1043-00001 · Ironhaven Holdings · Diligence

good-standing-certificates-transmittal.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Attorneys at Law

125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

May 10, 2024

Via Email and Hand Delivery

Jonathan Pryce-Williams, Esq. General Counsel & Secretary Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147

cc: Natasha Greenfeld, Vice President, Treasury & Capital Markets, Ironhaven Data Centers LLC, 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147

cc: Catherine Ellsworth, Esq., Partner, Blackthorn & Sundial Software, 51 West 52nd Street, New York, New York 10019 (Agent's Counsel)

cc: Thomas Beckett, Vice President, Loan Operations & Agency Services, Crescent Harbor Bank, N.A., 1200 Harbor Point Drive, Charlotte, North Carolina 28202

Re: Ironhaven Data Centers LLC — $950,000,000 Senior Secured Term Loan B Credit Agreement Good Standing Certificates — Transmittal of Certificates for Loan Parties Calderwood & Harkness Matter No. 1043-00001 Crescent Harbor Deal Reference: CHB-LF-2024-0287

Dear Mr. Pryce-Williams:

As you are aware, Calderwood & Harkness LLP serves as borrower's counsel to Ironhaven Data Centers LLC ("IHDC" or the "Borrower") in connection with the $950,000,000 Senior Secured Term Loan B Credit Agreement dated as of May 15, 2024 (as it may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, as Borrower, Ironhaven Frankfurt GmbH, as Co-Borrower, Ironhaven Holdings Inc. ("Holdings"), as Parent Guarantor, Crescent Harbor Bank, N.A. ("Crescent Harbor"), as Administrative Agent, Pinnacle Trust Company, N.A., as Collateral Agent, and the several banks, financial institutions, and other entities from time to time party thereto as Lenders (collectively, the "Lenders"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

The purpose of this memorandum is to transmit to you, and to each of the copy recipients listed above, the Certificates of Good Standing (and equivalent certificates of existence, as applicable) that we have obtained on behalf of each domestic Loan Party in satisfaction of the conditions precedent to the initial funding under the Credit Agreement. Pursuant to Article IV, Section 4.01(a)(vi) of the Credit Agreement, as a condition precedent to closing and initial borrowing on the anticipated Closing Date of June 3, 2024, the Borrower is required to deliver to the Administrative Agent a Certificate of Good Standing (or equivalent certificate) from (i) the Secretary of State (or other comparable governmental authority) of the jurisdiction of organization of each Loan Party, and (ii) each jurisdiction in which such Loan Party is qualified to transact business, in each case dated not more than thirty (30) days prior to the Closing Date.

We are pleased to confirm that the required certificates have been obtained and are enclosed herewith as described in further detail below. The original certificates are enclosed for delivery to the Administrative Agent, together with three (3) additional copies for the files of the Borrower, Agent's counsel, and the Collateral Agent, respectively.

I. Enclosed Certificates — Summary Schedule

Set forth below is a summary schedule of the Certificates of Good Standing enclosed with this transmittal memorandum. Each certificate is identified by reference to the applicable Loan Party entity, the issuing jurisdiction and governmental authority, the date of issuance, and the certificate type:

As reflected in the foregoing schedule, all three (3) certificates were obtained within thirty (30) days of the anticipated Closing Date of June 3, 2024. Accordingly, each certificate satisfies the freshness requirement set forth in Section 4.01(a)(vi) of the Credit Agreement and the related provisions of the Master Conditions Precedent Checklist circulated to the parties.

Please note that for each certificate listed above, we are transmitting the original certificate issued by the relevant governmental authority, together with three (3) conformed copies for the respective files of the Administrative Agent, Agent's counsel (Blackthorn & Sundial Software), and the Borrower. We respectfully request that the Administrative Agent retain the original certificates and distribute the copies in accordance with the closing mechanics agreed upon among the parties.

II. Ironhaven Data Centers LLC — Delaware Good Standing (Exhibit A-1)

The following information pertains to the Certificate of Good Standing obtained from the Delaware Secretary of State for Ironhaven Data Centers LLC, enclosed herewith as Exhibit A-1:

Full Legal Name: Ironhaven Data Centers LLC

Entity Type: Delaware limited liability company, formed pursuant to and governed by the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.

Registered Agent in Delaware: Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904

Federal Employer Identification Number (EIN): 84-3291057

Date of Formation: IHDC was originally formed by the filing of a Certificate of Formation with the Delaware Secretary of State. The enclosed Certificate of Good Standing confirms that IHDC was duly formed under the laws of the State of Delaware and is in good standing as of May 8, 2024.

