EXECUTED SIGNATURE PAGES COMPILATION

EXECUTED SIGNATURE PAGES COMPILATION
Senior Secured Term Loan B Credit Agreement
$950,000,000
Borrower: Ironhaven Data Centers LLC
Co-Borrower: Ironhaven Frankfurt GmbH
Administrative Agent: Crescent Harbor Bank, N.A.
Collateral Agent: Pinnacle Trust Company, N.A.
Prepared by:
Calderwood & Harkness LLP 125 Broad Street New York, NY 10004
Matter No. 1043-00001
This compilation contains scanned or conformed copies of executed signature pages for all Transaction Documents delivered on the Signing Date (May 15, 2024) and the Closing Date (June 3, 2024). Original executed signature pages are maintained in the closing binder held by Calderwood & Harkness LLP at the address set forth above. This compilation is provided for reference purposes only and does not constitute an original executed counterpart of any document referenced herein. In the event of any discrepancy between the signature pages contained herein and the originals maintained in the closing binder, the originals shall control.
INTRODUCTORY NOTE / COMPILATION CERTIFICATE
This compilation of executed signature pages (this "Compilation") has been prepared by Daniel Obi, Lead Associate, and Lisa Morrow, Working Associate, of Calderwood & Harkness LLP, under the supervision of Stephanie Okafor, Responsible Partner, in connection with the closing of the Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower" or "IHDC"), Ironhaven Frankfurt GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany (the "Co-Borrower" or "IHDC Frankfurt"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor"), Crescent Harbor Bank, N.A. (the "Administrative Agent"), Pinnacle Trust Company, N.A. (the "Collateral Agent"), and the Lenders from time to time party thereto, providing for term loan commitments in the aggregate principal amount of $950,000,000 (CUSIP: 46283LAA5).
Certification. We hereby certify that each signature page included in this Compilation corresponds to a fully executed original document (or, where applicable, an executed counterpart delivered in accordance with the counterpart execution provisions of the applicable Transaction Document) maintained in the closing document binder held by Calderwood & Harkness LLP at its offices at 125 Broad Street, New York, NY 10004. Each signature page has been reviewed against the original for accuracy and completeness.
Note on Conforming. Where originals of any Transaction Document were exchanged via PDF counterpart in accordance with the applicable counterpart execution provisions, the PDF counterpart as received is included in this Compilation. Where wet-ink originals were delivered, a scanned copy of the relevant signature page is included herein. In each case, the designation "PDF Counterpart" or "Scanned Original" appears in the lower right corner of the applicable signature page tab.
Reference to Closing Agenda. Reference is made to the Closing Agenda prepared by Calderwood & Harkness LLP (file name: closing-agenda.docx, Matter No. 1043-00001), which sets forth the complete list of all Transaction Documents, the execution and delivery requirements applicable to each such document, and the responsible party for each closing deliverable. The Closing Agenda is maintained in the closing document binder and is available upon request.
Note Regarding German Notarized Documents. Certain Transaction Documents governed by German law were required to be executed in notarized form before a notary public (Notar) in Frankfurt am Main, Germany. Specifically, the Grundschuldbestellungsurkunde (Document No. 13) and the Anteilsverpfändungsvertrag (Document No. 17) were notarized in accordance with the requirements of German law. The original notarial deeds (Urschriften) are maintained in the files of the acting notary public, and certified copies (Ausfertigungen) are held by Wendt Falkenberg Rechtsanwälte Partnerschaftsgesellschaft mbB, Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany, the German local counsel to the Borrower in connection with the transactions contemplated by the Credit Agreement. Notarial certifications and apostilles are maintained separately by Wendt Falkenberg PartG mbB and are not reproduced in this Compilation. The signature pages reproduced herein for such documents are extracted from the certified copies of the notarized originals.
PART I
DOCUMENTS EXECUTED ON SIGNING DATE — MAY 15, 2024
The signature pages set forth in this Part I were executed and delivered on the Signing Date, May 15, 2024, in connection with the execution of the Credit Agreement and the related Transaction Documents. Unless otherwise noted, each signature page was delivered via PDF counterpart to Calderwood & Harkness LLP in accordance with the instructions set forth in the Closing Agenda.
Document No. 1
CREDIT AGREEMENT.  
Full Title: Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024
Parties:
•  Ironhaven Data Centers LLC, a Delaware limited liability company, as Borrower
•  Ironhaven Frankfurt GmbH, a German limited liability company, as Co-Borrower
•  Ironhaven Holdings Inc., a Delaware corporation, as Parent Guarantor
•  Crescent Harbor Bank, N.A., as Administrative Agent
•  Pinnacle Trust Company, N.A., as Collateral Agent
•  The Lenders party thereto from time to time
Governing Law: State of New York
Aggregate Commitments: $950,000,000
The following executed signature pages are included for the Credit Agreement:
Signature Page of Ironhaven Data Centers LLC (as Borrower)
Signed by Marcus Delaine, Chief Executive Officer, and Rebecca Sung, Chief Financial Officer, each duly authorized to execute and deliver the Credit Agreement on behalf of the Borrower pursuant to the resolutions of the Board of Managers of the Borrower adopted on May 8, 2024.
Signature Page of Ironhaven Frankfurt GmbH (as Co-Borrower)
Signed by Marcus Delaine, Managing Director (Geschäftsführer), and Katarina Bremer, Managing Director (Geschäftsführerin), each duly authorized to execute and deliver the Credit Agreement on behalf of the Co-Borrower. The Co-Borrower is registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main under registration number HRB 129457.
Signature Page of Ironhaven Holdings Inc. (as Parent Guarantor)
Signed by Marcus Delaine, President, and Jonathan Pryce-Williams, Secretary, each duly authorized to execute and deliver the Credit Agreement on behalf of the Parent Guarantor pursuant to the Written Consent of the Board of Directors of the Parent Guarantor dated May 10, 2024.
Signature Page of Crescent Harbor Bank, N.A. (as Administrative Agent and as a Lender)
Signed by Martin Gallagher, Managing Director, Leveraged & Structured Finance, duly authorized to execute and deliver the Credit Agreement on behalf of Crescent Harbor Bank, N.A. in its capacities as Administrative Agent under the Credit Agreement and as a Lender with a commitment in the principal amount of $200,000,000.
Signature Page of Ridgeline National Bank (as a Lender)
Signed by Sarah Dalmqvist, Director, TMT Lending, duly authorized to execute and deliver the Credit Agreement on behalf of Ridgeline National Bank as a Lender with a commitment in the principal amount of $175,000,000.
Signature Page of Marlowe Asset Management Meridian Capital, LLC (as a Lender)
Signed by Robert Jennings, Portfolio Manager, duly authorized to execute and deliver the Credit Agreement on behalf of Marlowe Asset Management Meridian Capital, LLC as a Lender with a commitment in the principal amount of $150,000,000.
Signature Page of Atlas Peak Credit Partners, LP (as a Lender)
Signed by Christine Fahey, Managing Director, duly authorized to execute and deliver the Credit Agreement on behalf of Atlas Peak Credit Partners, LP, by Atlas Peak Credit Management, LLC, its General Partner, as a Lender with a commitment in the principal amount of $125,000,000.
