Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. As used in this Guarantee Agreement, the following terms shall have the following meanings: "Administrative Agent" means Crescent Harbor Bank, National Association, a national banking association headquartered at 1200 Harbor Point Drive, Charlotte, North Carolina 2

Section 1.02 — Rules of Interpretation (a) References in this Guarantee Agreement to the Credit Agreement, any Loan Document, or any other agreement or instrument shall be deemed to include all amendments, restatements, amendments and restatements, supplements, renewals, extensions, refinancings, replacements, and other modifications thereof, in each case as permitted thereby and by the Credit Agreement. (b) Unless t

Section 1.03 — Credit Agreement Controls In the event of any conflict or inconsistency between the provisions of this Guarantee Agreement and the provisions of the Credit Agreement, the provisions of the Credit Agreement shall govern and control. Nothing in this Guarantee Agreement shall be construed to limit or otherwise derogate from any right, power, or remedy of any Secured Party under the Credit Agreement or any

Section 2.01 — Guarantee of the Obligations The Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to the Administrative Agent, for the ratable benefit of each of the Secured Parties, the full and punctual payment when due (whether at stated maturity, by required prepayment, by acceleration, by demand, or otherwise) and performance of all Guaranteed Obligations. This guarantee constitutes a guar

Section 2.02 — Guarantee Absolute The obligations of the Guarantor under this Article II are absolute, unconditional, and irrevocable, irrespective of the value, genuineness, validity, regularity, or enforceability of any of the Guaranteed Obligations or any other agreement or instrument referred to herein or therein, or any substitution, release, or exchange of any collateral securing any of the Guaranteed Obligatio

Section 2.03 — Waivers by Guarantor The Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law: (a) any requirement that the Administrative Agent, the Collateral Agent, or any other Secured Party exhaust any right, take any action, or pursue any remedy against the Borrower, the Co-Borrower, any other guarantor (if any), or any other Person, or against any collateral

Section 2.04 — Reinstatement The Guarantor agrees that this Guarantee Agreement shall continue to be effective, or shall be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations is rescinded, invalidated, declared to be fraudulent or preferential, set aside, or is otherwise required to be restored or returned by any Secured Party upon the insolvency, ban

Section 2.05 — Subrogation The Guarantor hereby agrees that, until the Termination Date, it shall not exercise and hereby waives any right of subrogation, reimbursement, indemnification, contribution, or other similar right against the Borrower, the Co-Borrower, or any other guarantor (if any) by reason of any payment or performance by the Guarantor under this Guarantee Agreement, whether such right arises under an e

Section 2.06 — Continuing Guarantee This Guarantee Agreement is a continuing guarantee of payment and performance and shall remain in full force and effect until the Termination Date. This Guarantee Agreement shall not be affected by any intermediate payment or settlement of account or by any change in the amount of the Guaranteed Obligations from time to time outstanding. The obligations of the Guarantor hereunder s

Section 2.07 — Maximum Liability; Savings Clause Notwithstanding any other provision of this Guarantee Agreement to the contrary, the liability of the Guarantor hereunder shall not exceed the maximum amount that would not render the Guarantor's obligations hereunder void, voidable, or unenforceable under any applicable law relating to fraudulent transfer, fraudulent conveyance, or similar laws, including, without lim

ARTICLE III — REPRESENTATIONS AND WARRANTIES The Guarantor hereby represents and warrants to the Administrative Agent and each of the Secured Parties as of the date hereof and as of the Closing Date as follows:

Section 3.01 — Organization and Good Standing The Guarantor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Guarantor possesses all corporate power and authority necessary to own and operate its properties and assets and to carry on its business as currently conducted and as proposed to be conducted. The Guarantor is duly qualified and authorized to

Section 3.02 — Authorization; Enforceability The execution, delivery, and performance by the Guarantor of this Guarantee Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Guarantor, including the adoption of resolutions of the Board of Directors of Ironhaven Holdings Inc. specifically authorizing the execution and deli

Section 3.03 — No Conflicts The execution, delivery, and performance by the Guarantor of this Guarantee Agreement and the consummation of the transactions contemplated hereby do not and will not: (a) violate or conflict with the certificate of incorporation, bylaws, or other organizational documents of the Guarantor, in each case as in effect on the date hereof; (b) violate or conflict with any applicable law, rule,

Section 3.04 — Ownership of Borrower The Guarantor directly owns 100% of the issued and outstanding membership interests of the Borrower (Ironhaven Data Centers LLC). Such membership interests are free and clear of all liens, claims, encumbrances, and restrictions on transfer (other than (i) those arising under applicable securities laws and (ii) those created pursuant to the Loan Documents, including the Equity Inte

Section 3.05 — Solvency After giving effect to (a) the transactions contemplated by the Credit Agreement, including the funding of the Term Loan in an aggregate principal amount of $950,000,000, (b) the refinancing of $130,000,000 in outstanding mezzanine notes held by Greystone Mezzanine Fund II, LP, (c) the equity contribution of $410,000,000 by Thornfield Infrastructure Fund III, LP (through Thornfield Capital Par

Section 3.06 — Litigation There are no actions, suits, proceedings, arbitrations, investigations, or claims pending or, to the knowledge of the Guarantor, threatened against or affecting the Guarantor before any court, governmental authority, arbitrator, or other tribunal that (a) could reasonably be expected to have a Material Adverse Effect on the Guarantor's ability to perform its obligations under this Guarantee

Section 3.07 — OFAC and Sanctions Compliance (a) Neither the Guarantor nor any of its subsidiaries, nor any director, officer, or, to the knowledge of the Guarantor, employee or agent of the Guarantor or any of its subsidiaries, is a Sanctioned Person (as defined in the Credit Agreement). For the avoidance of doubt, a "Sanctioned Person" includes any Person that is (i) listed on, or owned or controlled by any Person

