1043-00001 · Ironhaven Holdings · Diligence

board-resolutions-holdings.docx DOCUMENT Finance & Banking

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UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF IRONHAVEN HOLDINGS INC.

IN LIEU OF A SPECIAL MEETING

Adopted Pursuant to Section 141(f) of the Delaware General Corporation Law

Effective as of May 15, 2024

The undersigned, constituting all of the members of the Board of Directors (the "Board") of Ironhaven Holdings Inc., a Delaware corporation (the "Company" or "Holdings"), with Employer Identification Number 84-3291044 and its principal office located at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, hereby adopt the following resolutions by unanimous written consent in lieu of a special meeting, effective as of May 15, 2024.

Each of the undersigned directors acknowledges that: (a) all directors entitled to vote on the matters set forth herein have executed this consent; (b) no meeting of the Board of Directors is required to adopt the following resolutions, pursuant to the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated Bylaws of the Company, and Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"); and (c) this Unanimous Written Consent shall have the same force and effect as if adopted at a duly called and held special meeting of the Board of Directors at which a quorum was present and acting throughout.

The Board further acknowledges that each director has been fully informed of, and has reviewed and considered, the terms, conditions, and financial implications of the transactions described herein, including the credit facilities, guarantee obligations, security interests, and related arrangements set forth below. The Board has had the opportunity to review the relevant Transaction Documents (as defined below) in substantially final form and has consulted with the Company's legal counsel, financial advisors, and officers as the Board has deemed necessary or appropriate.

RECITALS

WHEREAS, the Company is the direct owner of one hundred percent (100%) of the issued and outstanding membership interests of Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC"), headquartered at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, IHDC being the primary operating subsidiary of the Company engaged in the development, construction, and operation of hyperscale and enterprise data center facilities in the United States and Europe;

WHEREAS, IHDC is the direct owner of one hundred percent (100%) of the quotas (Geschäftsanteile) of Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung registered with the Amtsgericht Frankfurt am Main under HRB 129457 ("IHDC Frankfurt"), IHDC Frankfurt being the subsidiary responsible for the development and operation of data center facilities in the Federal Republic of Germany;

WHEREAS, both IHDC and the Company are indirect portfolio companies of Thornfield Capital Partners, LP, a Delaware limited partnership, acting through its controlled fund vehicle Thornfield Infrastructure Fund III, LP, a Delaware limited partnership, which is the sole stockholder of the Company;

WHEREAS, IHDC proposes to enter into a Senior Secured Term Loan B Credit Agreement (the "Credit Agreement"), dated as of May 15, 2024, providing for aggregate commitments of Nine Hundred Fifty Million Dollars ($950,000,000), among IHDC (as Borrower), IHDC Frankfurt (as Co-Borrower), the Company (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner), Pinnacle Trust Company, N.A. (as Collateral Agent), and the several banks and other financial institutions or entities from time to time party thereto as Lenders (collectively, the "Lenders");

WHEREAS, the Credit Agreement provides for (i) a USD-denominated tranche (the "USD Tranche") in an aggregate principal amount of Six Hundred Seventy-Five Million Dollars ($675,000,000) and (ii) a EUR-denominated sub-tranche (the "EUR Sub-Tranche") in an aggregate principal amount of Two Hundred Fifty-Three Million Five Hundred Seventy-One Thousand Four Hundred Twenty-Nine Euros (€253,571,429), equivalent to approximately Two Hundred Seventy-Five Million Dollars ($275,000,000) at a EUR/USD exchange rate of 1.0846 as of the date hereof;

WHEREAS, the proceeds of the Term Loan under the Credit Agreement will be used to fund:

(a) the construction and development of the Virginia campus known as "Ironhaven Ashburn I," located in Loudoun County, Virginia, in an amount of approximately Four Hundred Seventy-Five Million Dollars ($475,000,000);

(b) the construction and development of the Frankfurt campus known as "Ironhaven Frankfurt I," located at Hanauer Landstraße 188, Frankfurt am Main, Federal Republic of Germany, in an amount of approximately Two Hundred Seventy-Five Million Dollars ($275,000,000) (or the Euro equivalent thereof);

(c) the refinancing in full of One Hundred Thirty Million Dollars ($130,000,000) in existing mezzanine notes held by Greystone Mezzanine Fund II, LP, including all accrued and unpaid interest, prepayment premiums (if any), and fees payable in connection therewith;

(d) the payment of transaction fees and expenses in an aggregate amount of approximately Thirty-Two Million Five Hundred Thousand Dollars ($32,500,000); and

(e) working capital and general corporate purposes in an aggregate amount of approximately Thirty-Seven Million Five Hundred Thousand Dollars ($37,500,000);

WHEREAS, as a condition precedent to the consummation of the financing contemplated by the Credit Agreement, the Company is required to:

(i) guarantee, absolutely and unconditionally, all obligations of IHDC and IHDC Frankfurt under the Credit Agreement and the related loan documents (including principal, interest, fees, expenses, indemnification obligations, and all other amounts payable thereunder or in connection therewith), by executing and delivering a Guarantee Agreement (the "Guarantee Agreement") in favor of Crescent Harbor Bank, N.A., in its capacity as Administrative Agent, for the benefit of the Secured Parties (as defined in the Credit Agreement); and

(ii) pledge one hundred percent (100%) of the Company's membership interests in IHDC by executing and delivering an Equity Interest Pledge Agreement (the "Pledge Agreement") in favor of Pinnacle Trust Company, N.A., in its capacity as Collateral Agent, for the benefit of the Secured Parties;

WHEREAS, in addition to the Guarantee Agreement and the Pledge Agreement, the Company will also be required to grant a first-priority security interest in substantially all of its personal property assets (including, without limitation, deposit accounts, equipment, fixtures, intellectual property, general intangibles, investment property, instruments, chattel paper, letter-of-credit rights, commercial tort claims, and all proceeds thereof) under a Pledge and Security Agreement (the "Security Agreement") with Pinnacle Trust Company, N.A., in its capacity as Collateral Agent, for the benefit of the Secured Parties;

