Contract analysis

I. The relative rights and priorities of the Secured Parties with respect to the Collateral and the proceeds thereof are governed by that certain Intercreditor Agreement, dated as of May 15, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), among IHDC, Crescent Harbor Bank, N.A. (in its capacities as Administrative Agent under the Credit Agreement and a

Section 1.01 — Defined Terms Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings when used in this Agreement: "Account" shall have the meaning ascribed to such term in Article 9 of the UCC. "Borrower" means Iro

Section 1.02 — UCC Terms All terms defined in Article 9 of the UCC and not otherwise defined in this Agreement or in the Credit Agreement shall have the meanings ascribed to such terms therein. The rules of construction set forth in Article 9 of the UCC shall apply to this Agreement to the extent not inconsistent with the terms hereof. The New York UCC shall govern interpretation of all UCC terms except where the Del

Section 1.03 — Rules of Construction The headings, captions, and arrangements used in this Agreement are for convenience of reference only and shall not be deemed to limit, amplify, or modify the terms of this Agreement, nor shall they affect the meaning thereof. Unless the context otherwise requires: (a) the singular shall include the plural and vice versa; (b) words of any gender shall include each other gender; (c

ARTICLE II — GRANT OF SECURITY INTEREST

Section 2.01 — Grant As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by required prepayment, by acceleration, or otherwise) of all Obligations, each Grantor hereby unconditionally and irrevocably grants, pledges, hypothecates, and assigns to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security intere

Section 2.02 — Excluded Assets Notwithstanding the provisions of Section 2.01, the Collateral shall not include the following (collectively, the "Excluded Assets"): (a) Anti-Assignment Provisions. Any lease, license, contract, or agreement to the extent that the grant of a security interest therein would violate or invalidate such lease, license, contract, or agreement or create a right of termination in favor of any

Section 2.03 — Security Interest Secures Obligations The Security Interest granted herein secures the prompt and complete payment when due (whether at stated maturity, by required prepayment, by acceleration, demand, or otherwise) and performance of all Obligations of the Grantors under the Credit Agreement, the Guarantee Agreement, and all other Loan Documents, including, without limitation: (a) Principal. All princ

ARTICLE III — REPRESENTATIONS AND WARRANTIES Each Grantor hereby represents and warrants to the Collateral Agent and each Secured Party as follows:

Section 3.01 — Title and Ownership Each Grantor is the sole legal and beneficial owner of all Collateral purported to be owned by such Grantor, and has good and marketable title to such Collateral, free and clear of all liens, claims, encumbrances, charges, and security interests of every kind, except for (a) the Security Interest created by this Agreement and the other Loan Documents, and (b) the Permitted Liens (as

Section 3.02 — Legal Names and Organizational Information (a) Ironhaven Data Centers LLC: (i) Full legal name: Ironhaven Data Centers LLC. (ii) Jurisdiction of organization: State of Delaware. (iii) Employer Identification Number (EIN): 84-3291057. (iv) Organizational identification number: as set forth on Schedule 1 hereto. (v) Chief executive office: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147

Section 3.03 — Perfection; Filing Offices (a) Upon the filing of UCC-1 financing statements with the Delaware Secretary of State naming each of IHDC and Holdings as debtor, the Security Interest in all Collateral in which a security interest may be perfected by filing under the UCC will be duly perfected as a first-priority security interest (subject only to Permitted Liens that have priority as a matter of law). (b)

Section 3.04 — No Conflicting Liens No effective UCC financing statement, security agreement, or other instrument similar in effect covering all or any part of the Collateral is on file or of record in any filing office or registry, except for: (a) UCC-1 financing statements filed by Greystone Mezzanine Fund II, LP with the Delaware Secretary of State in connection with the mezzanine notes bearing CUSIP 39817MAB3, wh

Section 3.05 — Equity Interests (a) Schedule 3 hereto sets forth a true, correct, and complete list of all Equity Interests owned by each Grantor as of the Signing Date, including the issuer, the type and class of interest, the certificate number (if any), the percentage of outstanding interests represented thereby, and the number of units, shares, or Geschäftsanteile represented thereby. (b) As of the Signing Date:

Section 3.06 — Intellectual Property Schedule 4 hereto sets forth a true, correct, and complete list of all registered intellectual Property owned by each Grantor as of the Signing Date, including, with respect to each item, the applicable registration or application number, the jurisdiction of registration, and the registered owner. The intellectual Property is further documented in, and subject to the terms and con

Section 3.07 — Deposit Accounts Schedule 6 hereto sets forth a true, correct, and complete list of all Deposit Accounts maintained by each Grantor as of the Signing Date, including the name and address of each depository bank, the account number for each account, the type of each account (operating, reserve, escrow, or other), and confirmation of the DACA status for each such account. All Deposit Accounts listed on S

Section 3.08 — Commercial Tort Claims Schedule 5 hereto sets forth a true, correct, and complete list of all Commercial Tort Claims held by any Grantor as of the Signing Date, including, for each such claim, the court in which such claim is pending (if any), the case number, the parties thereto, and a brief description of the nature of the claim. As of the Signing Date, the Grantors represent that no Grantor holds an

Section 3.09 — Location of Tangible Collateral All Equipment and Inventory of IHDC is located at 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147 (the "Virginia Campus"), and at such other locations as are set forth on Schedule 7 hereto. All Equipment and Inventory of Holdings (if any) is located at the chief executive office of Holdings, as set forth on Schedule 1. No tangible Collateral i

