKUNDSVORBLATT) Notarial Deed No. E 0847/2024 On the fifteenth day of May, two thousand and twenty-four (May 15, 2024), there appeared before me, the undersigned notary public, Dr. Friedrich Engelbrecht Notary Public (Notar) with office at Bockenheimer Anlage 44, 60322 Frankfurt am Main, Germany appointed by the President of the Oberlandesgericht Frankfurt am Main Member of the Notarkamm

II. PARTIES APPEARING BEFORE THE NOTARY (ERSCHIENENE)

II.A. The Land Owner / Grantor The following entity appears as the owner of the encumbered property and grantor of the land charge: Ironhaven Frankfurt GmbH ("IHDC Frankfurt" or the "Grantor") Full legal name: Ironhaven Frankfurt GmbH Registered office: Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany Legal form: Gesellschaft mit beschränkter Haftung (limited liability company) organized under the laws of the

1. Katarina Bremer, born on March 14, 1978, business address: Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, identified by Personalausweis (German national identity card) number T724N3R821, issued by the Stadtverwaltung Frankfurt am Main. Ms. Bremer serves as Managing Director (Geschäftsführerin) of IHDC Frankfurt and is authorized to represent the company individually (einzelvertretungsberechtigt) pursuan

2. Marcus Delaine, born on July 22, 1981, business address: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, VA 20147, USA, identified by United States Passport number 578214963, issued by the United States Department of State. Mr. Delaine serves as Managing Director (Geschäftsführer) of IHDC Frankfurt and is likewise authorized to represent the company individually (einzelvertretungsberechtigt) pursuant to the com

II.B. The Security Trustee / Beneficiary The following entity appears as the beneficiary of the land charge and the Security Trustee under the relevant security documentation: Pinnacle Trust Company, N.A. ("Pinnacle Trust" or the "Security Trustee") Full legal name: Pinnacle Trust Company, N.A. Legal form: National banking association organized under the laws of the United States of America and chartered by the Offic

III. RECITALS (VORBEMERKUNGEN) The appearing parties make the following preliminary statements by way of background to this deed:

III.A. Background of the Transaction The parties hereto note and refer to the Senior Secured Term Loan B Credit Agreement dated as of May 15, 2024 (the "Credit Agreement"), entered into among: (a) Ironhaven Data Centers LLC, a limited liability company organized under the laws of the State of Delaware, United States of America, with its principal office at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, VA 20147,

III.B. Security Context In connection with the Credit Agreement, the following parties have entered into a German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag) (the "Parallel Debt Agreement"): (a) Ironhaven Frankfurt GmbH (IHDC Frankfurt); (b) Pinnacle Trust Company, N.A., acting through its London branch, as Security Trustee; and (c) The Lenders party to the Credit Agreement. Under the Par

III.C. Syndicate Lenders Benefiting from the Security The Security Trustee holds the land charge created hereunder for the benefit of all "Secured Parties" as defined in the Credit Agreement and the Parallel Debt Agreement. As of the date of the Credit Agreement, the Lenders comprising the syndicate and their respective allocated commitments under the Credit Agreement are as follows: For the avoidance of doubt, NordB

III.D. Related German Security Documents This land charge is one of several security interests created under German law in connection with the Credit Agreement. The following German-law security documents have been or will be entered into in connection with the transactions contemplated by the Credit Agreement (collectively, together with this deed, the "German Security Documents"): (a) German Parallel Debt and Secur

IV. DESCRIPTION OF THE ENCUMBERED PROPERTY (GRUNDSTÜCKSBESCHREIBUNG)

IV.A. Land Register Information The land charge created under this deed encumbers the following real property: Land registry (*Grundbuchamt*): Amtsgericht Frankfurt am Main Land register folio (*Grundbuch*): Grundbuch von Frankfurt am Main-Ost, Blatt 54321 Cadastral district (*Gemarkung*): Frankfurt am Main-Ost Plot section (*Flur*): 12 Plot number (*Flurstück*): 789 Approximate area: 18.7 hectares (approximately 46.

IV.B. Current State of the Property As of the date of this deed, the property described above consists of undeveloped and partially developed industrial land (Industriegelände) designated under the applicable zoning plan (Bebauungsplan) of the City of Frankfurt am Main for commercial and industrial use. The property is situated in the eastern industrial corridor of Frankfurt am Main, with proximity to major fiber opt

IV.C. Ownership Confirmation IHDC Frankfurt is the sole registered owner (Eigentümerin) of the property as recorded in Section I (Abteilung I) of the Grundbuch von Frankfurt am Main-Ost, Blatt 54321. Ownership was acquired by IHDC Frankfurt pursuant to a purchase agreement (Kaufvertrag) notarized on September 28, 2023 (UR-Nr. E 0412/2023, Notar Dr. Friedrich Engelbrecht, Frankfurt am Main), and ownership was register

Section II (Abteilung II) of the land register contains the following entries, which the notary has reviewed and which, in the opinion of the Security Trustee's German legal counsel, do not materially impair the value or enforceability of the land charge created hereunder: (i) A utility easement (Grunddienstbarkeit) in favor of Halcyon Holdings for the routing and maintenance of underground electrical conduits across