WHEREAS, the Company will also be required to execute and deliver such other documents, instruments, agreements, certificates, opinions, and filings as may be necessary or advisable in connection with the foregoing transactions (such other documents, collectively with the Credit Agreement, the Guarantee Agreement, the Pledge Agreement, and the Security Agreement, the "Transaction Documents");

WHEREAS, the Board has reviewed and considered, with the benefit of presentations by management and advice from the Company's legal and financial advisors, the material terms and conditions of the proposed Transaction Documents, including without limitation:

• a maximum Net Leverage Ratio financial maintenance covenant of 6.00 to 1.00;

• a minimum Interest Coverage Ratio financial maintenance covenant of 2.00 to 1.00;

• an interest rate on the USD Tranche of the Secured Overnight Financing Rate ("SOFR") plus four hundred twenty-five (425) basis points per annum (with a SOFR floor of 0.50%), and an interest rate on the EUR Sub-Tranche of the Euro Interbank Offered Rate ("EURIBOR") plus four hundred twenty-five (425) basis points per annum (with a EURIBOR floor of 0.00%);

• a stated maturity date of June 3, 2031 (approximately seven (7) years from the anticipated closing date);

• scheduled annual amortization of one percent (1.00%) of the original aggregate principal amount per annum, payable in equal quarterly installments;

• a mandatory prepayment obligation upon a Change of Control (as defined in the Credit Agreement) at a price equal to one hundred one percent (101%) of the outstanding principal amount of the Term Loans, together with accrued and unpaid interest thereon; and

• the collateral package described herein, including the first-priority pledge of the equity interests in IHDC and the first-priority security interest in substantially all personal property of each Loan Party;

WHEREAS, the Board has determined, after due consideration and deliberation, that the execution, delivery, and performance of the Transaction Documents by the Company, and the consummation of the transactions contemplated thereby, including the Company's guarantee obligations and the granting of security interests as described herein, are fair to, and in the best interests of, the Company and its sole stockholder;

NOW, THEREFORE, BE IT RESOLVED, as follows:

RESOLUTIONS

Resolution 1: Approval of the Transactions Generally

RESOLVED, that the Board of Directors hereby approves, in all respects, the transactions contemplated by the Credit Agreement and the Transaction Documents, including without limitation the Company's entry into the Guarantee Agreement, the Pledge Agreement, the Security Agreement, and all other Transaction Documents to which the Company is or will be a party, and the Board hereby finds and determines that such transactions, and the terms and conditions thereof, are fair to, advisable for, and in the best interests of the Company and its sole stockholder, Thornfield Infrastructure Fund III, LP.

RESOLVED FURTHER, that the Board has considered the benefits to be derived by the Company and its subsidiaries from the financing contemplated by the Credit Agreement, including the construction financing for the Ironhaven Ashburn I and Ironhaven Frankfurt I campuses, the refinancing of existing indebtedness, and the enhancement of the Company's and its subsidiaries' competitive position in the data center market, and has concluded that such benefits are sufficient consideration for the Company's guarantee and collateral obligations contemplated by the Transaction Documents.

Resolution 2: Authorization of the Guarantee Agreement

RESOLVED, that the Company is hereby authorized to execute, deliver, and perform its obligations under the Guarantee Agreement in favor of Crescent Harbor Bank, N.A., in its capacity as Administrative Agent, for the benefit of the Secured Parties, pursuant to which the Company shall guarantee, absolutely and unconditionally, the full and prompt payment and performance of all obligations of IHDC and IHDC Frankfurt arising under or in connection with the Credit Agreement, including without limitation all principal, interest (including post-petition interest), fees, costs, expenses, indemnification obligations, reimbursement obligations, and all other amounts payable thereunder or pursuant to any other Transaction Document, up to the aggregate principal amount of Nine Hundred Fifty Million Dollars ($950,000,000) plus all such additional amounts.

RESOLVED FURTHER, that the Board acknowledges and confirms that the guarantee to be provided by the Company under the Guarantee Agreement shall be a continuing, absolute, and unconditional guaranty of payment and performance (and not merely of collection), shall not be subject to any defense, setoff, counterclaim, recoupment, or termination whatsoever (except as expressly set forth in the Guarantee Agreement), and shall remain in full force and effect until the indefeasible payment and satisfaction in full of all guaranteed obligations and the termination of all commitments under the Credit Agreement.

Resolution 3: Authorization of the Equity Interest Pledge Agreement

RESOLVED, that the Company is hereby authorized to execute, deliver, and perform its obligations under the Equity Interest Pledge Agreement (the "Pledge Agreement"), pursuant to which the Company shall pledge, assign, and grant a first-priority security interest in one hundred percent (100%) of its membership interests in Ironhaven Data Centers LLC (EIN 84-3291057), including all rights, title, and interest of the Company in and to such membership interests, all distributions, dividends, and other payments and rights with respect thereto, and all proceeds of the foregoing, in favor of Pinnacle Trust Company, N.A., in its capacity as Collateral Agent, for the benefit of the Secured Parties.

RESOLVED FURTHER, that the Authorized Officers (as defined below) are hereby authorized and directed to deliver to the Collateral Agent, in connection with the execution and delivery of the Pledge Agreement, (i) any and all membership interest certificates (if any) representing the Company's membership interests in IHDC, together with duly executed blank transfer powers and undated instruments of transfer in form and substance satisfactory to the Collateral Agent, and (ii) such other documents, instruments, and agreements as may be required by the Collateral Agent to perfect the security interest granted under the Pledge Agreement, including without limitation any amendments to the limited liability company agreement of IHDC as may be necessary to reflect the Collateral Agent's rights under the Pledge Agreement.

Resolution 4: Authorization of the US Pledge and Security Agreement

RESOLVED, that the Company is hereby authorized to execute, deliver, and perform its obligations under the Pledge and Security Agreement (the "Security Agreement"), pursuant to which the Company shall grant Pinnacle Trust Company, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties, a first-priority security interest in substantially all personal property assets of the Company, whether now owned or hereafter acquired, including without limitation:

(a) all deposit accounts and securities accounts maintained by the Company;

(b) all equipment, machinery, and fixtures owned by the Company;

(c) all intellectual property, including patents, trademarks, service marks, copyrights, trade names, domain names, and licenses, together with all goodwill associated therewith;

(d) all general intangibles, contract rights, and payment intangibles;

(e) all investment property, including certificated and uncertificated securities and financial assets;

(f) all instruments, documents, chattel paper, and letter-of-credit rights;

(g) all books and records of the Company; and

(h) all products, accessions, rents, profits, and proceeds of any and all of the foregoing;

subject to such exceptions and exclusions as are set forth in the Security Agreement.

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to execute and deliver any and all documents, instruments, and agreements necessary to perfect the security interest granted under the Security Agreement, including without limitation deposit account control agreements, securities account control agreements, intellectual property security agreements, and any other control agreements or similar instruments required by the Collateral Agent.

Resolution 5: Authorization of Related Transaction Documents

RESOLVED, that the Company is hereby authorized to execute, deliver, and perform its obligations under any and all other Transaction Documents to which the Company is or will be a party, including without limitation:

(a) the Credit Agreement, solely in the Company's capacity as Parent Guarantor, including all schedules, exhibits, and annexes thereto;

(b) the Intercreditor Agreement among IHDC, Crescent Harbor Bank, N.A. (in its capacity as Term Loan Agent and as Revolver Agent), and Pinnacle Trust Company, N.A., in its capacity as Collateral Agent, governing the relative priorities and rights of the respective secured parties;

(c) one or more Deposit Account Control Agreements with respect to the Company's deposit accounts, in form and substance satisfactory to the Collateral Agent and the applicable depositary banks;

(d) the Collateral Agent Appointment Agreement with Pinnacle Trust Company, N.A., governing the appointment, duties, rights, and indemnification of the Collateral Agent;

(e) any and all UCC-1 financing statements, UCC-3 amendments, and other Uniform Commercial Code filings to be filed with the Secretary of State of the State of Delaware and any other applicable filing office, as required or advisable to perfect the security interests granted under the Transaction Documents;

(f) an Officer's Closing Certificate, in such form as may be required by the Credit Agreement, certifying as to the satisfaction of conditions precedent to the initial borrowing;

(g) a Solvency Certificate, certifying as to the solvency of the Company and its subsidiaries on a consolidated basis as of the closing date, both before and after giving effect to the transactions contemplated by the Credit Agreement;

(h) compliance certificates and other periodic certificates required to be delivered under the Credit Agreement; and

(i) such other certificates, documents, instruments, agreements, notices, and filings as may be necessary, appropriate, or advisable in connection with the consummation of the transactions contemplated by the Credit Agreement and the other Transaction Documents, as determined by any Authorized Officer in his or her sole discretion.

Resolution 6: Designation of Authorized Officers

RESOLVED, that each of the following officers of the Company (each, an "Authorized Officer" and collectively, the "Authorized Officers") is hereby authorized, empowered, and directed to execute and deliver, on behalf of the Company, all Transaction Documents and any and all ancillary, supplemental, or related documents, instruments, and certificates in connection with the transactions contemplated hereby:

• Marcus Delaine, Chief Executive Officer;

• Rebecca Sung, Chief Financial Officer; and

• Jonathan Pryce-Williams, General Counsel and Secretary.

RESOLVED FURTHER, that each Authorized Officer is authorized to act singly, without the need for joint or co-execution by any other Authorized Officer, and the signature of any single Authorized Officer shall be sufficient to bind the Company with respect to any Transaction Document or ancillary document. The authority granted herein shall include, without limitation, the authority to execute signature pages to the Credit Agreement and each other Transaction Document, to execute and deliver officer's certificates, incumbency certificates, solvency certificates, closing certificates, compliance certificates, borrowing notices, prepayment notices, and all other instruments, documents, and certificates required or requested by the Administrative Agent, the Collateral Agent, any Lender, or any other party to the Transaction Documents.

Resolution 7: Authority to Take All Necessary Actions

RESOLVED, that each Authorized Officer is hereby authorized, empowered, and directed to take or cause to be taken any and all actions, and to execute and deliver or cause to be executed and delivered any and all documents, instruments, certificates, and agreements, as such Authorized Officer, in his or her sole judgment, may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated hereby, including without limitation:

(a) the negotiation, agreement to, and execution of any modifications, amendments, supplements, waivers, or consents to or under the Transaction Documents, whether prior to or after the initial execution and delivery thereof, provided that such modifications, amendments, supplements, waivers, or consents do not materially increase the obligations of the Company beyond those contemplated by the foregoing resolutions;

(b) the engagement and direction of Calderwood & Harkness LLP, as borrower's counsel, and Wendt Falkenberg Rechtsanwälte PartG mbB, as German local counsel, and the authorization to such counsel to render legal opinions and perform such other services as may be required in connection with the transactions;

(c) the preparation, execution, and filing of UCC financing statements, UCC-3 amendments, lien perfection documents, and any other public filings with the Secretary of State of the State of Delaware, the United States Patent and Trademark Office, the United States Copyright Office, or any other governmental authority, as may be required or advisable to create, perfect, or maintain the security interests contemplated by the Transaction Documents;

(d) the payment, or authorization of payment, of all fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) the arrangement fee of Fourteen Million Two Hundred Fifty Thousand Dollars ($14,250,000) payable to Crescent Harbor Bank, N.A., in its capacity as Sole Lead Arranger and Sole Bookrunner, (ii) the annual collateral agent fee of Two Hundred Thousand Dollars ($200,000) payable to Pinnacle Trust Company, N.A., in its capacity as Collateral Agent, (iii) all legal fees and disbursements payable to Calderwood & Harkness LLP, Wendt Falkenberg Rechtsanwälte PartG mbB, and counsel to the Administrative Agent and the Collateral Agent, and (iv) all other transaction costs, filing fees, recording fees, and out-of-pocket expenses;

(e) the taking of any and all actions necessary or advisable to satisfy the conditions precedent to the initial borrowing under the Credit Agreement, including the delivery of all closing deliverables set forth in the Credit Agreement, with a view toward achieving a closing date of June 3, 2024; and

(f) the execution and delivery of any powers of attorney, authorizations, or similar instruments as may be required in connection with the transactions.

RESOLVED FURTHER, that any actions taken by any Authorized Officer consistent with the intent and purposes of these resolutions, whether prior to, on, or after the date hereof, are hereby authorized, approved, ratified, and confirmed in all respects.

Resolution 8: Ratification of Prior Acts

RESOLVED, that all actions heretofore taken by any officer, director, employee, or authorized representative of the Company in connection with the negotiation, preparation, and documentation of the transactions contemplated by the Transaction Documents, including without limitation:

(a) the negotiation, execution, and delivery of the Commitment Letter dated February 28, 2024, between IHDC and Crescent Harbor Bank, N.A., to which the Company is a party as Parent Guarantor;

(b) the negotiation, execution, and delivery of the Fee Letter dated February 28, 2024, between IHDC and Crescent Harbor Bank, N.A.;

(c) all actions taken in connection with the engagement of Calderwood & Harkness LLP (Matter No. 1043-00001) as borrower's counsel, and Wendt Falkenberg Rechtsanwälte PartG mbB as German local counsel;

(d) all communications with and submissions to the Administrative Agent, the Collateral Agent, and their respective counsel in connection with the due diligence process; and

(e) all other preliminary actions taken in furtherance of the transactions;

are hereby ratified, confirmed, and approved in all respects as the valid and binding acts and deeds of the Company, and the same are hereby adopted as if such actions had been taken with the prior express authorization of the Board.

Resolution 9: Effectiveness and Duration

RESOLVED, that these resolutions shall remain in full force and effect until expressly modified, amended, superseded, or revoked by a subsequent resolution duly adopted by the Board of Directors of the Company, and no action taken pursuant to these resolutions shall be impaired, invalidated, or otherwise affected by any subsequent modification, amendment, or revocation of these resolutions.

RESOLVED FURTHER, that any Authorized Officer is hereby authorized to certify, under the seal of the Company (if applicable) or otherwise, these resolutions and the incumbency of the officers and directors of the Company as of any date on or after the date hereof, and any such certification shall be conclusive evidence of the matters stated therein when delivered to any third party relying thereon.

RESOLVED FURTHER, that these resolutions shall constitute part of the permanent records of the Company and shall be filed with the minutes of the proceedings of the Board of Directors.

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF IRONHAVEN HOLDINGS INC.

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Ironhaven Holdings Inc., have executed this Unanimous Written Consent as of the date first written above, thereby evidencing their consent to and adoption of the foregoing resolutions, effective as of May 15, 2024.

________________________________________

Name: David Thornfield

Title: Director

(Founder & Managing Partner, Thornfield Capital Partners, LP)

Date: May 15, 2024

________________________________________

Name: Elena Castillo

Title: Director

(Partner, Head of Digital Infrastructure, Thornfield Capital Partners, LP)

Date: May 15, 2024

________________________________________

Name: Marcus Delaine

Title: Director

(Chief Executive Officer, Ironhaven Holdings Inc.)

Date: May 15, 2024

________________________________________

Name: Dr. Priya Venkataraman

Title: Independent Director

Date: May 15, 2024

________________________________________

Name: Robert A. Harding

Title: Independent Director

Date: May 15, 2024

[End of Signature Pages to Unanimous Written Consent]

SECRETARY'S CERTIFICATE

IRONHAVEN HOLDINGS INC.

a Delaware corporation

I, Jonathan Pryce-Williams, hereby certify that:

1. I am the duly appointed, qualified, and acting General Counsel and Secretary of Ironhaven Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), Employer Identification Number 84-3291044, with its principal office at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147.

2. Attached hereto as Exhibit A is a true, correct, and complete copy of the Unanimous Written Consent of the Board of Directors of the Company, adopted effective as of May 15, 2024 (the "Resolutions"). The Resolutions were duly adopted by all members of the Board of Directors of the Company in accordance with Section 141(f) of the Delaware General Corporation Law, the Amended and Restated Certificate of Incorporation of the Company, and the Amended and Restated Bylaws of the Company.

3. The Resolutions have not been modified, amended, rescinded, or revoked, in whole or in part, and remain in full force and effect as of the date of this certificate.

4. Ironhaven Holdings Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Transaction Documents (as defined in the Resolutions), including without limitation the Guarantee Agreement, the Pledge Agreement, and the Security Agreement.

5. The Company is the sole and direct owner of one hundred percent (100%) of the issued and outstanding membership interests of Ironhaven Data Centers LLC, a Delaware limited liability company (EIN 84-3291057), free and clear of all liens, claims, and encumbrances, except as may be created pursuant to the Transaction Documents.

6. The following persons are the duly elected or appointed, qualified, and acting officers of the Company, each holding the office set forth opposite his or her name, and each has been designated as an Authorized Officer pursuant to the Resolutions. The signatures set forth below opposite each such person's name are the true and genuine signatures of such person:

7. This certificate is delivered to Crescent Harbor Bank, N.A., as Administrative Agent, and Pinnacle Trust Company, N.A., as Collateral Agent, in connection with the Senior Secured Term Loan B Credit Agreement dated as of May 15, 2024, among Ironhaven Data Centers LLC (as Borrower), Ironhaven Frankfurt GmbH (as Co-Borrower), the Company (as Parent Guarantor), the Administrative Agent, the Collateral Agent, and the Lenders party thereto from time to time. Each such party, and their respective successors and assigns, is entitled to rely on this certificate and the certifications contained herein.

IN WITNESS WHEREOF, I have hereunto set my hand and, if applicable, have caused the corporate seal of the Company to be affixed hereto, as of this 15th day of May, 2024.

________________________________________

Jonathan Pryce-Williams General Counsel & Secretary Ironhaven Holdings Inc.

Date: May 15, 2024

[CORPORATE SEAL]

This Unanimous Written Consent and Secretary's Certificate are delivered pursuant to and in connection with the Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024, among Ironhaven Data Centers LLC, Ironhaven Frankfurt GmbH, Ironhaven Holdings Inc., Crescent Harbor Bank, N.A., Pinnacle Trust Company, N.A., and the Lenders party thereto. This document is confidential and subject to attorney-client privilege to the extent applicable.

Name	Title	Specimen Signature
Marcus Delaine	Chief Executive Officer	______
Rebecca Sung	Chief Financial Officer	______
Jonathan Pryce-Williams	General Counsel & Secretary	______

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF IRONHAVEN HOLDINGS INC.
IN LIEU OF A SPECIAL MEETING
Adopted Pursuant to Section 141(f) of the Delaware General Corporation Law
Effective as of May 15, 2024
The undersigned, constituting all of the members of the Board of Directors (the "Board") of Ironhaven Holdings Inc., a Delaware corporation (the "Company" or "Holdings"), with Employer Identification Number 84-3291044 and its principal office located at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, hereby adopt the following resolutions by unanimous written consent in lieu of a special meeting, effective as of May 15, 2024.
Each of the undersigned directors acknowledges that: (a) all directors entitled to vote on the matters set forth herein have executed this consent; (b) no meeting of the Board of Directors is required to adopt the following resolutions, pursuant to the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated Bylaws of the Company, and Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"); and (c) this Unanimous Written Consent shall have the same force and effect as if adopted at a duly called and held special meeting of the Board of Directors at which a quorum was present and acting throughout.
The Board further acknowledges that each director has been fully informed of, and has reviewed and considered, the terms, conditions, and financial implications of the transactions described herein, including the credit facilities, guarantee obligations, security interests, and related arrangements set forth below. The Board has had the opportunity to review the relevant Transaction Documents (as defined below) in substantially final form and has consulted with the Company's legal counsel, financial advisors, and officers as the Board has deemed necessary or appropriate.
RECITALS
WHEREAS, the Company is the direct owner of one hundred percent (100%) of the issued and outstanding membership interests of Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC"), headquartered at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, IHDC being the primary operating subsidiary of the Company engaged in the development, construction, and operation of hyperscale and enterprise data center facilities in the United States and Europe;
WHEREAS, IHDC is the direct owner of one hundred percent (100%) of the quotas (Geschäftsanteile) of Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung registered with the Amtsgericht Frankfurt am Main under HRB 129457 ("IHDC Frankfurt"), IHDC Frankfurt being the subsidiary responsible for the development and operation of data center facilities in the Federal Republic of Germany;
WHEREAS, both IHDC and the Company are indirect portfolio companies of Thornfield Capital Partners, LP, a Delaware limited partnership, acting through its controlled fund vehicle Thornfield Infrastructure Fund III, LP, a Delaware limited partnership, which is the sole stockholder of the Company;
WHEREAS, IHDC proposes to enter into a Senior Secured Term Loan B Credit Agreement (the "Credit Agreement"), dated as of May 15, 2024, providing for aggregate commitments of Nine Hundred Fifty Million Dollars ($950,000,000), among IHDC (as Borrower), IHDC Frankfurt (as Co-Borrower), the Company (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner), Pinnacle Trust Company, N.A. (as Collateral Agent), and the several banks and other financial institutions or entities from time to time party thereto as Lenders (collectively, the "Lenders");
WHEREAS, the Credit Agreement provides for (i) a USD-denominated tranche (the "USD Tranche") in an aggregate principal amount of Six Hundred Seventy-Five Million Dollars ($675,000,000) and (ii) a EUR-denominated sub-tranche (the "EUR Sub-Tranche") in an aggregate principal amount of Two Hundred Fifty-Three Million Five Hundred Seventy-One Thousand Four Hundred Twenty-Nine Euros (€253,571,429), equivalent to approximately Two Hundred Seventy-Five Million Dollars ($275,000,000) at a EUR/USD exchange rate of 1.0846 as of the date hereof;
WHEREAS, the proceeds of the Term Loan under the Credit Agreement will be used to fund:
(a) the construction and development of the Virginia campus known as "Ironhaven Ashburn I," located in Loudoun County, Virginia, in an amount of approximately Four Hundred Seventy-Five Million Dollars ($475,000,000);
(b) the construction and development of the Frankfurt campus known as "Ironhaven Frankfurt I," located at Hanauer Landstraße 188, Frankfurt am Main, Federal Republic of Germany, in an amount of approximately Two Hundred Seventy-Five Million Dollars ($275,000,000) (or the Euro equivalent thereof);
(c) the refinancing in full of One Hundred Thirty Million Dollars ($130,000,000) in existing mezzanine notes held by Greystone Mezzanine Fund II, LP, including all accrued and unpaid interest, prepayment premiums (if any), and fees payable in connection therewith;
(d) the payment of transaction fees and expenses in an aggregate amount of approximately Thirty-Two Million Five Hundred Thousand Dollars ($32,500,000); and
(e) working capital and general corporate purposes in an aggregate amount of approximately Thirty-Seven Million Five Hundred Thousand Dollars ($37,500,000);
WHEREAS, as a condition precedent to the consummation of the financing contemplated by the Credit Agreement, the Company is required to:
(i) guarantee, absolutely and unconditionally, all obligations of IHDC and IHDC Frankfurt under the Credit Agreement and the related loan documents (including principal, interest, fees, expenses, indemnification obligations, and all other amounts payable thereunder or in connection therewith), by executing and delivering a Guarantee Agreement (the "Guarantee Agreement") in favor of Crescent Harbor Bank, N.A., in its capacity as Administrative Agent, for the benefit of the Secured Parties (as defined in the Credit Agreement); and
(ii) pledge one hundred percent (100%) of the Company's membership interests in IHDC by executing and delivering an Equity Interest Pledge Agreement (the "Pledge Agreement") in favor of Pinnacle Trust Company, N.A., in its capacity as Collateral Agent, for the benefit of the Secured Parties;
WHEREAS, in addition to the Guarantee Agreement and the Pledge Agreement, the Company will also be required to grant a first-priority security interest in substantially all of its personal property assets (including, without limitation, deposit accounts, equipment, fixtures, intellectual property, general intangibles, investment property, instruments, chattel paper, letter-of-credit rights, commercial tort claims, and all proceeds thereof) under a Pledge and Security Agreement (the "Security Agreement") with Pinnacle Trust Company, N.A., in its capacity as Collateral Agent, for the benefit of the Secured Parties;
WHEREAS, the Company will also be required to execute and deliver such other documents, instruments, agreements, certificates, opinions, and filings as may be necessary or advisable in connection with the foregoing transactions (such other documents, collectively with the Credit Agreement, the Guarantee Agreement, the Pledge Agreement, and the Security Agreement, the "Transaction Documents");
WHEREAS, the Board has reviewed and considered, with the benefit of presentations by management and advice from the Company's legal and financial advisors, the material terms and conditions of the proposed Transaction Documents, including without limitation:
•  a maximum Net Leverage Ratio financial maintenance covenant of 6.00 to 1.00;
•  a minimum Interest Coverage Ratio financial maintenance covenant of 2.00 to 1.00;
•  an interest rate on the USD Tranche of the Secured Overnight Financing Rate ("SOFR") plus four hundred twenty-five (425) basis points per annum (with a SOFR floor of 0.50%), and an interest rate on the EUR Sub-Tranche of the Euro Interbank Offered Rate ("EURIBOR") plus four hundred twenty-five (425) basis points per annum (with a EURIBOR floor of 0.00%);
•  a stated maturity date of June 3, 2031 (approximately seven (7) years from the anticipated closing date);
•  scheduled annual amortization of one percent (1.00%) of the original aggregate principal amount per annum, payable in equal quarterly installments;
•  a mandatory prepayment obligation upon a Change of Control (as defined in the Credit Agreement) at a price equal to one hundred one percent (101%) of the outstanding principal amount of the Term Loans, together with accrued and unpaid interest thereon; and
•  the collateral package described herein, including the first-priority pledge of the equity interests in IHDC and the first-priority security interest in substantially all personal property of each Loan Party;
WHEREAS, the Board has determined, after due consideration and deliberation, that the execution, delivery, and performance of the Transaction Documents by the Company, and the consummation of the transactions contemplated thereby, including the Company's guarantee obligations and the granting of security interests as described herein, are fair to, and in the best interests of, the Company and its sole stockholder;
NOW, THEREFORE, BE IT RESOLVED, as follows:
RESOLUTIONS
Resolution 1: Approval of the Transactions Generally
RESOLVED, that the Board of Directors hereby approves, in all respects, the transactions contemplated by the Credit Agreement and the Transaction Documents, including without limitation the Company's entry into the Guarantee Agreement, the Pledge Agreement, the Security Agreement, and all other Transaction Documents to which the Company is or will be a party, and the Board hereby finds and determines that such transactions, and the terms and conditions thereof, are fair to, advisable for, and in the best interests of the Company and its sole stockholder, Thornfield Infrastructure Fund III, LP.
RESOLVED FURTHER, that the Board has considered the benefits to be derived by the Company and its subsidiaries from the financing contemplated by the Credit Agreement, including the construction financing for the Ironhaven Ashburn I and Ironhaven Frankfurt I campuses, the refinancing of existing indebtedness, and the enhancement of the Company's and its subsidiaries' competitive position in the data center market, and has concluded that such benefits are sufficient consideration for the Company's guarantee and collateral obligations contemplated by the Transaction Documents.
Resolution 2: Authorization of the Guarantee Agreement
RESOLVED, that the Company is hereby authorized to execute, deliver, and perform its obligations under the Guarantee Agreement in favor of Crescent Harbor Bank, N.A., in its capacity as Administrative Agent, for the benefit of the Secured Parties, pursuant to which the Company shall guarantee, absolutely and unconditionally, the full and prompt payment and performance of all obligations of IHDC and IHDC Frankfurt arising under or in connection with the Credit Agreement, including without limitation all principal, interest (including post-petition interest), fees, costs, expenses, indemnification obligations, reimbursement obligations, and all other amounts payable thereunder or pursuant to any other Transaction Document, up to the aggregate principal amount of Nine Hundred Fifty Million Dollars ($950,000,000) plus all such additional amounts.
RESOLVED FURTHER, that the Board acknowledges and confirms that the guarantee to be provided by the Company under the Guarantee Agreement shall be a continuing, absolute, and unconditional guaranty of payment and performance (and not merely of collection), shall not be subject to any defense, setoff, counterclaim, recoupment, or termination whatsoever (except as expressly set forth in the Guarantee Agreement), and shall remain in full force and effect until the indefeasible payment and satisfaction in full of all guaranteed obligations and the termination of all commitments under the Credit Agreement.
Resolution 3: Authorization of the Equity Interest Pledge Agreement
RESOLVED, that the Company is hereby authorized to execute, deliver, and perform its obligations under the Equity Interest Pledge Agreement (the "Pledge Agreement"), pursuant to which the Company shall pledge, assign, and grant a first-priority security interest in one hundred percent (100%) of its membership interests in Ironhaven Data Centers LLC (EIN 84-3291057), including all rights, title, and interest of the Company in and to such membership interests, all distributions, dividends, and other payments and rights with respect thereto, and all proceeds of the foregoing, in favor of Pinnacle Trust Company, N.A., in its capacity as Collateral Agent, for the benefit of the Secured Parties.
RESOLVED FURTHER, that the Authorized Officers (as defined below) are hereby authorized and directed to deliver to the Collateral Agent, in connection with the execution and delivery of the Pledge Agreement, (i) any and all membership interest certificates (if any) representing the Company's membership interests in IHDC, together with duly executed blank transfer powers and undated instruments of transfer in form and substance satisfactory to the Collateral Agent, and (ii) such other documents, instruments, and agreements as may be required by the Collateral Agent to perfect the security interest granted under the Pledge Agreement, including without limitation any amendments to the limited liability company agreement of IHDC as may be necessary to reflect the Collateral Agent's rights under the Pledge Agreement.
Resolution 4: Authorization of the US Pledge and Security Agreement
RESOLVED, that the Company is hereby authorized to execute, deliver, and perform its obligations under the Pledge and Security Agreement (the "Security Agreement"), pursuant to which the Company shall grant Pinnacle Trust Company, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties, a first-priority security interest in substantially all personal property assets of the Company, whether now owned or hereafter acquired, including without limitation:
(a) all deposit accounts and securities accounts maintained by the Company;
(b) all equipment, machinery, and fixtures owned by the Company;
(c) all intellectual property, including patents, trademarks, service marks, copyrights, trade names, domain names, and licenses, together with all goodwill associated therewith;
(d) all general intangibles, contract rights, and payment intangibles;
(e) all investment property, including certificated and uncertificated securities and financial assets;
(f) all instruments, documents, chattel paper, and letter-of-credit rights;
(g) all books and records of the Company; and
(h) all products, accessions, rents, profits, and proceeds of any and all of the foregoing;
subject to such exceptions and exclusions as are set forth in the Security Agreement.
RESOLVED FURTHER, that the Authorized Officers are hereby authorized to execute and deliver any and all documents, instruments, and agreements necessary to perfect the security interest granted under the Security Agreement, including without limitation deposit account control agreements, securities account control agreements, intellectual property security agreements, and any other control agreements or similar instruments required by the Collateral Agent.
Resolution 5: Authorization of Related Transaction Documents
RESOLVED, that the Company is hereby authorized to execute, deliver, and perform its obligations under any and all other Transaction Documents to which the Company is or will be a party, including without limitation:
(a) the Credit Agreement, solely in the Company's capacity as Parent Guarantor, including all schedules, exhibits, and annexes thereto;
(b) the Intercreditor Agreement among IHDC, Crescent Harbor Bank, N.A. (in its capacity as Term Loan Agent and as Revolver Agent), and Pinnacle Trust Company, N.A., in its capacity as Collateral Agent, governing the relative priorities and rights of the respective secured parties;
(c) one or more Deposit Account Control Agreements with respect to the Company's deposit accounts, in form and substance satisfactory to the Collateral Agent and the applicable depositary banks;
(d) the Collateral Agent Appointment Agreement with Pinnacle Trust Company, N.A., governing the appointment, duties, rights, and indemnification of the Collateral Agent;
(e) any and all UCC-1 financing statements, UCC-3 amendments, and other Uniform Commercial Code filings to be filed with the Secretary of State of the State of Delaware and any other applicable filing office, as required or advisable to perfect the security interests granted under the Transaction Documents;
(f) an Officer's Closing Certificate, in such form as may be required by the Credit Agreement, certifying as to the satisfaction of conditions precedent to the initial borrowing;
(g) a Solvency Certificate, certifying as to the solvency of the Company and its subsidiaries on a consolidated basis as of the closing date, both before and after giving effect to the transactions contemplated by the Credit Agreement;
(h) compliance certificates and other periodic certificates required to be delivered under the Credit Agreement; and
(i) such other certificates, documents, instruments, agreements, notices, and filings as may be necessary, appropriate, or advisable in connection with the consummation of the transactions contemplated by the Credit Agreement and the other Transaction Documents, as determined by any Authorized Officer in his or her sole discretion.
Resolution 6: Designation of Authorized Officers
RESOLVED, that each of the following officers of the Company (each, an "Authorized Officer" and collectively, the "Authorized Officers") is hereby authorized, empowered, and directed to execute and deliver, on behalf of the Company, all Transaction Documents and any and all ancillary, supplemental, or related documents, instruments, and certificates in connection with the transactions contemplated hereby:
•  Marcus Delaine, Chief Executive Officer;
•  Rebecca Sung, Chief Financial Officer; and
•  Jonathan Pryce-Williams, General Counsel and Secretary.
RESOLVED FURTHER, that each Authorized Officer is authorized to act singly, without the need for joint or co-execution by any other Authorized Officer, and the signature of any single Authorized Officer shall be sufficient to bind the Company with respect to any Transaction Document or ancillary document. The authority granted herein shall include, without limitation, the authority to execute signature pages to the Credit Agreement and each other Transaction Document, to execute and deliver officer's certificates, incumbency certificates, solvency certificates, closing certificates, compliance certificates, borrowing notices, prepayment notices, and all other instruments, documents, and certificates required or requested by the Administrative Agent, the Collateral Agent, any Lender, or any other party to the Transaction Documents.
Resolution 7: Authority to Take All Necessary Actions
RESOLVED, that each Authorized Officer is hereby authorized, empowered, and directed to take or cause to be taken any and all actions, and to execute and deliver or cause to be executed and delivered any and all documents, instruments, certificates, and agreements, as such Authorized Officer, in his or her sole judgment, may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated hereby, including without limitation:
(a) the negotiation, agreement to, and execution of any modifications, amendments, supplements, waivers, or consents to or under the Transaction Documents, whether prior to or after the initial execution and delivery thereof, provided that such modifications, amendments, supplements, waivers, or consents do not materially increase the obligations of the Company beyond those contemplated by the foregoing resolutions;
(b) the engagement and direction of Calderwood & Harkness LLP, as borrower's counsel, and Wendt Falkenberg Rechtsanwälte PartG mbB, as German local counsel, and the authorization to such counsel to render legal opinions and perform such other services as may be required in connection with the transactions;
(c) the preparation, execution, and filing of UCC financing statements, UCC-3 amendments, lien perfection documents, and any other public filings with the Secretary of State of the State of Delaware, the United States Patent and Trademark Office, the United States Copyright Office, or any other governmental authority, as may be required or advisable to create, perfect, or maintain the security interests contemplated by the Transaction Documents;
(d) the payment, or authorization of payment, of all fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) the arrangement fee of Fourteen Million Two Hundred Fifty Thousand Dollars ($14,250,000) payable to Crescent Harbor Bank, N.A., in its capacity as Sole Lead Arranger and Sole Bookrunner, (ii) the annual collateral agent fee of Two Hundred Thousand Dollars ($200,000) payable to Pinnacle Trust Company, N.A., in its capacity as Collateral Agent, (iii) all legal fees and disbursements payable to Calderwood & Harkness LLP, Wendt Falkenberg Rechtsanwälte PartG mbB, and counsel to the Administrative Agent and the Collateral Agent, and (iv) all other transaction costs, filing fees, recording fees, and out-of-pocket expenses;
(e) the taking of any and all actions necessary or advisable to satisfy the conditions precedent to the initial borrowing under the Credit Agreement, including the delivery of all closing deliverables set forth in the Credit Agreement, with a view toward achieving a closing date of June 3, 2024; and
(f) the execution and delivery of any powers of attorney, authorizations, or similar instruments as may be required in connection with the transactions.
RESOLVED FURTHER, that any actions taken by any Authorized Officer consistent with the intent and purposes of these resolutions, whether prior to, on, or after the date hereof, are hereby authorized, approved, ratified, and confirmed in all respects.