Signature Page of NordBrücke AG (as a Lender)
Signed by Dr. Stefan Kleinhans, Head of Structured & Acquisition Finance, duly authorized to execute and deliver the Credit Agreement on behalf of NordBrücke AG as a Lender with a commitment in the principal amount of $150,000,000.
Signature Page of Pacific Rim Institutional Lending Corp. (as a Lender)
Signed by James Tanaka, Vice President, duly authorized to execute and deliver the Credit Agreement on behalf of Pacific Rim Institutional Lending Corp. as a Lender with a commitment in the principal amount of $75,000,000.
Signature Page of Osprey Insurance Capital, Ltd. (as a Lender)
Signed by Fiona Abernathy, Head of Credit Investments, duly authorized to execute and deliver the Credit Agreement on behalf of Osprey Insurance Capital, Ltd. as a Lender with a commitment in the principal amount of $75,000,000.
Signature Page of Pinnacle Trust Company, N.A. (as Collateral Agent)
Signed by William Hargrove, Senior Vice President, Corporate Trust, duly authorized to execute and deliver the Credit Agreement on behalf of Pinnacle Trust Company, N.A. solely in its capacity as Collateral Agent.
Document No. 2
GUARANTEE AGREEMENT.  
Full Title: Guarantee Agreement, dated as of May 15, 2024
Guarantor: Ironhaven Holdings Inc., a Delaware corporation
In Favor Of: Crescent Harbor Bank, N.A., as Administrative Agent, for the benefit of the Secured Parties
Governing Law: State of New York
This Guarantee Agreement evidences the unconditional guaranty by Ironhaven Holdings Inc. of all Obligations (as defined in the Credit Agreement) of the Borrower and the Co-Borrower arising under or in connection with the Credit Agreement and the other Transaction Documents. The following executed signature pages are included:
Signature Page of Ironhaven Holdings Inc. (as Guarantor)
Signed by Marcus Delaine, President, duly authorized to execute and deliver the Guarantee Agreement on behalf of the Parent Guarantor pursuant to the Written Consent of the Board of Directors of Ironhaven Holdings Inc. dated May 10, 2024.
Signature Page of Crescent Harbor Bank, N.A. (as Administrative Agent)
Signed by Martin Gallagher, Managing Director, Leveraged & Structured Finance, duly authorized to execute and deliver the Guarantee Agreement on behalf of Crescent Harbor Bank, N.A. in its capacity as Administrative Agent for the benefit of the Secured Parties.
Document No. 3
FIRST LIEN / SUPER-SENIOR INTERCREDITOR AGREEMENT
Full Title: First Lien / Super-Senior Intercreditor Agreement, dated as of May 15, 2024
Parties:
•  Ironhaven Data Centers LLC, as Borrower
•  Crescent Harbor Bank, N.A., as Term Loan Administrative Agent and as Revolver Agent
•  Pinnacle Trust Company, N.A., as Collateral Agent
Governing Law: State of New York
This Intercreditor Agreement establishes the relative priorities and enforcement rights as between the holders of Term Loan Obligations and Super-Senior Revolving Credit Obligations with respect to the Shared Collateral and sets forth the terms upon which the Collateral Agent shall hold, administer, and enforce the Shared Collateral for the benefit of the Secured Parties. The following executed signature pages are included:
Signature Page of Ironhaven Data Centers LLC
Signed by Rebecca Sung, Chief Financial Officer, duly authorized to execute and deliver the Intercreditor Agreement on behalf of the Borrower.
Signature Page of Crescent Harbor Bank, N.A. (as Term Loan Administrative Agent)
Signed by Martin Gallagher, Managing Director, Leveraged & Structured Finance, duly authorized to execute and deliver the Intercreditor Agreement on behalf of Crescent Harbor Bank, N.A. in its capacity as Administrative Agent under the Credit Agreement (acting as Term Loan Administrative Agent for purposes of the Intercreditor Agreement).
Signature Page of Crescent Harbor Bank, N.A. (as Revolver Agent)
Signed by Priya Nair, Director, duly authorized to execute and deliver the Intercreditor Agreement on behalf of Crescent Harbor Bank, N.A. in its capacity as Agent under the Revolving Credit Facility Agreement dated as of March 1, 2023 (acting as Revolver Agent for purposes of the Intercreditor Agreement).
Signature Page of Pinnacle Trust Company, N.A. (as Collateral Agent)
Signed by William Hargrove, Senior Vice President, Corporate Trust, duly authorized to execute and deliver the Intercreditor Agreement on behalf of Pinnacle Trust Company, N.A. in its capacity as Collateral Agent.
Document No. 4
US PLEDGE AND SECURITY AGREEMENT
Full Title: Pledge and Security Agreement, dated as of May 15, 2024
Grantors: Ironhaven Data Centers LLC and Ironhaven Holdings Inc.
Secured Party: Pinnacle Trust Company, N.A., as Collateral Agent for the benefit of the Secured Parties
Governing Law: State of New York
This Pledge and Security Agreement grants to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all personal property assets of each of the Grantors, including, without limitation, accounts, chattel paper, commercial tort claims, deposit accounts, equipment, general intangibles, instruments, intellectual property, inventory, investment property, letter-of-credit rights, and proceeds of the foregoing. The following executed signature pages are included:
Signature Page of Ironhaven Data Centers LLC (as a Grantor)
Signed by Jonathan Pryce-Williams, General Counsel & Secretary, duly authorized to execute and deliver the Pledge and Security Agreement on behalf of the Borrower.
Signature Page of Ironhaven Holdings Inc. (as a Grantor)
Signed by Marcus Delaine, President, duly authorized to execute and deliver the Pledge and Security Agreement on behalf of the Parent Guarantor pursuant to the Written Consent of the Board of Directors dated May 10, 2024.
Signature Page of Pinnacle Trust Company, N.A. (as Collateral Agent)
Signed by William Hargrove, Senior Vice President, Corporate Trust, duly authorized to accept the security interest granted pursuant to the Pledge and Security Agreement on behalf of Pinnacle Trust Company, N.A. in its capacity as Collateral Agent.
Document No. 5
EQUITY INTEREST PLEDGE AGREEMENT
Full Title: Equity Interest Pledge Agreement, dated as of May 15, 2024
Pledgors:
(i) Ironhaven Holdings Inc., pledging 100% of the membership interests in Ironhaven Data Centers LLC; and
(ii) Ironhaven Data Centers LLC, pledging 100% of the equity interests (Geschäftsanteile) in Ironhaven Frankfurt GmbH.
Pledgee: Pinnacle Trust Company, N.A., as Collateral Agent for the benefit of the Secured Parties
Governing Law: State of New York (to the extent not governed by applicable German law with respect to the Geschäftsanteile of Ironhaven Frankfurt GmbH)
This Equity Interest Pledge Agreement grants to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in the pledged equity interests described above, together with all distributions, dividends, and other rights and interests related thereto. The following executed signature pages are included:
Signature Page of Ironhaven Holdings Inc. (as a Pledgor)
Signed by Marcus Delaine, President, duly authorized to execute and deliver the Equity Interest Pledge Agreement on behalf of Ironhaven Holdings Inc. in its capacity as pledgor with respect to 100% of the membership interests of Ironhaven Data Centers LLC.
