Contract analysis

ARTICLE I DEFINITIONS AND INTERPRETATION

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Administrative Agent" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as administrative agent under the Credit Agreement, together with its successors and assigns in such capacity. "Agreement" means this intellectual Property Security Agreement, as the same may be ame

Section 1.2 — Terms Defined in the Credit Agreement. All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Credit Agreement, as in effect on the date hereof. If a term is defined both in this Agreement and in the Credit Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement.

Section 1.3 — Terms Defined in the UCC. Unless otherwise defined herein or in the Credit Agreement, terms used in this Agreement that are defined in the Uniform Commercial Code as in effect in the State of New York (or, with respect to matters of perfection and priority, the State of Delaware) shall have the meanings set forth therein. Without limiting the generality of the foregoing, the terms "accounts," "chattel p

Section 1.4 — Interpretation. (a) References in this Agreement to Articles, Sections, Schedules, and Exhibits are to articles and sections of, and schedules and exhibits to, this Agreement unless otherwise specified. (b) The headings and captions contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. (c) The word "including" (an

ARTICLE II GRANT OF SECURITY INTEREST

Section 2.1 — Grant. As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all Obligations, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates, and transfers to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in and lien upon all of

Section 2.2 — Secured Obligations. The security interest granted herein secures the prompt and complete payment and performance of all Obligations under the Credit Agreement and the other Loan Documents, including without limitation: (a) All principal of the term loan facility in the aggregate amount of nine hundred fifty million dollars ($950,000,000), comprising a USD Tranche in the principal amount of six hundred

Section 2.3 — Supplemental Nature. This Agreement supplements and does not limit, restrict, or otherwise impair the Security Agreement or any other Loan Document. The security interest granted under this Agreement is in addition to, and not in substitution for, the security interest granted in the Security Agreement with respect to the Grantor's general intangibles and other personal property. In the event of any con

ARTICLE III REPRESENTATIONS AND WARRANTIES The Grantor hereby represents and warrants to the Collateral Agent and the Secured Parties as follows, as of the date hereof and as of each date on which the Schedules hereto are supplemented:

Section 3.1 — Ownership and Title. The Grantor is the sole and exclusive owner of, or has valid and subsisting rights in, all intellectual Property Collateral listed on the Schedules hereto, free and clear of all liens, security interests, encumbrances, claims, charges, and adverse claims of any kind or nature whatsoever, except for the following (collectively, "Permitted IP Encumbrances"): (a) the security interest

Section 3.2 — Validity and Enforceability. Each trademark registration, patent, and copyright registration listed on the Schedules hereto is valid, subsisting, and enforceable under the laws of the jurisdiction indicated on such Schedule, and has not been adjudged invalid, unenforceable, or unregistrable, in whole or in part, by any court of competent jurisdiction or governmental authority. No proceeding is pending o

Section 3.3 — Completeness of Schedules. (a) Schedule A attached hereto sets forth a complete and accurate list of all trademarks, service marks, and trade names (both registered and with applications pending) owned by the Grantor as of the date hereof, including the registration or application number, the date of registration or filing, the jurisdiction of registration, the current status, and the international clas

Section 3.4 — No Infringement. To the Grantor's knowledge, after due inquiry, the conduct of the Grantor's business as presently conducted does not infringe, misappropriate, dilute, or otherwise violate any intellectual property right of any third party in any manner that would reasonably be expected to result in a Material Adverse Effect. The Grantor has not received any written claim, demand letter, cease-and-desis

Section 3.5 — No Prior Assignments or Conflicting Agreements. The Grantor has not previously assigned, transferred, pledged, hypothecated, encumbered, or otherwise disposed of any of the intellectual Property Collateral (or any interest therein) to any person or entity, except as expressly permitted by the Credit Agreement, the Security Agreement, and this Agreement. No intellectual Property Collateral has been dedic

Section 3.6 — Authorization and Enforceability. The execution, delivery, and performance by the Grantor of this Agreement have been duly authorized by all necessary limited liability company action on the part of the Grantor, including the requisite approvals of the board of managers (or equivalent governing body) of the Grantor. No other action, consent, approval, authorization, or filing with or notice to any gover