V. CREATION OF THE LAND CHARGE (BESTELLUNG DER GRUNDSCHULD)

V.A. Type and Amount of Land Charge IHDC Frankfurt, acting through its Managing Directors Ms. Bremer and Mr. Delaine, hereby creates, grants, and establishes a book land charge without certificate (Buchgrundschuld ohne Brief) in accordance with Sections 1191 and 1192 of the German Civil Code (BGB) over the property described in Section IV above. The issuance of a land charge certificate (Grundschuldbrief) is hereby e

V.B. Interest on the Land Charge (Grundschuldzinsen) The land charge shall bear interest at the following rate: Annual interest rate (*Jahreszinsen*): 18% (eighteen percent) per annum on the registered principal amount of €253,571,429.00 This annual interest rate of 18% is the registered rate (eingetragener Zinssatz) under the land charge. It is customary in German secured lending practice to register a land charge w

V.C. Beneficiary The land charge is created in favor of: Pinnacle Trust Company, N.A., acting through its London branch located at 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom, in its capacity as Security Trustee under the German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag) Pinnacle Trust Company, N.A. holds the land charge in its capacity as Security Trustee for the benef

V.D.1. Submission to Immediate Enforcement Against the Property (§ 800 ZPO) IHDC Frankfurt, acting through its Managing Directors, hereby submits to immediate enforcement (sofortige Zwangsvollstreckung) of the land charge created under this deed against the encumbered property described in Section IV above, in accordance with Section 800 of the German Code of Civil Procedure (Zivilprozessordnung — ZPO). This submissi

V.D.2. Personal Liability and Submission to Enforcement Against All Assets (§ 794 Abs. 1 Nr. 5 ZPO) In addition to the in rem submission to enforcement against the encumbered property, IHDC Frankfurt hereby assumes personal liability (persönliche Haftungsübernahme) in respect of the land charge amount (principal, interest, and one-time additional charge as specified in Sections V.A and V.B above) and submits to immed

V.E. Relationship to the Parallel Debt The appearing parties hereby clarify and confirm that the land charge created under this deed secures the parallel debt claim (Parallelschuld) of the Security Trustee as created under the Parallel Debt Agreement. The land charge does not directly secure the underlying claims of the individual Lenders against IHDC Frankfurt under the Credit Agreement. Rather, the Security Trustee

VI. REPRESENTATIONS AND WARRANTIES OF THE GRANTOR IHDC Frankfurt, acting through its Managing Directors Ms. Bremer and Mr. Delaine, hereby makes the following representations and warranties to the Security Trustee as of the date of this deed:

VI.A. Corporate Authority IHDC Frankfurt is a limited liability company (Gesellschaft mit beschränkter Haftung) duly organized, validly existing, and in good standing under the laws of the Federal Republic of Germany. IHDC Frankfurt has the corporate power and authority to own and operate its assets and to carry on its business as currently conducted and as contemplated by the Credit Agreement. The execution and deli

VI.B. Title and Encumbrances IHDC Frankfurt represents and warrants that: (a) It is the sole registered owner (Eigentümerin) of the property described in Section IV above, as confirmed by the Grundbuchauszug attached as Exhibit A; (b) The property is free and clear from any land charges (Grundschulden), mortgages (Hypotheken), or other encumbrances in Section III (Abteilung III) of the land register, other than those

VI.C. No Insolvency / Enforcement Proceedings IHDC Frankfurt represents and warrants that: (a) No insolvency proceedings (Insolvenzverfahren), including preliminary insolvency proceedings (vorläufiges Insolvenzverfahren), have been opened, applied for, or threatened against IHDC Frankfurt; (b) IHDC Frankfurt is not over-indebted (überschuldet) within the meaning of Section 19 of the German Insolvency Code (InsO) and

VI.D. Sanctions and Anti-Money Laundering Compliance IHDC Frankfurt represents and warrants that: (a) Neither IHDC Frankfurt, nor any of its direct or indirect beneficial owners, managing directors, officers, employees, or affiliates, is a person or entity that is listed on, or is owned or controlled by a person or entity listed on: (i) the EU Consolidated List of Persons, Groups, and Entities Subject to EU Financial

VII. CONDITIONS AND COVENANTS IHDC Frankfurt hereby covenants and agrees with the Security Trustee as follows, each covenant to remain in full force and effect until the land charge has been released and cancelled from the land register in accordance with the terms of the Security Purpose Agreement:

VII.A. Negative Pledge IHDC Frankfurt covenants that it shall not, without the prior written consent of the Security Trustee (acting upon the instructions of the Required Lenders as defined in the Credit Agreement), create, grant, permit, or suffer to exist any additional liens, land charges, mortgages, pledges, encumbrances, or other security interests over or affecting the property that would rank equal to (gleichr

VII.B. Insurance Obligations IHDC Frankfurt covenants that it shall, at all times during the term of the land charge: (a) During the construction phase, maintain builder's risk insurance (Bauleistungsversicherung), comprehensive general liability insurance, and environmental liability insurance in respect of the property and the Frankfurt Campus construction project, each in amounts and with terms that meet or exceed