Signature Page of Ironhaven Data Centers LLC (as a Pledgor)
Signed by Jonathan Pryce-Williams, General Counsel & Secretary, duly authorized to execute and deliver the Equity Interest Pledge Agreement on behalf of Ironhaven Data Centers LLC in its capacity as pledgor with respect to 100% of the equity interests of Ironhaven Frankfurt GmbH.
Signature Page of Pinnacle Trust Company, N.A. (as Collateral Agent)
Signed by William Hargrove, Senior Vice President, Corporate Trust, duly authorized to accept the pledge granted pursuant to the Equity Interest Pledge Agreement on behalf of Pinnacle Trust Company, N.A. in its capacity as Collateral Agent.
Document No. 6
DEED OF TRUST (VIRGINIA)
Full Title: Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated as of May 15, 2024
Grantor: Ironhaven Data Centers LLC
Beneficiary: Pinnacle Trust Company, N.A., as Collateral Agent for the benefit of the Secured Parties
Property: Certain real property located in Loudoun County, Virginia, as more particularly described on Exhibit A thereto, identified by Loudoun County Tax Parcel Nos. 087-27-1234 and 087-27-1235, comprising approximately 142 acres (the "Virginia Campus")
Governing Law: Commonwealth of Virginia
Note: This Deed of Trust was executed with notarial acknowledgment for recordation in the land records of Loudoun County, Virginia. The original wet-ink instrument has been submitted for recordation, and a conformed copy bearing the recording stamps will be included in the closing binder upon receipt from the Loudoun County Clerk's Office.
The following executed signature pages are included:
Signature Page of Ironhaven Data Centers LLC (as Grantor)
Signed by Marcus Delaine, Chief Executive Officer, duly authorized to execute and deliver the Deed of Trust on behalf of the Borrower. This signature page includes the notarial acknowledgment of a notary public duly commissioned in the Commonwealth of Virginia, Loudoun County, certifying that Marcus Delaine personally appeared before the notary on May 15, 2024, and acknowledged the execution of the Deed of Trust as the free and voluntary act and deed of Ironhaven Data Centers LLC.
Signature Page of Pinnacle Trust Company, N.A. (as Collateral Agent)
Signed by William Hargrove, Senior Vice President, Corporate Trust, duly authorized to accept the Deed of Trust on behalf of Pinnacle Trust Company, N.A. in its capacity as Collateral Agent.
Document No. 7
ENVIRONMENTAL INDEMNITY AGREEMENT (VIRGINIA CAMPUS)
Full Title: Environmental Indemnity Agreement, dated as of May 15, 2024
Indemnitor: Ironhaven Data Centers LLC
Indemnitee: Pinnacle Trust Company, N.A., as Collateral Agent for the benefit of the Secured Parties
Governing Law: Commonwealth of Virginia
This Environmental Indemnity Agreement provides for the indemnification of the Collateral Agent and the Secured Parties against any and all losses, liabilities, claims, damages, penalties, fines, costs, and expenses arising out of or relating to the presence, release, or threatened release of Hazardous Materials at, on, under, or from the Virginia Campus. The following executed signature pages are included:
Signature Page of Ironhaven Data Centers LLC (as Indemnitor)
Signed by Marcus Delaine, Chief Executive Officer, duly authorized to execute and deliver the Environmental Indemnity Agreement on behalf of the Borrower.
Signature Page of Pinnacle Trust Company, N.A. (as Collateral Agent)
Signed by William Hargrove, Senior Vice President, Corporate Trust, duly authorized to accept the Environmental Indemnity Agreement on behalf of Pinnacle Trust Company, N.A. in its capacity as Collateral Agent.
Document No. 8
INTELLECTUAL PROPERTY SECURITY AGREEMENT
Full Title: intellectual Property Security Agreement, dated as of May 15, 2024
Grantor: Ironhaven Data Centers LLC
Secured Party: Pinnacle Trust Company, N.A., as Collateral Agent for the benefit of the Secured Parties
Governing Law: State of New York
This intellectual Property Security Agreement grants to the Collateral Agent a first-priority security interest in all intellectual property of the Grantor, including but not limited to all registered and unregistered trademarks, service marks, patents, patent applications, copyrights, copyright registrations, domain names, trade secrets, and licenses, together with all goodwill associated therewith. The following executed signature pages are included:
Signature Page of Ironhaven Data Centers LLC (as Grantor)
Signed by Jonathan Pryce-Williams, General Counsel & Secretary, duly authorized to execute and deliver the intellectual Property Security Agreement on behalf of the Borrower.
Signature Page of Pinnacle Trust Company, N.A. (as Collateral Agent)
Signed by William Hargrove, Senior Vice President, Corporate Trust, duly authorized to accept the security interest granted pursuant to the intellectual Property Security Agreement on behalf of Pinnacle Trust Company, N.A. in its capacity as Collateral Agent.
Document No. 9
COLLATERAL AGENT APPOINTMENT AGREEMENT
Full Title: Collateral Agent Appointment Agreement, dated as of May 15, 2024
Appointing Party: Crescent Harbor Bank, N.A., as Administrative Agent, on behalf of the Secured Parties
Appointed Agent: Pinnacle Trust Company, N.A.
Governing Law: State of New York
Annual Fees:
•  Domestic Collateral Agent Fee: $125,000 per annum
•  German Security Trustee Fee: $75,000 per annum
•  Total Annual Fee: $200,000 per annum
This Collateral Agent Appointment Agreement sets forth the terms upon which Pinnacle Trust Company, N.A. is appointed as Collateral Agent to hold, administer, and enforce the Collateral on behalf of the Secured Parties, including the appointment of Pinnacle Trust Company, N.A. (through its London branch) as Security Trustee (Sicherheitentreuhänder) under the German security documents. The following executed signature pages are included:
Signature Page of Crescent Harbor Bank, N.A. (as Administrative Agent)
Signed by Martin Gallagher, Managing Director, Leveraged & Structured Finance, duly authorized to execute and deliver the Collateral Agent Appointment Agreement on behalf of Crescent Harbor Bank, N.A. in its capacity as Administrative Agent, acting on behalf of the Secured Parties.
Signature Page of Pinnacle Trust Company, N.A. (as Collateral Agent)
Signed by William Hargrove, Senior Vice President, Corporate Trust, duly authorized to accept the appointment as Collateral Agent and Security Trustee on behalf of Pinnacle Trust Company, N.A.
Signature Page of Ironhaven Data Centers LLC (Acknowledgment and Agreement)
Signed by Rebecca Sung, Chief Financial Officer, on behalf of Ironhaven Data Centers LLC, acknowledging the appointment of the Collateral Agent and agreeing to the indemnification obligations of the Borrower set forth in the Collateral Agent Appointment Agreement.
Document No. 10
DEPOSIT ACCOUNT CONTROL AGREEMENTS (DACAs)
Full Title: Deposit Account Control Agreements, dated as of May 15, 2024
Accounts: Deposit accounts maintained by Ironhaven Data Centers LLC at Crescent Harbor Bank, N.A.