Issuing Authority: Office of the Secretary of State of the State of Delaware, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901.

Status of Franchise Taxes and Annual Reports: We have confirmed with the Delaware Division of Corporations that all franchise taxes applicable to IHDC have been paid in full through the current tax year and that all annual reports and other required filings are current as of the date of the certificate. No deficiencies, delinquencies, or outstanding obligations were noted in connection with our request for the certificate.

The original Certificate of Good Standing, bearing the seal of the Delaware Secretary of State and file-stamped May 8, 2024, is enclosed as Exhibit A-1 to this memorandum, together with three (3) conformed copies.

III. Ironhaven Data Centers LLC — Virginia Good Standing (Exhibit A-2)

The following information pertains to the Certificate of Good Standing / Certificate of Existence obtained from the Virginia State Corporation Commission for Ironhaven Data Centers LLC, enclosed herewith as Exhibit A-2:

Qualification in Virginia: IHDC is duly qualified to transact business as a foreign limited liability company in the Commonwealth of Virginia, the jurisdiction in which IHDC's headquarters and principal place of business are located.

Principal Place of Business: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147. The Borrower's primary data center campus, known as "Ironhaven Ashburn I," is also situated in Loudoun County, Virginia, at 4500–4550 Dominion Ridge Boulevard. Loudoun County is a principal hub for data center operations in the United States, and the Ashburn I campus constitutes a material portion of the Borrower's operating asset base and collateral under the Credit Agreement.

Certificate Confirmation: The enclosed certificate confirms that Ironhaven Data Centers LLC is in good standing and holds a valid certificate of existence as a foreign limited liability company duly registered to transact business in the Commonwealth of Virginia, as of May 9, 2024.

Issuing Authority: Virginia State Corporation Commission, Tyler Building, 1300 East Main Street, Richmond, Virginia 23219.

Status of Registration Fees and Required Filings: We have confirmed that all annual registration fees required by the Virginia State Corporation Commission have been paid in full and that all required filings, including the annual report required under the Virginia Limited Liability Company Act (Va. Code § 13.1-1062 et seq.), are current as of the date of the certificate. No deficiencies or outstanding obligations were identified.

The original Certificate of Good Standing / Certificate of Existence, issued by the Virginia State Corporation Commission and dated May 9, 2024, is enclosed as Exhibit A-2 to this memorandum, together with three (3) conformed copies.

We note that, in addition to its qualification in Virginia, IHDC does not currently maintain foreign qualifications in any other state or jurisdiction. If the Administrative Agent or Agent's counsel requires a negative confirmation or officer's certificate to that effect, we are prepared to coordinate the delivery of such confirmation with IHDC's management.

IV. Ironhaven Holdings Inc. — Delaware Good Standing (Exhibit B)

The following information pertains to the Certificate of Good Standing obtained from the Delaware Secretary of State for Ironhaven Holdings Inc., enclosed herewith as Exhibit B:

Full Legal Name: Ironhaven Holdings Inc.

Entity Type: Delaware corporation, incorporated pursuant to and governed by the General Corporation Law of the State of Delaware, 8 Del. C. § 101 et seq.

Role in the Transaction: Holdings serves as the Parent Guarantor under the Credit Agreement. Holdings is the direct owner of 100% of the issued and outstanding membership interests of the Borrower and has executed the Guaranty Agreement in favor of the Administrative Agent and the Lenders.

Headquarters: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147 (same address as IHDC).

Federal Employer Identification Number (EIN): 84-3291044

Ownership Structure: Ironhaven Holdings Inc. is a wholly owned subsidiary of Thornfield Infrastructure Fund III, LP, a Delaware limited partnership and an affiliate of Thornfield Capital Partners, LP, having its principal office at 800 Park Avenue, 22nd Floor, New York, New York 10021. The organizational structure of Holdings and its relationship to the Borrower and the Thornfield fund family is described in greater detail in the Structure Chart delivered to the Administrative Agent pursuant to Section 4.01(a)(ii) of the Credit Agreement.

Certificate Confirmation: The enclosed Certificate of Good Standing confirms that Ironhaven Holdings Inc. was duly incorporated under the laws of the State of Delaware and is in good standing as of May 8, 2024.

Issuing Authority: Office of the Secretary of State of the State of Delaware, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901.