Section 3.08 — Financial Condition The financial statements heretofore delivered by or on behalf of the Guarantor to the Administrative Agent under the Credit Agreement, including the audited consolidated financial statements for the fiscal year ended December 31, 2023, and the unaudited consolidated financial statements for the fiscal quarter ended March 31, 2024, fairly present in all material respects the consolid

Section 3.09 — Tax Matters The Guarantor has filed, or caused to be filed, all material federal, state, and local tax returns and reports required to be filed by it, and has paid, or caused to be paid, all taxes, assessments, fees, and other governmental charges levied upon it or any of its properties or assets that are due and payable, except for those taxes that are being contested in good faith by appropriate proc

ARTICLE IV — COVENANTS The Guarantor hereby covenants and agrees with the Administrative Agent, for the ratable benefit of the Secured Parties, that from and after the date hereof and until the Termination Date:

Section 4.01 — Compliance with Credit Agreement The Guarantor shall not take, or permit to be taken, any action that would cause a breach of or default under any covenant contained in the Credit Agreement (including the affirmative covenants, negative covenants, and financial covenants set forth therein) or any other Loan Document. Without limiting the generality of the foregoing, the Guarantor shall use commercially

Section 4.02 — Preservation of Corporate Existence The Guarantor shall maintain and preserve (a) its corporate existence under the laws of the State of Delaware and (b) its qualification and good standing in each other jurisdiction where the failure to maintain such qualification could reasonably be expected to have a Material Adverse Effect. The Guarantor shall maintain its status as the direct, sole owner of 100% o

Section 4.03 — Change of Control (a) The Guarantor acknowledges and agrees that the Credit Agreement contains a mandatory prepayment provision requiring the Borrower to prepay the Term Loan in full at a price equal to 101% of the outstanding principal amount thereof, plus all accrued and unpaid interest thereon and all other amounts then payable under the Loan Documents, upon the occurrence of a Change of Control (as

Section 4.04 — Information Covenants The Guarantor shall provide, or shall cause the Borrower to provide, to the Administrative Agent all financial statements, compliance certificates, and other information required to be delivered under the Credit Agreement within the time periods specified therein. Without limiting the foregoing, the Guarantor shall cause to be delivered to the Administrative Agent quarterly compli

Section 4.05 — Maintenance of Collateral The Guarantor shall not take, and shall not permit any of its subsidiaries to take, any action that would impair, diminish, or adversely affect the validity, perfection, priority, or enforceability of the Secured Parties' security interests in any collateral securing the Guaranteed Obligations, including without limitation: (a) the pledge by the Guarantor of 100% of the member

Section 4.06 — Restricted Payments The Guarantor shall comply, and shall cause each of its subsidiaries to comply, with the restricted payments covenant set forth in the Credit Agreement. Without limiting the foregoing, the Guarantor shall not declare, make, or pay any dividend, distribution, or other restricted payment (whether in cash, securities, or other property) to its stockholders or any other Person, except a

Section 5.01 — Events of Default Under Credit Agreement The occurrence and continuance of any Event of Default under the Credit Agreement (as defined therein) shall constitute an event of default under this Guarantee Agreement (each, a "Guarantee Default"). Without limiting the generality of the foregoing, the following shall each constitute a Guarantee Default: (a) the failure by the Borrower or the Co-Borrower to p

Section 5.02 — Remedies Upon Default (a) Upon the occurrence and during the continuance of any Guarantee Default, the Administrative Agent, acting on behalf of and for the ratable benefit of the Secured Parties, may (and upon the direction of the Required Lenders shall) deliver written notice to the Guarantor demanding immediate payment by the Guarantor of all or any part of the Guaranteed Obligations then outstandin

ARTICLE VI — THE ADMINISTRATIVE AGENT

Section 6.01 — Appointment and Authority The Guarantor hereby acknowledges and agrees that Crescent Harbor Bank, N.A., in its capacity as Administrative Agent, acts for the benefit of, and as agent for, the Secured Parties under and in connection with this Guarantee Agreement. The Guarantor agrees to deal exclusively with the Administrative Agent, and not with individual Lenders, regarding all matters arising under o

Section 6.02 — Collateral Agent The Guarantor hereby acknowledges and agrees that Pinnacle Trust Company, N.A., in its capacity as Collateral Agent and Security Trustee (including in its capacity through its London branch for the German-law security package under the parallel-debt structure (Parallelverpflichtung)), acts for the benefit of, and as agent for, the Secured Parties in connection with the holding, adminis

Section 7.01 — Notices All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and shall be delivered personally, by recognized overnight courier service (such as Sundial Data Systems or Tarrant & Co.), or by email (with confirmation of receipt by the intended recipient), and shall be deemed to have been given (a) when delivered personally, (b)

Section 7.02 — Amendments and Waivers No amendment, modification, termination, or waiver of any provision of this Guarantee Agreement, and no consent to any departure by the Guarantor therefrom, shall be effective unless the same shall be in writing and signed by the Guarantor and the Administrative Agent (acting with the consent of the Required Lenders, as defined in the Credit Agreement), and then such amendment, m

Section 7.03 — Successors and Assigns This Guarantee Agreement shall be binding upon and inure to the benefit of the Guarantor and its successors and assigns. This Guarantee Agreement shall inure to the benefit of the Administrative Agent, the Collateral Agent, the Lenders, and their respective successors, transferees, and assigns, including any assignee that acquires an interest in the Term Loan or any Guaranteed Ob

Section 7.04 — Governing Law THIS GUARANTEE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

Section 7.05 — Submission to Jurisdiction; Venue (a) The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (i) the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and (ii) the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceedi