Contract analysis

1. Reference and Definitions This Fee Letter is delivered in connection with, and is the "Fee Letter" referred to in, that certain Commitment Letter dated as of February 28, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Commitment Letter"), between Crescent Harbor Bank, N.A. ("Crescent Harbor," "CHB," or the "Lead Arranger") and Ironhaven Data Centers LLC ("IHDC" or the "Borr

2. Arrangement Fee Crescent Harbor Bank, N.A., in its capacity as Sole Lead Arranger and Sole Bookrunner for the Credit Facility, shall receive an arrangement fee (the "Arrangement Fee") in an amount equal to one and one-half percent (1.50%) of the aggregate commitments under the Credit Facility, calculated as follows: $950,000,000 × 1.50% = $14,250,000 The Arrangement Fee shall be deemed fully earned upon execution

3. Upfront Fee / Original Issue discount (OID) Each Lender under the Credit Facility (including Crescent Harbor Bank, N.A. in its capacity as a Lender) shall receive an upfront fee in the form of an original issue discount (the "Upfront Fee" or "OID") equal to fifty basis points (0.50%) of such Lender's individual commitment amount under the Credit Facility. As a result, the Credit Facility shall be issued at a price

4. Administrative Agent Fee Crescent Harbor Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, shall receive an annual administrative agent fee (the "Administrative Agent Fee") in the amount of One Hundred Seventy-Five Thousand Dollars ($175,000) per annum. The Administrative Agent Fee shall be payable by the Borrower in advance on the Closing Date and on each anniversary of the Closing D

5. Collateral Agent Fee Pinnacle Trust Company, N.A., in its capacity as Collateral Agent and Security Trustee under the Collateral Documents and the Parallel Debt and Security Trust Agreement, shall receive an annual collateral agent fee (the "Collateral Agent Fee"), which shall consist of two components: (a) Domestic (US) Collateral Agent Services. In consideration of the domestic collateral agent services to be pr

6. Ticking Fee From and after the Syndication Launch Date (anticipated to be March 15, 2024), the Borrower shall pay to the Lead Arranger, for the ratable account of each Lender (allocated pro rata based on such Lender's commitment under the Credit Facility), a ticking fee (the "Ticking Fee") at a rate of twenty-five basis points (0.25%) per annum, calculated on the aggregate undrawn and unfunded commitments under th

7. Market Flex The market flex provisions set forth in the Commitment Letter are hereby incorporated by reference as if fully set forth herein. Crescent Harbor, in its capacity as Sole Lead Arranger and Sole Bookrunner, reserves the right, in consultation with the Borrower, to modify the pricing, structure, and/or terms of the Credit Facility as set forth in the Commitment Letter in order to ensure the successful syn

8. Expense Reimbursement Whether or not the Closing Date occurs, the Borrower shall reimburse Crescent Harbor for all reasonable and documented out-of-pocket costs and expenses incurred by Crescent Harbor in connection with the syndication, structuring, negotiation, documentation, and closing of the Credit Facility, including, without limitation, the following: (a) all legal fees and disbursements of Blackthorn & Sun

9. Confidentiality This Fee Letter and the terms hereof are strictly confidential and shall not be disclosed by the Borrower to any person other than the following: (a) the officers, directors, and employees of IHDC, Ironhaven Holdings Inc., Ironhaven Frankfurt GmbH, and their respective affiliates (including, without limitation, Thornfield Capital Partners, LP and its personnel, specifically David Thornfield, Elena

10. Relationship to Commitment Letter and Credit Agreement This Fee Letter is supplemental to, and forms an integral part of, the Commitment Letter dated as of February 28, 2024 between Crescent Harbor and the Borrower. The terms and conditions of the Commitment Letter are hereby incorporated by reference as if fully set forth herein to the extent not inconsistent with the terms of this Fee Letter. Upon execution and

11. Governing Law; Jurisdiction This Fee Letter and any claims, controversies, disputes, or causes of action (whether in contract, tort, or otherwise) arising out of, based upon, or relating to this Fee Letter or the negotiation, execution, or performance hereof shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles thereof that would ca

12. Miscellaneous Counterparts. This Fee Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Fee Letter by facsimile or by electronic means (including in ".pdf" or ".tif" format) shall be effective as delivery of a manually executed

13. Fee Summary The following table summarizes all fees payable under this Fee Letter: The foregoing summary is provided for convenience only and is qualified in its entirety by the detailed provisions set forth in the corresponding sections of this Fee Letter. [Remainder of this page intentionally left blank. Signature pages follow.] If the foregoing correctly sets forth our agreement with respect to the fees descri

1. Crescent Harbor Bank, N.A. — Wire Transfer Instructions for Receipt of Arrangement Fee and Ticking Fee The following wire transfer instructions shall be used by the Borrower for all payments of the Arrangement Fee and Ticking Fee to Crescent Harbor Bank, N.A.: [To be completed and delivered to the Borrower no later than two (2) Business Days prior to the anticipated Closing Date.] Bank Name: Crescent Harbor Bank,

2. Pinnacle Trust Company, N.A. — Wire Transfer Instructions for Receipt of Collateral Agent Fee The following wire transfer instructions shall be used by the Borrower for all payments of the Collateral Agent Fee (both Domestic Collateral Agent services and German Security Trustee services) to Pinnacle Trust Company, N.A.: [To be completed and delivered to the Borrower no later than two (2) Business Days prior to the

3. Upfront Fee / Original Issue discount (OID) The Upfront Fee (OID) shall be netted from the funded proceeds of the Credit Facility on the Closing Date and shall not require a separate wire transfer from the Borrower. Each Lender's OID amount shall be retained by such Lender from the funds that would otherwise be advanced to the Borrower, as set forth in Section 3 of this Fee Letter and in the funding mechanics of t