Status of Franchise Taxes and Annual Reports: We have confirmed with the Delaware Division of Corporations that all franchise taxes applicable to Holdings have been paid in full through the current tax year and that all annual reports and other required filings are current as of the date of the certificate. No deficiencies, delinquencies, or outstanding obligations were noted.

The original Certificate of Good Standing, bearing the seal of the Delaware Secretary of State and file-stamped May 8, 2024, is enclosed as Exhibit B to this memorandum, together with three (3) conformed copies.

We note for the record that Holdings is not currently qualified to transact business as a foreign corporation in any jurisdiction other than its state of incorporation (Delaware). Holdings' activities are limited to its role as the holding company parent of IHDC and, accordingly, Holdings does not independently conduct business operations that would require foreign qualification in Virginia or any other state. If the Administrative Agent or Agent's counsel requires further confirmation of this status, we will coordinate with Holdings' officers to provide an appropriate officer's certificate.

V. Note Regarding Ironhaven Frankfurt GmbH (German Subsidiary / Co-Borrower)

The parties should note that Ironhaven Frankfurt GmbH (the "German Co-Borrower"), a limited liability company (Gesellschaft mit beschränkter Haftung) organized and existing under the laws of the Federal Republic of Germany, is not subject to a "good standing" certificate in the manner customary under the laws of the various States of the United States. Accordingly, no U.S.-style Certificate of Good Standing is enclosed for the German Co-Borrower in this transmittal.

The relevant organizational and status details for the German Co-Borrower are as follows:

Full Legal Name: Ironhaven Frankfurt GmbH

Registered Office: Hanauer Landstraße 188, 60314 Frankfurt am Main, Federal Republic of Germany

Commercial Register: Registered with the Amtsgericht (Local Court) Frankfurt am Main under registration number HRB 129457

Managing Directors (*Geschäftsführer*): Marcus Delaine and Katarina Bremer

German Tax Identification Number (*Steuernummer*): 045/127/98321

VAT Identification Number (*USt-IdNr.*): DE347891205 — confirmed current and active with the Bundeszentralamt für Steuern (Federal Central Tax Office)

In lieu of a U.S.-style good standing certificate, equivalent documentation has been obtained for the German Co-Borrower and is being transmitted under separate cover by the Borrower's German local counsel. Specifically, the following documents have been procured or are in the process of being finalized:

1. A current Handelsregisterauszug (Commercial Register excerpt) from the Amtsgericht Frankfurt am Main confirming the HRB 129457 registration, the current managing directors (Marcus Delaine and Katarina Bremer), the registered share capital, and the absence of any insolvency proceedings or dissolution entries; and

2. Confirmation of proper and current filing with the German Transparenzregister (Transparency Register) maintained pursuant to the Geldwäschegesetz (German Anti-Money Laundering Act), reflecting the ultimate beneficial ownership structure.

These German organizational documents and related certifications are being coordinated by the Borrower's German local counsel, Wendt Falkenberg Rechtsanwälte PartG mbB (contact attorneys: Dr. Lukas Wendt and Julia Falkenberg), Mainzer Landstraße 46, 60325 Frankfurt am Main, Federal Republic of Germany. A separate transmittal memorandum from Wendt Falkenberg addressing the Handelsregisterauszug and Transparenzregister filing will be circulated to all parties in advance of the Closing Date. We understand that Wendt Falkenberg anticipates delivering these documents no later than May 24, 2024.

We have independently confirmed that the German Tax Identification Number (Steuernummer 045/127/98321) and VAT Identification Number (USt-IdNr. DE347891205) are current and active as of the date of this memorandum. If the Administrative Agent or Agent's counsel requires additional certifications or apostilled copies of the German organizational documents, we ask that such requests be directed to our attention so that we may coordinate with Wendt Falkenberg in a timely manner.

VI. Confirmation of Good Standing Status

Based upon our review of the enclosed certificates, our independent verification with the relevant governmental authorities, and our due diligence conducted in connection with the preparation of closing deliverables under the Credit Agreement, Calderwood & Harkness LLP hereby confirms the following:

(a) Ironhaven Data Centers LLC is duly formed, validly existing, and in good standing as a limited liability company under the laws of the State of Delaware, its jurisdiction of organization;

(b) Ironhaven Data Centers LLC is duly qualified to transact business and is in good standing as a foreign limited liability company in the Commonwealth of Virginia, its principal jurisdiction of operations and the location of its headquarters and primary data center campus;

(c) Ironhaven Holdings Inc. is duly incorporated, validly existing, and in good standing as a corporation under the laws of the State of Delaware, its jurisdiction of incorporation; and

(d) Each of the foregoing domestic Loan Parties has paid all franchise taxes, annual report fees, and registration fees required by the applicable governmental authorities and has made all required filings as of the respective dates of the enclosed certificates.