Resolution 8: Ratification of Prior Acts
RESOLVED, that all actions heretofore taken by any officer, director, employee, or authorized representative of the Company in connection with the negotiation, preparation, and documentation of the transactions contemplated by the Transaction Documents, including without limitation:
(a) the negotiation, execution, and delivery of the Commitment Letter dated February 28, 2024, between IHDC and Crescent Harbor Bank, N.A., to which the Company is a party as Parent Guarantor;
(b) the negotiation, execution, and delivery of the Fee Letter dated February 28, 2024, between IHDC and Crescent Harbor Bank, N.A.;
(c) all actions taken in connection with the engagement of Calderwood & Harkness LLP (Matter No. 1043-00001) as borrower's counsel, and Wendt Falkenberg Rechtsanwälte PartG mbB as German local counsel;
(d) all communications with and submissions to the Administrative Agent, the Collateral Agent, and their respective counsel in connection with the due diligence process; and
(e) all other preliminary actions taken in furtherance of the transactions;
are hereby ratified, confirmed, and approved in all respects as the valid and binding acts and deeds of the Company, and the same are hereby adopted as if such actions had been taken with the prior express authorization of the Board.
Resolution 9: Effectiveness and Duration
RESOLVED, that these resolutions shall remain in full force and effect until expressly modified, amended, superseded, or revoked by a subsequent resolution duly adopted by the Board of Directors of the Company, and no action taken pursuant to these resolutions shall be impaired, invalidated, or otherwise affected by any subsequent modification, amendment, or revocation of these resolutions.
RESOLVED FURTHER, that any Authorized Officer is hereby authorized to certify, under the seal of the Company (if applicable) or otherwise, these resolutions and the incumbency of the officers and directors of the Company as of any date on or after the date hereof, and any such certification shall be conclusive evidence of the matters stated therein when delivered to any third party relying thereon.
RESOLVED FURTHER, that these resolutions shall constitute part of the permanent records of the Company and shall be filed with the minutes of the proceedings of the Board of Directors.
[Remainder of this page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF IRONHAVEN HOLDINGS INC.
IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Ironhaven Holdings Inc., have executed this Unanimous Written Consent as of the date first written above, thereby evidencing their consent to and adoption of the foregoing resolutions, effective as of May 15, 2024.
________________________________________
Name: David Thornfield
Title: Director
(Founder & Managing Partner, Thornfield Capital Partners, LP)
Date: May 15, 2024
________________________________________
Name: Elena Castillo
Title: Director
(Partner, Head of Digital Infrastructure, Thornfield Capital Partners, LP)
Date: May 15, 2024
________________________________________
Name: Marcus Delaine
Title: Director
(Chief Executive Officer, Ironhaven Holdings Inc.)
Date: May 15, 2024
________________________________________
Name: Dr. Priya Venkataraman
Title: Independent Director
Date: May 15, 2024
________________________________________
Name: Robert A. Harding
Title: Independent Director
Date: May 15, 2024
[End of Signature Pages to Unanimous Written Consent]
SECRETARY'S CERTIFICATE
IRONHAVEN HOLDINGS INC.
a Delaware corporation
I, Jonathan Pryce-Williams, hereby certify that:
1.  I am the duly appointed, qualified, and acting General Counsel and Secretary of Ironhaven Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), Employer Identification Number 84-3291044, with its principal office at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147.
2.  Attached hereto as Exhibit A is a true, correct, and complete copy of the Unanimous Written Consent of the Board of Directors of the Company, adopted effective as of May 15, 2024 (the "Resolutions"). The Resolutions were duly adopted by all members of the Board of Directors of the Company in accordance with Section 141(f) of the Delaware General Corporation Law, the Amended and Restated Certificate of Incorporation of the Company, and the Amended and Restated Bylaws of the Company.
3.  The Resolutions have not been modified, amended, rescinded, or revoked, in whole or in part, and remain in full force and effect as of the date of this certificate.
4.  Ironhaven Holdings Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Transaction Documents (as defined in the Resolutions), including without limitation the Guarantee Agreement, the Pledge Agreement, and the Security Agreement.
5.  The Company is the sole and direct owner of one hundred percent (100%) of the issued and outstanding membership interests of Ironhaven Data Centers LLC, a Delaware limited liability company (EIN 84-3291057), free and clear of all liens, claims, and encumbrances, except as may be created pursuant to the Transaction Documents.
6.  The following persons are the duly elected or appointed, qualified, and acting officers of the Company, each holding the office set forth opposite his or her name, and each has been designated as an Authorized Officer pursuant to the Resolutions. The signatures set forth below opposite each such person's name are the true and genuine signatures of such person:
7.  This certificate is delivered to Crescent Harbor Bank, N.A., as Administrative Agent, and Pinnacle Trust Company, N.A., as Collateral Agent, in connection with the Senior Secured Term Loan B Credit Agreement dated as of May 15, 2024, among Ironhaven Data Centers LLC (as Borrower), Ironhaven Frankfurt GmbH (as Co-Borrower), the Company (as Parent Guarantor), the Administrative Agent, the Collateral Agent, and the Lenders party thereto from time to time. Each such party, and their respective successors and assigns, is entitled to rely on this certificate and the certifications contained herein.
IN WITNESS WHEREOF, I have hereunto set my hand and, if applicable, have caused the corporate seal of the Company to be affixed hereto, as of this 15th day of May, 2024.
________________________________________
Jonathan Pryce-Williams General Counsel & Secretary Ironhaven Holdings Inc.
Date: May 15, 2024
[CORPORATE SEAL]
This Unanimous Written Consent and Secretary's Certificate are delivered pursuant to and in connection with the Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024, among Ironhaven Data Centers LLC, Ironhaven Frankfurt GmbH, Ironhaven Holdings Inc., Crescent Harbor Bank, N.A., Pinnacle Trust Company, N.A., and the Lenders party thereto. This document is confidential and subject to attorney-client privilege to the extent applicable.
Name | Title | Specimen Signature
Marcus Delaine | Chief Executive Officer | ______
Rebecca Sung | Chief Financial Officer | ______
Jonathan Pryce-Williams | General Counsel & Secretary | ______

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF IRONHAVEN HOLDINGS INC.

IN LIEU OF A SPECIAL MEETING

RECITALS

RESOLUTIONS

SECRETARY'S CERTIFICATE

IRONHAVEN HOLDINGS INC.

Record

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