Parties:
•  Ironhaven Data Centers LLC, as Account Holder
•  Crescent Harbor Bank, N.A., as Depository Bank
•  Pinnacle Trust Company, N.A., as Collateral Agent
Governing Law: State of New York
These Deposit Account Control Agreements establish the Collateral Agent's control over the deposit accounts maintained by the Borrower at Crescent Harbor Bank, N.A. as required for the perfection of the security interest granted in such deposit accounts under the Pledge and Security Agreement and Article 9 of the Uniform Commercial Code. The following executed signature pages are included:
Signature Page of Ironhaven Data Centers LLC (as Account Holder)
Signed by Natasha Greenfeld, Vice President, Treasury & Capital Markets, duly authorized to execute and deliver the Deposit Account Control Agreements on behalf of the Borrower.
Signature Page of Crescent Harbor Bank, N.A. (as Depository Bank)
Signed by Thomas Beckett, Vice President, Loan Operations & Agency Services, duly authorized to execute and deliver the Deposit Account Control Agreements on behalf of Crescent Harbor Bank, N.A. in its capacity as Depository Bank.
Signature Page of Pinnacle Trust Company, N.A. (as Collateral Agent)
Signed by William Hargrove, Senior Vice President, Corporate Trust, duly authorized to execute and deliver the Deposit Account Control Agreements on behalf of Pinnacle Trust Company, N.A. in its capacity as Collateral Agent.
Document No. 11
PROMISSORY NOTES (MASTER FORM WITH SCHEDULE)
Full Title: Promissory Notes, dated as of May 15, 2024
Individual promissory notes were executed by the Borrower in favor of each Lender, evidencing the Borrower's obligation to repay the term loan advances made by each such Lender under the Credit Agreement. The notes were issued in the following principal amounts:
Each promissory note was executed in the form attached as Exhibit D to the Credit Agreement, with the applicable principal amount and Lender name completed on the face thereof.
Signature Pages of Ironhaven Data Centers LLC (as Borrower)
Each note signed by Marcus Delaine, Chief Executive Officer, duly authorized to execute and deliver the promissory notes on behalf of the Borrower. Seven individual signature pages are included, one for each Lender note.
Signature Pages of Ironhaven Frankfurt GmbH (as Co-Borrower, for notes allocated to the EUR Sub-Tranche)
For those promissory notes allocated in whole or in part to the EUR Sub-Tranche, each such note was additionally signed by Marcus Delaine and Katarina Bremer, Managing Directors of Ironhaven Frankfurt GmbH, reflecting the Co-Borrower's joint and several obligation with respect to the EUR Sub-Tranche advances.
Document No. 12
GERMAN PARALLEL DEBT AND SECURITY TRUST AGREEMENT (*SICHERHEITENTREUHANDVERTRAG*)
Full Title: Parallel Debt Undertaking and Security Trust Agreement (Parallelverpflichtung und Sicherheitentreuhandvertrag), dated as of May 15, 2024
Parties:
•  Ironhaven Frankfurt GmbH, as Debtor
•  Pinnacle Trust Company, N.A. (through its London branch), as Security Trustee (Sicherheitentreuhänder)
•  Crescent Harbor Bank, N.A., as Administrative Agent, on behalf of the Lenders
Governing Law: Laws of the Federal Republic of Germany
This Parallel Debt and Security Trust Agreement establishes the parallel debt structure (Parallelverpflichtung) necessary under German law to enable Pinnacle Trust Company, N.A. (London branch) to hold the German security interests as Security Trustee on behalf of and for the benefit of the Secured Parties. The following executed signature pages are included:
Signature Page of Ironhaven Frankfurt GmbH
Signed by Marcus Delaine and Katarina Bremer, each in their capacity as Managing Director (Geschäftsführer/Geschäftsführerin) of Ironhaven Frankfurt GmbH, duly authorized to execute and deliver the Parallel Debt and Security Trust Agreement on behalf of the Co-Borrower.
Signature Page of Pinnacle Trust Company, N.A. (London branch, as Security Trustee)
Signed by William Hargrove, Senior Vice President, Corporate Trust, duly authorized to execute and deliver the Parallel Debt and Security Trust Agreement on behalf of Pinnacle Trust Company, N.A. acting through its London branch in its capacity as Security Trustee.
Signature Page of Crescent Harbor Bank, N.A. (as Administrative Agent)
Signed by Martin Gallagher, Managing Director, Leveraged & Structured Finance, duly authorized to execute and deliver the Parallel Debt and Security Trust Agreement on behalf of Crescent Harbor Bank, N.A. in its capacity as Administrative Agent acting on behalf of the Lenders.
Document No. 13
GERMAN LAND CHARGE AGREEMENT (*GRUNDSCHULDBESTELLUNGSURKUNDE*)
Full Title: Notarized Grundschuld (Grundschuldbestellungsurkunde), dated May 15, 2024
Property: Frankfurt campus parcel — Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, comprising approximately 18.7 hectares, located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany (the "Frankfurt Campus")
Notary: Executed before a notary public (Notar) in Frankfurt am Main, Germany
Governing Law: Laws of the Federal Republic of Germany
Note: This instrument constitutes a notarial deed (notarielle Urkunde). The original notarial deed (Urschrift) is maintained in the files of the acting notary public. A certified copy (Ausfertigung) is held by Wendt Falkenberg Rechtsanwälte PartG mbB pending registration with the land registry (Grundbuchamt) of the Amtsgericht Frankfurt am Main. Registration of the Grundschuld is a post-closing item expected to be completed by August 2024, as set forth in the Post-Closing Letter dated June 10, 2024. A scanned copy of the signature page from the certified copy of the notarial deed is included in this Compilation.
The following executed signature pages are included:
Signature Page of Ironhaven Frankfurt GmbH
Signed by Marcus Delaine and Katarina Bremer, each in their capacity as Managing Director of Ironhaven Frankfurt GmbH, duly authorized to execute the notarial deed establishing the Grundschuld over the Frankfurt Campus.
Signature Page of Pinnacle Trust Company, N.A. (London branch, as Security Trustee)
Signed by William Hargrove, Senior Vice President, Corporate Trust, acting under a duly granted and notarially certified power of attorney (notariell beglaubigte Vollmacht), on behalf of Pinnacle Trust Company, N.A. (London branch) in its capacity as Security Trustee and beneficiary of the Grundschuld.
Notarial Attestation and Seal
The notarial attestation, including the notary's official seal (Dienstsiegel) and signature, certifying the identities of the signatories and the due execution of the Grundschuldbestellungsurkunde in accordance with the requirements of German notarial law (Beurkundungsgesetz), is reproduced herein as part of the signature page compilation.
Document No. 14
GERMAN GLOBAL ASSIGNMENT OF RECEIVABLES (*GLOBALZESSION*)
Full Title: Global Assignment of Receivables Agreement (Globalzessionsvertrag), dated as of May 15, 2024
Assignor: Ironhaven Frankfurt GmbH
Assignee: Pinnacle Trust Company, N.A. (London branch, as Security Trustee)
Governing Law: Laws of the Federal Republic of Germany
This Global Assignment of Receivables Agreement provides for the assignment by way of security of all present and future receivables of Ironhaven Frankfurt GmbH to the Security Trustee. The following executed signature pages are included:
Signature Page of Ironhaven Frankfurt GmbH
Signed by Marcus Delaine and Katarina Bremer, each in their capacity as Managing Director of Ironhaven Frankfurt GmbH, duly authorized to execute and deliver the Global Assignment of Receivables Agreement on behalf of the Co-Borrower.