The certificates enclosed herewith satisfy the conditions precedent set forth in Section 4.01(a)(vi) of the Credit Agreement with respect to the delivery of good standing certificates for each domestic Loan Party prior to the Closing Date of June 3, 2024.

We further note that these certificates will be relied upon by Calderwood & Harkness LLP in connection with the preparation and delivery of the legal opinions required to be delivered at closing pursuant to Section 4.01(a)(v) of the Credit Agreement, specifically: (i) the New York and Delaware law opinion of Calderwood & Harkness LLP, addressing, among other matters, the due organization, valid existence, and good standing of IHDC and Holdings under Delaware law, and the due authorization, execution, and enforceability of the Loan Documents under New York law; and (ii) the Virginia law opinion of Calderwood & Harkness LLP (to be delivered in coordination with our Richmond, Virginia office), addressing, among other matters, the due qualification and good standing of IHDC in the Commonwealth of Virginia. The enclosed certificates provide a factual basis for certain of the statements and confirmations to be set forth in such opinions.

VII. Conditions Precedent Checklist Cross-Reference

The delivery of the good standing certificates described herein has been recorded on the Master Conditions Precedent Checklist (the "CP Checklist") maintained by Calderwood & Harkness LLP in connection with the closing of the Credit Agreement. The final version of the CP Checklist will be dated as of the Closing Date, June 3, 2024, and will be circulated to all parties and their respective counsel in connection with closing.

The specific line items on the CP Checklist that are addressed by this transmittal are as follows:

• CP Item 6(a): Certificate of Good Standing — Borrower (jurisdiction of organization) — Satisfied (Exhibit A-1)

• CP Item 6(b): Certificate of Good Standing — Borrower (jurisdiction of qualification) — Satisfied (Exhibit A-2)

• CP Item 6(c): Certificate of Good Standing — Parent Guarantor (jurisdiction of organization) — Satisfied (Exhibit B)

• CP Item 6(d): Equivalent organizational documentation — Co-Borrower (Germany) — Pending; to be delivered under separate cover by Wendt Falkenberg Rechtsanwälte PartG mbB

We respectfully request that the Administrative Agent (Crescent Harbor Bank, N.A.) and Agent's counsel (Blackthorn & Sundial Software) promptly confirm receipt of the enclosed certificates and advise whether the certificates are satisfactory for purposes of the conditions precedent under the Credit Agreement. To the extent that any additional documentation, certifications, or supplemental information is required, we ask that such requests be communicated to our office at the earliest practicable date so that we may address them in advance of the Closing Date.

For reference, the Closing Agenda for the Credit Agreement reflects a signing date of May 15, 2024, and a Closing Date of June 3, 2024. The enclosed good standing certificates are among the deliverables identified on the Closing Agenda for pre-closing distribution to the Administrative Agent and Agent's counsel, and we confirm that this transmittal is being made in accordance with the agreed-upon closing timeline.

VIII. Request for Confirmation and Next Steps

We respectfully request that each of the following parties provide written confirmation of receipt of this transmittal memorandum and the enclosed certificates at their earliest convenience:

(a) Jonathan Pryce-Williams, General Counsel & Secretary, Ironhaven Data Centers LLC;

(b) Catherine Ellsworth, Partner, Blackthorn & Sundial Software (Agent's Counsel); and

(c) Thomas Beckett, Vice President, Loan Operations & Agency Services, Crescent Harbor Bank, N.A. (Administrative Agent).

Confirmation may be provided by reply email to the undersigned or to any of the contacts listed below. We would appreciate receiving such confirmations by no later than May 17, 2024, so that we may update the CP Checklist and Closing Agenda accordingly.

We further note that, in the event the Closing Date is delayed beyond June 3, 2024, and any of the enclosed certificates would, as a result of such delay, fall outside the thirty (30)-day customary freshness period specified in Section 4.01(a)(vi) of the Credit Agreement, Calderwood & Harkness LLP will undertake to obtain refreshed or updated certificates from the relevant governmental authorities in advance of the rescheduled Closing Date. We will monitor the closing timeline and coordinate with the Borrower and the Administrative Agent to ensure that the good standing certificates remain compliant with the Credit Agreement at all times.