VII.C. Obligation to Maintain Property IHDC Frankfurt covenants that it shall: (a) Maintain the property and all improvements thereon in good condition and repair, in accordance with prudent industry standards for data center facilities of comparable size and specification; (b) Not commit or permit waste (Verschlechterung der Substanz) on the property, including environmental contamination, unauthorized demolition of

VII.D. Information Rights IHDC Frankfurt covenants that it shall: (a) Provide the Security Trustee (and its agents, representatives, and professional advisors) with reasonable access to the property for purposes of inspection, including physical inspection of the site, review of construction progress, and assessment of the condition and value of the property, upon not less than five (5) business days' prior written n

VIII. ENFORCEMENT (ZWANGSVOLLSTRECKUNG)

VIII.A. Enforceability Clause — Real Property (§ 800 ZPO) The Grantor, Ironhaven Frankfurt GmbH, acting through its Managing Directors Katarina Bremer and Marcus Delaine, hereby declares: "In respect of the land charge created under this deed, registered in the land register maintained by the Amtsgericht Frankfurt am Main for Frankfurt am Main-Ost, Blatt 54321, in the principal amount of €253,571,429.00 (in words: tw

VIII.B. Enforceability Clause — Personal Liability (§ 794 Abs. 1 Nr. 5 ZPO) The Grantor, Ironhaven Frankfurt GmbH, acting through its Managing Directors Katarina Bremer and Marcus Delaine, hereby further declares: "In respect of the personal liability assumed under this deed, in the amount corresponding to the registered land charge of €253,571,429.00 (in words: two hundred fifty-three million five hundred seventy-on

VIII.C. Issuance of Enforceable Copies (Vollstreckbare Ausfertigung) The notary shall issue one (1) enforceable copy (vollstreckbare Ausfertigung) of this deed to the Security Trustee, Pinnacle Trust Company, N.A., acting through its London branch, for purposes of enforcement. The enforceable copy shall be delivered to the Security Trustee or its authorized representative (Mr. William Hargrove or such other person as

IX. LAND REGISTER APPLICATION (GRUNDBUCHANTRAG)

IX.A. Application for Registration The notary is hereby authorized and instructed by IHDC Frankfurt and Pinnacle Trust Company, N.A. to apply to the Grundbuchamt (land registry) at the Amtsgericht Frankfurt am Main for the registration of the following entries in the land register: Entry in Section III (*Abteilung III*) of the Grundbuch von Frankfurt am Main-Ost, Blatt 54321: A book land charge (Buchgrundschuld) with

IX.B. Expected Registration Timeline The appearing parties acknowledge that the processing of land register applications by the Grundbuchamt at the Amtsgericht Frankfurt am Main typically requires approximately six (6) to ten (10) weeks from the date of submission of a complete application. The appearing parties further note that the Closing Date under the Credit Agreement is scheduled for June 3, 2024. As the land c

IX.C. Priority Notice (Vormerkung) In light of the fact that immediate registration of the land charge may not be achievable prior to the Closing Date of June 3, 2024, the notary is hereby authorized and instructed to apply for the registration of a priority notice (Vormerkung) in Section III (Abteilung III) of the land register under Section 883 of the German Civil Code (BGB), in order to preserve and protect the fi

X.A. Notarial Fees All notarial fees arising in connection with the preparation, execution, and authentication of this deed, as well as the preparation and submission of the land register application, shall be borne exclusively by IHDC Frankfurt in accordance with the German Court and Notary Fees Act (Gerichts- und Notarkostengesetz — GNotKG). The notarial fees are calculated on the basis of the transaction value (Ge

X.B. Land Registry Fees All registration fees (Gerichtsgebühren) payable to the Grundbuchamt at the Amtsgericht Frankfurt am Main in connection with the registration of the land charge and the priority notice (if applicable) in the land register shall be borne exclusively by IHDC Frankfurt. These fees are calculated in accordance with the fee schedule of the GNotKG and are based on the registered amount of the land c

X.C. Other Costs All other costs incurred in connection with this deed and the registration of the land charge, including but not limited to the following, shall be borne exclusively by IHDC Frankfurt: (a) Costs of obtaining and certifying translations of this deed and any related documents; (b) Costs of apostille or legalization of powers of attorney, corporate resolutions, and other foreign documents required in co

XI. MISCELLANEOUS PROVISIONS (SCHLUSSBESTIMMUNGEN)

XI.A. Governing Law This deed and the land charge created hereunder, including all rights, obligations, and claims arising out of or in connection therewith, are governed by and shall be construed in accordance with the laws of the Federal Republic of Germany. The Credit Agreement to which this security relates is governed by the laws of the State of New York, United States of America. The Parallel Debt Agreement and

XI.B. Severability If any provision of this deed is or becomes invalid, void, illegal, or unenforceable in whole or in part under applicable law, such invalidity, voidness, illegality, or unenforceability shall not affect the validity or enforceability of the remaining provisions of this deed. The remaining provisions shall continue in full force and effect as if the invalid, void, illegal, or unenforceable provision