Signature Page of Pinnacle Trust Company, N.A. (as Security Trustee)
Signed by William Hargrove, Senior Vice President, Corporate Trust, duly authorized to accept the assignment of receivables on behalf of Pinnacle Trust Company, N.A. (London branch) in its capacity as Security Trustee.
Document No. 15
GERMAN ACCOUNT PLEDGE AGREEMENT (*KONTOVERPFÄNDUNG*)
Full Title: Account Pledge Agreement (Kontoverpfändungsvertrag), dated as of May 15, 2024
Pledgor: Ironhaven Frankfurt GmbH
Pledgee: Pinnacle Trust Company, N.A. (London branch, as Security Trustee)
Accounts: Bank accounts maintained by Ironhaven Frankfurt GmbH at NordBrücke AG
Governing Law: Laws of the Federal Republic of Germany
This Account Pledge Agreement creates a pledge (Pfandrecht) over all present and future bank accounts maintained by Ironhaven Frankfurt GmbH at NordBrücke AG in favor of the Security Trustee, including all credit balances standing to the credit of such accounts from time to time. The following executed signature pages are included:
Signature Page of Ironhaven Frankfurt GmbH (as Pledgor)
Signed by Marcus Delaine and Katarina Bremer, each in their capacity as Managing Director of Ironhaven Frankfurt GmbH, duly authorized to execute and deliver the Account Pledge Agreement on behalf of the Co-Borrower.
Signature Page of Pinnacle Trust Company, N.A. (as Security Trustee)
Signed by William Hargrove, Senior Vice President, Corporate Trust, duly authorized to accept the pledge on behalf of Pinnacle Trust Company, N.A. (London branch) in its capacity as Security Trustee.
Signature Page of NordBrücke AG (as Account Bank, consenting to pledge)
Signed by Dr. Stefan Kleinhans, Head of Structured & Acquisition Finance, duly authorized to deliver the consent of NordBrücke AG, as Account Bank, to the pledge of the bank accounts maintained by the Co-Borrower and to acknowledge receipt of notification of the pledge in accordance with Section 1280 of the German Civil Code (Bürgerliches Gesetzbuch).
Document No. 16
GERMAN SECURITY TRANSFER OF MOVABLE ASSETS (*SICHERUNGSÜBEREIGNUNGSVERTRAG*)
Full Title: Security Transfer Agreement over Movable Assets (Sicherungsübereignungsvertrag), dated as of May 15, 2024
Transferor: Ironhaven Frankfurt GmbH
Transferee: Pinnacle Trust Company, N.A. (London branch, as Security Trustee)
Governing Law: Laws of the Federal Republic of Germany
This Security Transfer Agreement effects the transfer by way of security (Sicherungsübereignung) of all movable assets owned by Ironhaven Frankfurt GmbH and located at the Frankfurt Campus, including but not limited to server hardware, cooling equipment, power distribution units, uninterruptible power supplies, generators, networking equipment, and other data center infrastructure equipment. The following executed signature pages are included:
Signature Page of Ironhaven Frankfurt GmbH (as Transferor)
Signed by Marcus Delaine and Katarina Bremer, each in their capacity as Managing Director of Ironhaven Frankfurt GmbH, duly authorized to execute and deliver the Security Transfer Agreement on behalf of the Co-Borrower.
Signature Page of Pinnacle Trust Company, N.A. (as Security Trustee)
Signed by William Hargrove, Senior Vice President, Corporate Trust, duly authorized to accept the security transfer on behalf of Pinnacle Trust Company, N.A. (London branch) in its capacity as Security Trustee.
Document No. 17
GERMAN SHARE PLEDGE AGREEMENT (*ANTEILSVERPFÄNDUNGSVERTRAG*)
Full Title: Notarized Share Pledge Agreement (Anteilsverpfändungsvertrag), dated May 15, 2024
Pledgor: Ironhaven Data Centers LLC, as sole quotaholder (Alleingesellschafter) of Ironhaven Frankfurt GmbH (HRB 129457, Amtsgericht Frankfurt am Main)
Pledgee: Pinnacle Trust Company, N.A. (London branch, as Security Trustee)
Notary: Executed before a notary public (Notar) in Frankfurt am Main, Germany
Governing Law: Laws of the Federal Republic of Germany
This notarized Share Pledge Agreement creates a first-ranking pledge (erstrangiges Pfandrecht) over all of the quotas (Geschäftsanteile) held by Ironhaven Data Centers LLC in Ironhaven Frankfurt GmbH, representing 100% of the registered share capital (Stammkapital) of Ironhaven Frankfurt GmbH. As required under Section 15(3) of the German Limited Liability Companies Act (GmbHG), the pledge was executed in notarized form. The following executed signature pages are included:
Signature Page of Ironhaven Data Centers LLC (as Pledgor)
Signed by Jonathan Pryce-Williams, General Counsel & Secretary, acting under a duly granted and notarially certified power of attorney (notariell beglaubigte Vollmacht) authorizing him to execute the notarial deed on behalf of Ironhaven Data Centers LLC as sole quotaholder of Ironhaven Frankfurt GmbH.
Signature Page of Pinnacle Trust Company, N.A. (as Security Trustee)
Signed by William Hargrove, Senior Vice President, Corporate Trust, acting under a duly granted and notarially certified power of attorney, on behalf of Pinnacle Trust Company, N.A. (London branch) in its capacity as Security Trustee and pledgee.
Signature Page of Ironhaven Frankfurt GmbH (as consenting party)
Signed by Katarina Bremer, Managing Director, on behalf of Ironhaven Frankfurt GmbH, consenting to the pledge of its quotas and acknowledging the rights of the pledgee in accordance with the terms of the Share Pledge Agreement.
Notarial Attestation and Seal
The notarial attestation, including the notary's official seal (Dienstsiegel) and signature, certifying the identities of the signatories (and the powers of attorney under which they acted) and the due execution of the Anteilsverpfändungsvertrag in accordance with the requirements of the Beurkundungsgesetz and Section 15(3) GmbHG, is reproduced herein as part of the signature page compilation.
Document No. 18
GERMAN SECURITY PURPOSE AGREEMENT (*SICHERUNGSZWECKERKLÄRUNG*)
Full Title: Security Purpose Declaration (Sicherungszweckerklärung), dated as of May 15, 2024
Parties:
•  Ironhaven Frankfurt GmbH
•  Ironhaven Data Centers LLC
•  Pinnacle Trust Company, N.A. (London branch, as Security Trustee)
Governing Law: Laws of the Federal Republic of Germany
This Security Purpose Declaration defines the secured obligations (gesicherte Verbindlichkeiten) and the security purpose (Sicherungszweck) for all German security documents, including the Grundschuld, the Global Assignment of Receivables, the Account Pledge, the Security Transfer of Movable Assets, and the Share Pledge. The following executed signature pages are included:
Signature Page of Ironhaven Frankfurt GmbH
Signed by Marcus Delaine and Katarina Bremer, each in their capacity as Managing Director of Ironhaven Frankfurt GmbH, duly authorized to execute and deliver the Security Purpose Declaration on behalf of the Co-Borrower.
Signature Page of Ironhaven Data Centers LLC
Signed by Jonathan Pryce-Williams, General Counsel & Secretary, duly authorized to execute and deliver the Security Purpose Declaration on behalf of the Borrower.