Should you have any questions regarding this transmittal or the enclosed certificates, or should you require any additional information, please do not hesitate to contact the following members of the Calderwood & Harkness deal team:

Daniel Obi, Lead Associate Calderwood & Harkness LLP Direct: (212) 558-4237

Email: daniel.obi@calderwoodharkness.com

Lisa Morrow, Working Associate Calderwood & Harkness LLP Direct: (212) 558-4315

Email: lisa.morrow@calderwoodharkness.com

We appreciate your prompt attention to this matter and look forward to a smooth and efficient closing process.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Daniel Obi Associate Calderwood & Harkness LLP 125 Broad Street New York, New York 10004

Approved by and transmitted on behalf of:

________________________________________

Stephanie Okafor Partner Calderwood & Harkness LLP 125 Broad Street New York, New York 10004

Enclosures

The following documents are enclosed with this transmittal memorandum:

Exhibit A-1: Certificate of Good Standing — Ironhaven Data Centers LLC, issued by the Delaware Secretary of State, dated May 8, 2024. (Original and three (3) conformed copies enclosed.)

Exhibit A-2: Certificate of Good Standing / Certificate of Existence — Ironhaven Data Centers LLC, issued by the Virginia State Corporation Commission, dated May 9, 2024. (Original and three (3) conformed copies enclosed.)

Exhibit B: Certificate of Good Standing — Ironhaven Holdings Inc., issued by the Delaware Secretary of State, dated May 8, 2024. (Original and three (3) conformed copies enclosed.)

This transmittal memorandum and the enclosed certificates are confidential and are intended solely for the use of the addressees and copy recipients identified herein. Distribution of this memorandum or the enclosed certificates to any other person or entity without the prior written consent of Calderwood & Harkness LLP and Ironhaven Data Centers LLC is strictly prohibited. This memorandum does not constitute a legal opinion of Calderwood & Harkness LLP. Legal opinions to be delivered in connection with the closing of the Credit Agreement will be issued separately in accordance with Section 4.01(a)(v) of the Credit Agreement.

No.	Entity	Jurisdiction	Issuing Authority	Certificate Date	Certificate Type
1	Ironhaven Data Centers LLC	Delaware	Delaware Secretary of State	May 8, 2024	Certificate of Good Standing
2	Ironhaven Data Centers LLC	Virginia	Virginia State Corporation Commission	May 9, 2024	Certificate of Good Standing / Certificate of Existence
3	Ironhaven Holdings Inc.	Delaware	Delaware Secretary of State	May 8, 2024	Certificate of Good Standing