Section 3.7 — Jurisdiction and Registrations. All trademark registrations and patent registrations included in the intellectual Property Collateral that are registered in the United States are registered with the United States Patent and Trademark Office (USPTO), and all related records are current and in good standing. All copyright registrations included in the intellectual Property Collateral that are registered i

Section 3.8 — OFAC and Sanctions Compliance. The Grantor represents and warrants that none of the intellectual Property Collateral is the subject of any restriction, prohibition, or limitation arising under economic sanctions laws and regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), the U.S. Department of State, the European Union (including Council Reg

ARTICLE IV COVENANTS The Grantor hereby covenants and agrees with the Collateral Agent and the Secured Parties as follows:

Section 4.1 — Protection and Maintenance of intellectual Property. The Grantor shall, at its own cost and expense: (a) Diligently maintain, protect, defend, and enforce its rights in and to the intellectual Property Collateral against infringement, misappropriation, dilution, and any other violation by third parties, and shall not take any action, or fail to take any action, that would reasonably be expected to impai

Section 4.2 — No Disposition or Encumbrance. Except as expressly permitted under the Credit Agreement and the Security Agreement (including dispositions and encumbrances permitted under Sections 7.04 (Fundamental Changes), 7.05 (Dispositions), and 7.01 (Liens) of the Credit Agreement, including the Permitted Liens baskets and permitted asset sales set forth therein), the Grantor shall not, without the prior written c

Section 4.3 — Prosecution of Infringement. The Grantor shall promptly notify the Collateral Agent in writing of any infringement, misappropriation, dilution, or other violation of any material intellectual Property Collateral of which the Grantor becomes aware, providing reasonable detail regarding the nature and scope of such infringement or violation. The Grantor shall take commercially reasonable steps, consistent

Section 4.4 — Notice of New intellectual Property. (a) Within thirty (30) days after the end of each fiscal quarter of the Grantor (or such shorter period as may be required under the Credit Agreement), the Grantor shall deliver to the Collateral Agent a written supplement to the Schedules hereto, in form and substance reasonably satisfactory to the Collateral Agent, identifying any new trademarks, service marks, tra

Section 4.5 — Further Assurances. The Grantor shall, at its own cost and expense, promptly execute, acknowledge, and deliver all further instruments, documents, certificates, and agreements, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to: (a) Perfect, maintain, and protect the first-priority security interest granted or purported to be

Section 4.6 — Recordation of Security Interest. The Grantor hereby authorizes the Collateral Agent to record this Agreement (or a short-form intellectual property security agreement derived herefrom) with the USPTO and/or the U.S. Copyright Office, as applicable, and to make any and all filings (including electronic filings) reasonably necessary or advisable to evidence or perfect the Collateral Agent's security inte

Section 4.7 — Use of Trademarks. The Grantor shall continue to use each material trademark included in the Trademark Collateral in interstate or international commerce, or in such other manner as may be required under applicable law, sufficient to maintain the validity, enforceability, and registration of such trademark. The Grantor shall maintain consistent quality standards with respect to goods and services offere

Section 4.8 — No Adverse Action. The Grantor shall not enter into any agreement, arrangement, or understanding, or take any action, that would (a) materially impair the value of any material intellectual Property Collateral, (b) materially impair or adversely affect the Collateral Agent's security interest in the intellectual Property Collateral, or (c) conflict with, or be inconsistent with, the obligations of the G

Section 4.9 — Change of Name, Identity, or Location. The Grantor shall provide at least thirty (30) days' prior written notice to the Collateral Agent before: (a) Changing its legal name from "Ironhaven Data Centers LLC" or adopting any new trade name, assumed name, or fictitious business name; (b) Changing its state of organization from the State of Delaware or redomiciling, converting, or reorganizing into a differ

Section 5.1 — UCC Financing Statements. The Grantor hereby authorizes the Collateral Agent (and Calderwood & Harkness LLP, as counsel to the Grantor, and Blackthorn & Sundial Software, as counsel to the Collateral Agent, on behalf of the Collateral Agent) to prepare and file, without the signature of the Grantor (to the extent permitted by applicable law), one or more UCC-1 financing statements (and continuation stat