Signature Page of Pinnacle Trust Company, N.A. (as Security Trustee)
Signed by William Hargrove, Senior Vice President, Corporate Trust, duly authorized to execute and deliver the Security Purpose Declaration on behalf of Pinnacle Trust Company, N.A. (London branch) in its capacity as Security Trustee.
Document No. 19
LENDER SANCTIONS REPRESENTATIONS SIDE LETTER — OSPREY INSURANCE CAPITAL, LTD.
Full Title: Sanctions Representations and Indemnity Side Letter, dated as of May 15, 2024
Parties:
•  Osprey Insurance Capital, Ltd.
•  Ironhaven Data Centers LLC
•  Acknowledged by: Crescent Harbor Bank, N.A., as Administrative Agent
Governing Law: State of New York
This Side Letter was entered into in connection with Osprey Insurance Capital, Ltd.'s $75,000,000 commitment under the Credit Agreement. The Side Letter contains additional representations, warranties, and indemnification provisions addressing compliance with sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the European Union, and the United Kingdom's Office of Financial Sanctions Implementation (OFSI), as applicable to Osprey Insurance Capital, Ltd. as an entity organized under the laws of Bermuda. The following executed signature pages are included:
Signature Page of Osprey Insurance Capital, Ltd.
Signed by Fiona Abernathy, Head of Credit Investments, duly authorized to execute and deliver the Sanctions Side Letter on behalf of Osprey Insurance Capital, Ltd.
Signature Page of Ironhaven Data Centers LLC
Signed by Jonathan Pryce-Williams, General Counsel & Secretary, duly authorized to execute and deliver the Sanctions Side Letter on behalf of the Borrower.
Signature Page of Crescent Harbor Bank, N.A. (Acknowledged)
Signed by Priya Nair, Director, on behalf of Crescent Harbor Bank, N.A., acknowledging the terms of the Sanctions Side Letter in its capacity as Administrative Agent.
PART II
DOCUMENTS EXECUTED ON OR BEFORE CLOSING DATE — JUNE 3, 2024
The signature pages set forth in this Part II were executed and delivered on or before the Closing Date, June 3, 2024, as conditions precedent to the initial borrowing under the Credit Agreement or as ancillary closing deliverables. Unless otherwise noted, each signature page was delivered via PDF counterpart to Calderwood & Harkness LLP in accordance with the instructions set forth in the Closing Agenda.
Document No. 20
OFFICER'S CLOSING CERTIFICATE — IHDC
Full Title: Officer's Closing Certificate, dated June 3, 2024
Certifying Party: Ironhaven Data Centers LLC
This Officer's Closing Certificate was delivered by the Borrower on the Closing Date pursuant to Section 5.01(c) of the Credit Agreement. The certificate certifies that: (i) all representations and warranties of the Borrower and the Co-Borrower set forth in the Credit Agreement and the other Transaction Documents are true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) as of the Closing Date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct as of such earlier date); (ii) no Default or Event of Default has occurred and is continuing or would result from the initial borrowing; and (iii) all conditions precedent set forth in Article V of the Credit Agreement to the initial borrowing have been satisfied or waived. The following executed signature page is included:
Signature Page of Ironhaven Data Centers LLC
Signed by Marcus Delaine, Chief Executive Officer, in his capacity as an authorized officer of the Borrower, certifying as to the matters set forth in the Officer's Closing Certificate.
Document No. 21
SOLVENCY CERTIFICATE — CFO
Full Title: Solvency Certificate, dated June 3, 2024
Certifying Officer: Rebecca Sung, Chief Financial Officer of Ironhaven Data Centers LLC
This Solvency Certificate was delivered on the Closing Date pursuant to Section 5.01(d) of the Credit Agreement. The certificate certifies that, after giving effect to the transactions contemplated by the Credit Agreement, including the initial borrowing of $950,000,000, the application of the proceeds thereof (including the payoff of the existing indebtedness owed to Greystone Mezzanine Fund II, LP), and the payment of all fees, costs, and expenses in connection therewith, Ironhaven Data Centers LLC and its subsidiaries, on a consolidated basis: (i) are solvent; (ii) have fair value of assets in excess of total liabilities (including contingent, subordinated, and unliquidated liabilities); (iii) are able to pay their debts as such debts mature; and (iv) do not have unreasonably small capital with which to conduct their businesses. The following executed signature page is included:
Signature Page of Ironhaven Data Centers LLC
Signed by Rebecca Sung, Chief Financial Officer, in her capacity as the chief financial officer of the Borrower, certifying as to the solvency of the Borrower and its subsidiaries on a consolidated basis.
Document No. 22
SECRETARY'S / OFFICER'S CERTIFICATE — IHDC
Full Title: Secretary's Certificate, dated May 15, 2024 (brought down as of June 3, 2024)
Certifying Officer: Jonathan Pryce-Williams, General Counsel & Secretary of Ironhaven Data Centers LLC
This Secretary's Certificate was originally delivered on the Signing Date and was brought down to the Closing Date in accordance with the requirements of Section 5.01(e) of the Credit Agreement. The certificate attests to: (i) the organizational documents of Ironhaven Data Centers LLC (attaching true, correct, and complete copies of the Certificate of Formation and the Amended and Restated Limited Liability Company Agreement); (ii) the incumbency and specimen signatures of each authorized officer of the Borrower executing the Transaction Documents; and (iii) the resolutions of the Board of Managers (or equivalent governing body) of Ironhaven Data Centers LLC authorizing the execution, delivery, and performance of the Credit Agreement and all related Transaction Documents, including the borrowing of up to $950,000,000 in aggregate principal amount under the Term Loan B facility. The following executed signature page is included:
Signature Page of Ironhaven Data Centers LLC
Signed by Jonathan Pryce-Williams, General Counsel & Secretary, in his capacity as the Secretary of the Borrower, certifying as to the matters set forth in the Secretary's Certificate and attesting to the incumbency and authority of the authorized officers of the Borrower.
Document No. 23
BOARD RESOLUTIONS — IRONHAVEN HOLDINGS INC.
Full Title: Written Consent of the Board of Directors of Ironhaven Holdings Inc.
This Written Consent sets forth the resolutions adopted by the Board of Directors of Ironhaven Holdings Inc. authorizing: (i) the execution, delivery, and performance of the Guarantee Agreement; (ii) the execution, delivery, and performance of the Equity Interest Pledge Agreement (to the extent applicable to Ironhaven Holdings Inc. as pledgor); (iii) the execution, delivery, and performance of the Pledge and Security Agreement; (iv) the execution, delivery, and performance of the Credit Agreement (to the extent applicable to Ironhaven Holdings Inc. as Parent Guarantor); and (v) the taking of all actions necessary or desirable in connection with the foregoing, including the designation of authorized officers to execute and deliver the Transaction Documents on behalf of Ironhaven Holdings Inc. The following executed signature pages are included:
Signature Pages of the Board of Directors of Ironhaven Holdings Inc.
The Written Consent was signed by each member of the Board of Directors of Ironhaven Holdings Inc. as set forth on the consent, constituting all of the members of the Board of Directors and evidencing the unanimous written consent of the Board in lieu of a meeting in accordance with Section 141(f) of the Delaware General Corporation Law.