CALDERWOOD & HARKNESS LLP Attorneys at Law
125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
May 10, 2024
Via Email and Hand Delivery
Jonathan Pryce-Williams, Esq. General Counsel & Secretary Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
cc: Natasha Greenfeld, Vice President, Treasury & Capital Markets, Ironhaven Data Centers LLC, 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147
cc: Catherine Ellsworth, Esq., Partner, Blackthorn & Sundial Software, 51 West 52nd Street, New York, New York 10019 (Agent's Counsel)
cc: Thomas Beckett, Vice President, Loan Operations & Agency Services, Crescent Harbor Bank, N.A., 1200 Harbor Point Drive, Charlotte, North Carolina 28202
Re: Ironhaven Data Centers LLC — $950,000,000 Senior Secured Term Loan B Credit Agreement Good Standing Certificates — Transmittal of Certificates for Loan Parties Calderwood & Harkness Matter No. 1043-00001 Crescent Harbor Deal Reference: CHB-LF-2024-0287
Dear Mr. Pryce-Williams:
As you are aware, Calderwood & Harkness LLP serves as borrower's counsel to Ironhaven Data Centers LLC ("IHDC" or the "Borrower") in connection with the $950,000,000 Senior Secured Term Loan B Credit Agreement dated as of May 15, 2024 (as it may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, as Borrower, Ironhaven Frankfurt GmbH, as Co-Borrower, Ironhaven Holdings Inc. ("Holdings"), as Parent Guarantor, Crescent Harbor Bank, N.A. ("Crescent Harbor"), as Administrative Agent, Pinnacle Trust Company, N.A., as Collateral Agent, and the several banks, financial institutions, and other entities from time to time party thereto as Lenders (collectively, the "Lenders"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
The purpose of this memorandum is to transmit to you, and to each of the copy recipients listed above, the Certificates of Good Standing (and equivalent certificates of existence, as applicable) that we have obtained on behalf of each domestic Loan Party in satisfaction of the conditions precedent to the initial funding under the Credit Agreement. Pursuant to Article IV, Section 4.01(a)(vi) of the Credit Agreement, as a condition precedent to closing and initial borrowing on the anticipated Closing Date of June 3, 2024, the Borrower is required to deliver to the Administrative Agent a Certificate of Good Standing (or equivalent certificate) from (i) the Secretary of State (or other comparable governmental authority) of the jurisdiction of organization of each Loan Party, and (ii) each jurisdiction in which such Loan Party is qualified to transact business, in each case dated not more than thirty (30) days prior to the Closing Date.
We are pleased to confirm that the required certificates have been obtained and are enclosed herewith as described in further detail below. The original certificates are enclosed for delivery to the Administrative Agent, together with three (3) additional copies for the files of the Borrower, Agent's counsel, and the Collateral Agent, respectively.
I. Enclosed Certificates — Summary Schedule
Set forth below is a summary schedule of the Certificates of Good Standing enclosed with this transmittal memorandum. Each certificate is identified by reference to the applicable Loan Party entity, the issuing jurisdiction and governmental authority, the date of issuance, and the certificate type:
As reflected in the foregoing schedule, all three (3) certificates were obtained within thirty (30) days of the anticipated Closing Date of June 3, 2024. Accordingly, each certificate satisfies the freshness requirement set forth in Section 4.01(a)(vi) of the Credit Agreement and the related provisions of the Master Conditions Precedent Checklist circulated to the parties.
Please note that for each certificate listed above, we are transmitting the original certificate issued by the relevant governmental authority, together with three (3) conformed copies for the respective files of the Administrative Agent, Agent's counsel (Blackthorn & Sundial Software), and the Borrower. We respectfully request that the Administrative Agent retain the original certificates and distribute the copies in accordance with the closing mechanics agreed upon among the parties.
II. Ironhaven Data Centers LLC — Delaware Good Standing (Exhibit A-1)
The following information pertains to the Certificate of Good Standing obtained from the Delaware Secretary of State for Ironhaven Data Centers LLC, enclosed herewith as Exhibit A-1:
Full Legal Name: Ironhaven Data Centers LLC
Entity Type: Delaware limited liability company, formed pursuant to and governed by the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.
Registered Agent in Delaware: Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904
Federal Employer Identification Number (EIN): 84-3291057
Date of Formation: IHDC was originally formed by the filing of a Certificate of Formation with the Delaware Secretary of State. The enclosed Certificate of Good Standing confirms that IHDC was duly formed under the laws of the State of Delaware and is in good standing as of May 8, 2024.
Issuing Authority: Office of the Secretary of State of the State of Delaware, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901.
Status of Franchise Taxes and Annual Reports: We have confirmed with the Delaware Division of Corporations that all franchise taxes applicable to IHDC have been paid in full through the current tax year and that all annual reports and other required filings are current as of the date of the certificate. No deficiencies, delinquencies, or outstanding obligations were noted in connection with our request for the certificate.
The original Certificate of Good Standing, bearing the seal of the Delaware Secretary of State and file-stamped May 8, 2024, is enclosed as Exhibit A-1 to this memorandum, together with three (3) conformed copies.