Section 5.2 — USPTO and Copyright Office Filings. Concurrently with the execution of this Agreement, the Grantor shall execute and deliver to the Collateral Agent the following documents, in each case in form and substance satisfactory to the Collateral Agent and suitable for recording with the applicable governmental office: (a) A short-form trademark security agreement, substantially in the form of Exhibit A hereto

Section 5.3 — Power of Attorney. The Grantor hereby irrevocably appoints the Collateral Agent as its true and lawful attorney-in-fact, with full power of substitution and subrogation, coupled with an interest, to execute, deliver, record, and file, on behalf of and in the name of the Grantor, any and all documents, instruments, certificates, applications, agreements, and other writings that the Collateral Agent deems

Section 6.1 — Remedies Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default (as defined in the Credit Agreement, including without limitation Events of Default arising under Sections 8.01(a) (Failure to Pay Principal), 8.01(b) (Failure to Pay Interest or Fees), 8.01(d) (Cross-Default), 8.01(f) (Bankruptcy), and 8.01(g) (Involuntary Bankruptcy) thereof), the Collateral Agent (ac

Section 6.2 — License to Use intellectual Property. The Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive, royalty-free, fully paid-up, worldwide license (with the right to sublicense to any purchaser, assignee, or transferee of any intellectual Property Collateral), effective only upon the occurrence and during the continuance of an Event of Default, to use, practice, exploit, reproduce, di

Section 6.3 — Application of Proceeds. All proceeds received by the Collateral Agent from any sale, licensing, sublicensing, assignment, or other disposition of intellectual Property Collateral pursuant to this Article VI shall be applied in the order of priority set forth in Section 2.05(b) of the Credit Agreement and the First Lien / Super-Senior Intercreditor Agreement, dated as of May 15, 2024 (the "Intercreditor

Section 6.4 — Waivers. To the fullest extent permitted by applicable law, the Grantor hereby irrevocably waives: (a) Any right to require the Collateral Agent to proceed against any other person or entity before proceeding against the Grantor or the intellectual Property Collateral; (b) Any right to require the Collateral Agent to proceed against or exhaust any other collateral or security before proceeding against t

ARTICLE VII RELATIONSHIP WITH SECURITY AGREEMENT AND CREDIT AGREEMENT

Section 7.1 — Incorporation by Reference. The terms and provisions of the Security Agreement and the Credit Agreement are hereby incorporated into this Agreement by reference to the extent not inconsistent with the express provisions hereof. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Credit Agreement, the Credit Agreement shall

Section 7.2 — Intercreditor Agreement. The security interest granted hereunder and the exercise of any right or remedy by the Collateral Agent with respect to the intellectual Property Collateral are subject in all respects to the provisions of the First Lien / Super-Senior Intercreditor Agreement, dated as of May 15, 2024 (the "Intercreditor Agreement"), among Ironhaven Data Centers LLC, Crescent Harbor Bank, N.A. (

Section 7.3 — No Independent Obligations. This Agreement does not create any obligations of the Grantor independent of or in addition to those arising under the Credit Agreement and the other Loan Documents. This Agreement secures the Obligations as defined in the Credit Agreement and no other obligations. Nothing in this Agreement shall be construed to impose upon the Collateral Agent any obligation to make advances

ARTICLE VIII GENERAL PROVISIONS

Section 8.1 — Termination and Release. (a) This Agreement and the security interests granted hereunder shall terminate and be of no further force or effect upon the earliest to occur of: (i) The Payment in Full (as defined in the Credit Agreement) of all Obligations, including all principal, accrued and unpaid interest, fees, expenses, indemnities, and other amounts owing under the Credit Agreement and the other Loan

Section 8.2 — Amendments and Waivers. No amendment, modification, supplement, termination, or waiver of any provision of this Agreement, and no consent to any departure by the Grantor from any provision of this Agreement, shall be effective unless in writing signed by the Collateral Agent (acting at the direction of the Required Lenders, as applicable) and the Grantor. Any such amendment, modification, supplement, te