Secretary's Certification
Signed by Jonathan Pryce-Williams, Secretary of Ironhaven Holdings Inc., certifying that the attached Written Consent constitutes the valid and subsisting action of the Board of Directors and has not been amended, modified, or rescinded.
Document No. 24
SHAREHOLDER RESOLUTIONS — IHDC FRANKFURT GmbH
Full Title: Shareholder Resolution of Ironhaven Data Centers LLC (as sole quotaholder of Ironhaven Frankfurt GmbH)
This Shareholder Resolution sets forth the resolutions adopted by Ironhaven Data Centers LLC, acting in its capacity as the sole quotaholder (Alleingesellschafter) of Ironhaven Frankfurt GmbH, authorizing: (i) the entry by Ironhaven Frankfurt GmbH into the Credit Agreement as Co-Borrower; (ii) the execution, delivery, and performance by Ironhaven Frankfurt GmbH of the German Parallel Debt and Security Trust Agreement, the Grundschuldbestellungsurkunde, the Global Assignment of Receivables, the Account Pledge Agreement, the Security Transfer Agreement, the Security Purpose Declaration, and all other German security documents contemplated by the Credit Agreement; and (iii) the taking of all actions necessary or desirable in connection with the foregoing. The following executed signature page is included:
Signature Page of Ironhaven Data Centers LLC (as sole quotaholder)
Signed by Marcus Delaine, Chief Executive Officer, on behalf of Ironhaven Data Centers LLC in its capacity as sole quotaholder of Ironhaven Frankfurt GmbH, evidencing the adoption of the shareholder resolutions.
Document No. 25
BORROWING REQUEST.  
Full Title: Borrowing Request, dated June 3, 2024
This Borrowing Request was delivered on the Closing Date pursuant to Section 2.03 of the Credit Agreement, requesting the initial borrowing under the Term Loan B facility in the full committed amount of $950,000,000. The borrowing was structured as follows:
The Borrowing Request specifies the initial Interest Period, the funding instructions for each Tranche, and confirms that all conditions precedent to the initial borrowing have been satisfied. The following executed signature pages are included:
Signature Page of Ironhaven Data Centers LLC (for USD Tranche and overall request)
Signed by Natasha Greenfeld, Vice President, Treasury & Capital Markets, duly authorized to submit the Borrowing Request on behalf of the Borrower.
Signature Page of Ironhaven Frankfurt GmbH (for EUR Sub-Tranche)
Signed by Katarina Bremer, Managing Director, duly authorized to submit the Borrowing Request on behalf of the Co-Borrower with respect to the EUR Sub-Tranche.
Document No. 26
BENEFICIAL OWNERSHIP CERTIFICATION — IHDC (FinCEN CDD RULE)
Full Title: Certification Regarding Beneficial Owners, executed on or before June 3, 2024
This Beneficial Ownership Certification was delivered pursuant to the requirements of 31 C.F.R. § 1010.230 (the FinCEN Customer Due Diligence Rule) and Section 5.01(j) of the Credit Agreement, identifying the beneficial owners of Ironhaven Data Centers LLC. The following executed signature page is included:
Signature Page of Ironhaven Data Centers LLC
Signed by Jonathan Pryce-Williams, General Counsel & Secretary, certifying as to the identity of the beneficial owners of the Borrower in accordance with the FinCEN CDD Rule.
Document No. 27
LENDER KYC / OFAC COMPLIANCE CERTIFICATES
Full Title: Lender Sanctions and Anti-Money Laundering Compliance Certificates
Individual certificates were executed by each Lender prior to the funding on the Closing Date, confirming each Lender's compliance with: (i) all applicable sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the European Union, the United Nations Security Council, and the United Kingdom's Office of Financial Sanctions Implementation (OFSI); (ii) all applicable anti-money laundering laws, including the USA PATRIOT Act (Title III of Pub. L. 107-56); and (iii) all other applicable sanctions regimes. The following executed signature pages are included:
Crescent Harbor Bank, N.A.
Signed by Martin Gallagher, Managing Director, Leveraged & Structured Finance.
Ridgeline National Bank
Signed by Sarah Dalmqvist, Director, TMT Lending.
Marlowe Asset Management Meridian Capital, LLC
Signed by Robert Jennings, Portfolio Manager.
Atlas Peak Credit Partners, LP
Signed by Christine Fahey, Managing Director.
NordBrücke AG
Signed by Dr. Stefan Kleinhans, Head of Structured & Acquisition Finance.
Pacific Rim Institutional Lending Corp.
Signed by James Tanaka, Vice President.
Osprey Insurance Capital, Ltd.
Signed by Fiona Abernathy, Head of Credit Investments.
Document No. 28
ESCROW AGREEMENT — VIRGINIA CAMPUS CONSTRUCTION
Full Title: Escrow Agreement (Virginia Campus), dated June 3, 2024
Escrow Amount: $475,000,000
Parties:
•  Ironhaven Data Centers LLC, as Borrower
•  Crescent Harbor Bank, N.A., as Administrative Agent
•  Pinnacle Trust Company, N.A., as Escrow Agent
Governing Law: State of New York
This Escrow Agreement provides for the establishment of an escrow account into which a portion of the proceeds of the initial borrowing under the USD Tranche, in the amount of $475,000,000, shall be deposited and held by the Escrow Agent pending satisfaction of the conditions for the disbursement of such funds for the construction and development of the Virginia Campus data center facility in Loudoun County, Virginia. The following executed signature pages are included:
Signature Page of Ironhaven Data Centers LLC
Signed by Rebecca Sung, Chief Financial Officer, duly authorized to execute and deliver the Escrow Agreement (Virginia Campus) on behalf of the Borrower.
Signature Page of Crescent Harbor Bank, N.A. (as Administrative Agent)
Signed by Thomas Beckett, Vice President, Loan Operations & Agency Services, duly authorized to execute and deliver the Escrow Agreement (Virginia Campus) on behalf of Crescent Harbor Bank, N.A. in its capacity as Administrative Agent.
Signature Page of Pinnacle Trust Company, N.A. (as Escrow Agent)
Signed by William Hargrove, Senior Vice President, Corporate Trust, duly authorized to execute and deliver the Escrow Agreement (Virginia Campus) on behalf of Pinnacle Trust Company, N.A. in its capacity as Escrow Agent.
Document No. 29
ESCROW AGREEMENT — FRANKFURT CAMPUS CONSTRUCTION
Full Title: Escrow Agreement (Frankfurt Campus), dated June 3, 2024
Escrow Amount: €253,571,429
Parties:
•  Ironhaven Frankfurt GmbH, as Co-Borrower
•  Crescent Harbor Bank, N.A., as Administrative Agent
•  NordBrücke AG, as Frankfurt Escrow Bank
Governing Law: Laws of the Federal Republic of Germany
This Escrow Agreement provides for the establishment of an escrow account at NordBrücke AG into which the proceeds of the initial borrowing under the EUR Sub-Tranche, in the amount of €253,571,429, shall be deposited and held by the Frankfurt Escrow Bank pending satisfaction of the conditions for the disbursement of such funds for the construction and development of the Frankfurt Campus data center facility. The following executed signature pages are included:
Signature Page of Ironhaven Frankfurt GmbH
Signed by Katarina Bremer, Managing Director, duly authorized to execute and deliver the Escrow Agreement (Frankfurt Campus) on behalf of the Co-Borrower.