III. Ironhaven Data Centers LLC — Virginia Good Standing (Exhibit A-2)
The following information pertains to the Certificate of Good Standing / Certificate of Existence obtained from the Virginia State Corporation Commission for Ironhaven Data Centers LLC, enclosed herewith as Exhibit A-2:
Qualification in Virginia: IHDC is duly qualified to transact business as a foreign limited liability company in the Commonwealth of Virginia, the jurisdiction in which IHDC's headquarters and principal place of business are located.
Principal Place of Business: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147. The Borrower's primary data center campus, known as "Ironhaven Ashburn I," is also situated in Loudoun County, Virginia, at 4500–4550 Dominion Ridge Boulevard. Loudoun County is a principal hub for data center operations in the United States, and the Ashburn I campus constitutes a material portion of the Borrower's operating asset base and collateral under the Credit Agreement.
Certificate Confirmation: The enclosed certificate confirms that Ironhaven Data Centers LLC is in good standing and holds a valid certificate of existence as a foreign limited liability company duly registered to transact business in the Commonwealth of Virginia, as of May 9, 2024.
Issuing Authority: Virginia State Corporation Commission, Tyler Building, 1300 East Main Street, Richmond, Virginia 23219.
Status of Registration Fees and Required Filings: We have confirmed that all annual registration fees required by the Virginia State Corporation Commission have been paid in full and that all required filings, including the annual report required under the Virginia Limited Liability Company Act (Va. Code § 13.1-1062 et seq.), are current as of the date of the certificate. No deficiencies or outstanding obligations were identified.
The original Certificate of Good Standing / Certificate of Existence, issued by the Virginia State Corporation Commission and dated May 9, 2024, is enclosed as Exhibit A-2 to this memorandum, together with three (3) conformed copies.
We note that, in addition to its qualification in Virginia, IHDC does not currently maintain foreign qualifications in any other state or jurisdiction. If the Administrative Agent or Agent's counsel requires a negative confirmation or officer's certificate to that effect, we are prepared to coordinate the delivery of such confirmation with IHDC's management.
IV. Ironhaven Holdings Inc. — Delaware Good Standing (Exhibit B)
The following information pertains to the Certificate of Good Standing obtained from the Delaware Secretary of State for Ironhaven Holdings Inc., enclosed herewith as Exhibit B:
Full Legal Name: Ironhaven Holdings Inc.
Entity Type: Delaware corporation, incorporated pursuant to and governed by the General Corporation Law of the State of Delaware, 8 Del. C. § 101 et seq.
Role in the Transaction: Holdings serves as the Parent Guarantor under the Credit Agreement. Holdings is the direct owner of 100% of the issued and outstanding membership interests of the Borrower and has executed the Guaranty Agreement in favor of the Administrative Agent and the Lenders.
Headquarters: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147 (same address as IHDC).
Federal Employer Identification Number (EIN): 84-3291044
Ownership Structure: Ironhaven Holdings Inc. is a wholly owned subsidiary of Thornfield Infrastructure Fund III, LP, a Delaware limited partnership and an affiliate of Thornfield Capital Partners, LP, having its principal office at 800 Park Avenue, 22nd Floor, New York, New York 10021. The organizational structure of Holdings and its relationship to the Borrower and the Thornfield fund family is described in greater detail in the Structure Chart delivered to the Administrative Agent pursuant to Section 4.01(a)(ii) of the Credit Agreement.
Certificate Confirmation: The enclosed Certificate of Good Standing confirms that Ironhaven Holdings Inc. was duly incorporated under the laws of the State of Delaware and is in good standing as of May 8, 2024.
Issuing Authority: Office of the Secretary of State of the State of Delaware, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901.
Status of Franchise Taxes and Annual Reports: We have confirmed with the Delaware Division of Corporations that all franchise taxes applicable to Holdings have been paid in full through the current tax year and that all annual reports and other required filings are current as of the date of the certificate. No deficiencies, delinquencies, or outstanding obligations were noted.
The original Certificate of Good Standing, bearing the seal of the Delaware Secretary of State and file-stamped May 8, 2024, is enclosed as Exhibit B to this memorandum, together with three (3) conformed copies.
We note for the record that Holdings is not currently qualified to transact business as a foreign corporation in any jurisdiction other than its state of incorporation (Delaware). Holdings' activities are limited to its role as the holding company parent of IHDC and, accordingly, Holdings does not independently conduct business operations that would require foreign qualification in Virginia or any other state. If the Administrative Agent or Agent's counsel requires further confirmation of this status, we will coordinate with Holdings' officers to provide an appropriate officer's certificate.
V. Note Regarding Ironhaven Frankfurt GmbH (German Subsidiary / Co-Borrower)
The parties should note that Ironhaven Frankfurt GmbH (the "German Co-Borrower"), a limited liability company (Gesellschaft mit beschränkter Haftung) organized and existing under the laws of the Federal Republic of Germany, is not subject to a "good standing" certificate in the manner customary under the laws of the various States of the United States. Accordingly, no U.S.-style Certificate of Good Standing is enclosed for the German Co-Borrower in this transmittal.