Section 3.10 — Good Standing and Authorization (a) Each Grantor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization (the State of Delaware for both IHDC and Holdings), and has full power and authority to own and operate its properties and to conduct its business as presently conducted and as proposed to be conducted. (b) Each Grantor has full power, authority,

Section 3.11 — OFAC and Sanctions Compliance (a) No Grantor, nor any of its subsidiaries, nor any director, officer, or, to the knowledge of such Grantor, any employee or agent of any Grantor or any of its subsidiaries, is a person that is, or is owned or controlled by persons that are, (i) the target of any sanctions administered or enforced by the Office of Foreign Assets Control of the United States Department of

Section 3.12 — No Financing Statements Except as disclosed in Section 3.04 above, no UCC financing statement or analogous filing or recording, in any jurisdiction, covers all or any part of the Collateral, other than (a) the Greystone filing referenced in Section 3.04(a) (which shall be terminated on or prior to the Closing Date) and (b) financing statements filed or to be filed in favor of the Collateral Agent pursu

ARTICLE IV — COVENANTS Each Grantor hereby covenants and agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:

Section 4.01 — Maintenance of Collateral Each Grantor shall (a) maintain the Collateral in good condition and repair, ordinary wear and tear excepted, and (b) not permit any material waste or deterioration of the Collateral. Without limiting the generality of the foregoing, all Equipment located at the Virginia Campus and at any other location shall be maintained, serviced, and repaired in accordance with industry st

Section 4.02 — Insurance (a) Each Grantor shall maintain insurance on the Collateral in accordance with, and to the extent required by, the Credit Agreement, including, without limitation, (i) builder's risk insurance (during the construction phase of the Virginia Campus and the Frankfurt campus), (ii) property insurance (including "all-risk" property and casualty coverage), (iii) commercial general liability insuran

Section 4.03 — Further Assurances; After-Acquired Property (a) Each Grantor shall, at its own expense, promptly execute and deliver to the Collateral Agent all further instruments, documents, financing statements (including UCC-1 amendments and UCC-3 continuation statements), certificates, and agreements, and shall take all further action, that may be reasonably requested by the Collateral Agent (including the filing

Section 4.04 — Restrictions on Liens No Grantor shall create, incur, assume, or suffer to exist any lien, security interest, encumbrance, charge, or other adverse claim upon or with respect to any Collateral, other than (a) the Security Interest created by this Agreement and the other Loan Documents, and (b) the Permitted Liens (as defined in the Credit Agreement). This covenant is made in furtherance of, and not in

Section 4.05 — Restrictions on Dispositions No Grantor shall sell, transfer, assign, convey, lease, license, sublicense, or otherwise dispose of any Collateral (whether in a single transaction or a series of related transactions), except as expressly permitted by the Credit Agreement (including Permitted Dispositions as defined therein). Without limiting the generality of the foregoing, the Grantors acknowledge the c

Section 4.06 — Change of Name, Location, or Structure No Grantor shall (a) change its legal name, (b) change its jurisdiction of organization, (c) change its organizational structure or form of business organization, (d) change its chief executive office or principal place of business, or (e) change its organizational identification number, in each case without providing at least thirty (30) days' prior written notic

Section 4.07 — Deposit Accounts (a) Each Grantor shall maintain Deposit Account Control Agreements in favor of the Collateral Agent over all Deposit Accounts maintained by such Grantor (other than any Excluded Accounts as may be specified in the Credit Agreement). (b) Each Grantor shall not open any new Deposit Account without providing prompt notice to the Collateral Agent, and shall cause a Deposit Account Control

Section 4.08 — Equity Interests (a) No Grantor shall permit the issuance of additional equity interests in any subsidiary that would dilute or impair the Collateral Agent's Security Interest in the Pledged Equity, except as expressly permitted under the Credit Agreement. (b) If any Equity Interests constituting Collateral become certificated after the date hereof, the applicable Grantor shall promptly (and in any eve

Section 4.09 — Intellectual Property (a) Each Grantor shall diligently maintain, protect, and enforce all material intellectual Property owned by such Grantor, including, without limitation, by (i) taking all commercially reasonable actions to maintain the validity and enforceability of such intellectual Property, (ii) making all required filings, payments, and renewals with the USPTO, the US Copyright Office, and an

Section 4.10 — Records and Inspection (a) Each Grantor shall keep accurate and complete records and accounts of all Collateral, including records sufficient to identify and describe the Collateral, the value thereof, and the location thereof. (b) The Collateral Agent and its representatives (including any independent auditors or consultants retained by the Collateral Agent) shall have the right, upon reasonable prior

Section 4.11 — Taxes Each Grantor shall pay and discharge all taxes, assessments, and governmental charges or levies imposed upon or with respect to any Collateral (or with respect to the income or profits therefrom) before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings diligently conducted, (b) such Grantor h

Section 4.12 — Financial Covenants Acknowledgment Each Grantor acknowledges that the Credit Agreement contains the following financial maintenance covenants, compliance with which is a condition to the continued availability of the credit extensions thereunder: (a) Maximum Net Leverage Ratio. The Consolidated Total Net Debt to Consolidated Adjusted EBITDA ratio shall not exceed 6.00 to 1.00 as of the last day of any

Section 4.13 — Compliance with Laws and Sanctions (a) Each Grantor shall comply in all material respects with all applicable laws, rules, regulations, orders, writs, judgments, and decrees of any governmental authority, including, without limitation, all applicable Sanctions, anti-money laundering laws (including the Bank Secrecy Act, the USA PATRIOT Act, and FinCEN regulations), and anti-corruption laws (includi