Signature Page of Crescent Harbor Bank, N.A. (as Administrative Agent)
Signed by Thomas Beckett, Vice President, Loan Operations & Agency Services, duly authorized to execute and deliver the Escrow Agreement (Frankfurt Campus) on behalf of Crescent Harbor Bank, N.A. in its capacity as Administrative Agent.
Signature Page of NordBrücke AG (as Frankfurt Escrow Bank)
Signed by Dr. Stefan Kleinhans, Head of Structured & Acquisition Finance, duly authorized to execute and deliver the Escrow Agreement (Frankfurt Campus) on behalf of NordBrücke AG in its capacity as Frankfurt Escrow Bank.
Document No. 30
PAYOFF LETTER — GREYSTONE MEZZANINE FUND II, LP
Full Title: Payoff Letter and Lien Release Authorization, dated June 3, 2024
Payoff Amount: $132,708,333.33
•  Outstanding Principal: $130,000,000
•  Accrued PIK Interest (at 12.50% per annum): $2,708,333.33
•  Total Payoff Amount: $132,708,333.33
Mezzanine Note CUSIP: 39817MAB3
This Payoff Letter was delivered by Greystone Mezzanine Fund II, LP in connection with the payoff and discharge in full of all outstanding indebtedness of Ironhaven Data Centers LLC under the Mezzanine Note Purchase Agreement dated as of September 15, 2022, among Ironhaven Data Centers LLC and Greystone Mezzanine Fund II, LP. The Payoff Letter confirms the aggregate amount required to pay in full all obligations under the mezzanine facility, provides wire transfer instructions for the payoff, and authorizes the filing of UCC-3 termination statements and the release of all liens securing the mezzanine indebtedness upon receipt of the payoff amount. The following executed signature page is included:
Signature Page of Greystone Mezzanine Fund II, LP
Signed by an authorized signatory of Greystone Mezzanine Fund II, LP, as set forth on the payoff letter, duly authorized to execute and deliver the Payoff Letter and Lien Release Authorization on behalf of Greystone Mezzanine Fund II, LP.
Document No. 31
UCC-3 TERMINATION STATEMENT / LIEN RELEASE — GREYSTONE MEZZANINE FUND II, LP
Full Title: UCC-3 Termination Statement and Full Release of Liens
Filed With: Delaware Secretary of State
This UCC-3 Financing Statement Amendment (Termination) terminates the UCC-1 Financing Statement previously filed by Greystone Mezzanine Fund II, LP against Ironhaven Data Centers LLC with the Delaware Secretary of State in connection with the mezzanine facility. The termination is effective upon receipt of the payoff amount as set forth in the Payoff Letter (Document No. 30). The following executed signature page is included:
Signature Page of Greystone Mezzanine Fund II, LP
Signed by an authorized signatory of Greystone Mezzanine Fund II, LP, duly authorized to execute and file the UCC-3 Termination Statement with the Delaware Secretary of State.
Document No. 32
INSURANCE COMPLIANCE CERTIFICATE — CALLOWAY & STRAND
Full Title: Insurance Compliance Certificate, dated June 3, 2024
Certifying Party: Calloway & Strand Insurance Brokers, Inc.
This Insurance Compliance Certificate was delivered on the Closing Date by the Borrower's insurance broker in satisfaction of the insurance requirements set forth in Section 6.07 of the Credit Agreement. The certificate certifies that: (i) all insurance policies maintained by Ironhaven Data Centers LLC (including builder's risk, property, commercial general liability, and business interruption policies) meet the minimum coverage requirements, deductible thresholds, and other insurance standards specified in the Credit Agreement and the related Insurance Requirements Exhibit; (ii) Pinnacle Trust Company, N.A., as Collateral Agent, has been named as loss payee and additional insured on all applicable policies; and (iii) all premiums with respect to such policies are current and paid in full. The following executed signature page is included:
Signature Page of Calloway & Strand Insurance Brokers, Inc.
Signed by Patricia Calloway, Managing Director, duly authorized to execute and deliver the Insurance Compliance Certificate on behalf of Calloway & Strand Insurance Brokers, Inc.
PART III
LEGAL OPINIONS (DELIVERED AT CLOSING — JUNE 3, 2024)
The following legal opinions were delivered at or prior to closing on June 3, 2024, as conditions precedent to the initial borrowing under the Credit Agreement pursuant to Section 5.01(f) of the Credit Agreement. Each opinion letter is addressed to the Administrative Agent and the Lenders under the Credit Agreement. The signature pages of each opinion letter are included in this Compilation; the full text of each opinion letter is maintained in the closing binder.
Document No. 33
CALDERWOOD & HARKNESS LEGAL OPINION — NY/DE LAW
Full Title: Opinion Letter (New York and Delaware Law), dated June 3, 2024
Addressed To: Crescent Harbor Bank, N.A., as Administrative Agent, and each of the Lenders party to the Credit Agreement
Subject Matter: This opinion addresses, among other matters: (i) the due organization, valid existence, and good standing of Ironhaven Data Centers LLC under the laws of the State of Delaware; (ii) the due authorization, execution, and delivery of the Credit Agreement and each other Transaction Document governed by the laws of the State of New York or the State of Delaware to which the Borrower, the Co-Borrower, or the Parent Guarantor is a party; (iii) the enforceability of the Credit Agreement and each such other Transaction Document against the Borrower, the Co-Borrower, and the Parent Guarantor in accordance with their respective terms, subject to customary qualifications, exceptions, and assumptions; and (iv) the perfection of the security interests granted under the Pledge and Security Agreement and the Equity Interest Pledge Agreement to the extent perfection is governed by the Uniform Commercial Code as in effect in the State of New York or the State of Delaware. The following executed signature page is included:
Signature Page of Calderwood & Harkness LLP
Signed by Stephanie Okafor, Partner, on behalf of Calderwood & Harkness LLP.
Document No. 34
CALDERWOOD & HARKNESS SUPPLEMENTAL OPINION — US REGULATORY
Full Title: Supplemental Opinion Letter (US Regulatory Matters), dated June 3, 2024
Addressed To: Crescent Harbor Bank, N.A., as Administrative Agent, and each of the Lenders party to the Credit Agreement
Subject Matter: This supplemental opinion addresses: (i) the Borrower's status under the Investment Company Act of 1940, as amended (opining that the Borrower is not required to register as an "investment company" within the meaning of the Investment Company Act); (ii) compliance with margin regulations (Regulations T, U, and X of the Board of Governors of the Federal Reserve System); and (iii) the enforceability of the interest rate and fee provisions of the Credit Agreement under applicable usury laws. The following executed signature page is included:
Signature Page of Calderwood & Harkness LLP
Signed by Stephanie Okafor, Partner, on behalf of Calderwood & Harkness LLP.
Document No. 35
CALDERWOOD & HARKNESS VIRGINIA LAW OPINION
Full Title: Opinion Letter (Virginia Law — Deed of Trust), dated June 3, 2024
Addressed To: Crescent Harbor Bank, N.A., as Administrative Agent, and each of the Lenders party to the Credit Agreement
Subject Matter: This opinion addresses: (i) the enforceability of the Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing against the Borrower in accordance with its term