The relevant organizational and status details for the German Co-Borrower are as follows:
Full Legal Name: Ironhaven Frankfurt GmbH
Registered Office: Hanauer Landstraße 188, 60314 Frankfurt am Main, Federal Republic of Germany
Commercial Register: Registered with the Amtsgericht (Local Court) Frankfurt am Main under registration number HRB 129457
Managing Directors (*Geschäftsführer*): Marcus Delaine and Katarina Bremer
German Tax Identification Number (*Steuernummer*): 045/127/98321
VAT Identification Number (*USt-IdNr.*): DE347891205 — confirmed current and active with the Bundeszentralamt für Steuern (Federal Central Tax Office)
In lieu of a U.S.-style good standing certificate, equivalent documentation has been obtained for the German Co-Borrower and is being transmitted under separate cover by the Borrower's German local counsel. Specifically, the following documents have been procured or are in the process of being finalized:
1.  A current Handelsregisterauszug (Commercial Register excerpt) from the Amtsgericht Frankfurt am Main confirming the HRB 129457 registration, the current managing directors (Marcus Delaine and Katarina Bremer), the registered share capital, and the absence of any insolvency proceedings or dissolution entries; and
2.  Confirmation of proper and current filing with the German Transparenzregister (Transparency Register) maintained pursuant to the Geldwäschegesetz (German Anti-Money Laundering Act), reflecting the ultimate beneficial ownership structure.
These German organizational documents and related certifications are being coordinated by the Borrower's German local counsel, Wendt Falkenberg Rechtsanwälte PartG mbB (contact attorneys: Dr. Lukas Wendt and Julia Falkenberg), Mainzer Landstraße 46, 60325 Frankfurt am Main, Federal Republic of Germany. A separate transmittal memorandum from Wendt Falkenberg addressing the Handelsregisterauszug and Transparenzregister filing will be circulated to all parties in advance of the Closing Date. We understand that Wendt Falkenberg anticipates delivering these documents no later than May 24, 2024.
We have independently confirmed that the German Tax Identification Number (Steuernummer 045/127/98321) and VAT Identification Number (USt-IdNr. DE347891205) are current and active as of the date of this memorandum. If the Administrative Agent or Agent's counsel requires additional certifications or apostilled copies of the German organizational documents, we ask that such requests be directed to our attention so that we may coordinate with Wendt Falkenberg in a timely manner.
VI. Confirmation of Good Standing Status
Based upon our review of the enclosed certificates, our independent verification with the relevant governmental authorities, and our due diligence conducted in connection with the preparation of closing deliverables under the Credit Agreement, Calderwood & Harkness LLP hereby confirms the following:
(a) Ironhaven Data Centers LLC is duly formed, validly existing, and in good standing as a limited liability company under the laws of the State of Delaware, its jurisdiction of organization;
(b) Ironhaven Data Centers LLC is duly qualified to transact business and is in good standing as a foreign limited liability company in the Commonwealth of Virginia, its principal jurisdiction of operations and the location of its headquarters and primary data center campus;
(c) Ironhaven Holdings Inc. is duly incorporated, validly existing, and in good standing as a corporation under the laws of the State of Delaware, its jurisdiction of incorporation; and
(d) Each of the foregoing domestic Loan Parties has paid all franchise taxes, annual report fees, and registration fees required by the applicable governmental authorities and has made all required filings as of the respective dates of the enclosed certificates.
The certificates enclosed herewith satisfy the conditions precedent set forth in Section 4.01(a)(vi) of the Credit Agreement with respect to the delivery of good standing certificates for each domestic Loan Party prior to the Closing Date of June 3, 2024.
We further note that these certificates will be relied upon by Calderwood & Harkness LLP in connection with the preparation and delivery of the legal opinions required to be delivered at closing pursuant to Section 4.01(a)(v) of the Credit Agreement, specifically: (i) the New York and Delaware law opinion of Calderwood & Harkness LLP, addressing, among other matters, the due organization, valid existence, and good standing of IHDC and Holdings under Delaware law, and the due authorization, execution, and enforceability of the Loan Documents under New York law; and (ii) the Virginia law opinion of Calderwood & Harkness LLP (to be delivered in coordination with our Richmond, Virginia office), addressing, among other matters, the due qualification and good standing of IHDC in the Commonwealth of Virginia. The enclosed certificates provide a factual basis for certain of the statements and confirmations to be set forth in such opinions.
VII. Conditions Precedent Checklist Cross-Reference
The delivery of the good standing certificates described herein has been recorded on the Master Conditions Precedent Checklist (the "CP Checklist") maintained by Calderwood & Harkness LLP in connection with the closing of the Credit Agreement. The final version of the CP Checklist will be dated as of the Closing Date, June 3, 2024, and will be circulated to all parties and their respective counsel in connection with closing.
The specific line items on the CP Checklist that are addressed by this transmittal are as follows:
•  CP Item 6(a): Certificate of Good Standing — Borrower (jurisdiction of organization) — Satisfied (Exhibit A-1)
•  CP Item 6(b): Certificate of Good Standing — Borrower (jurisdiction of qualification) — Satisfied (Exhibit A-2)
•  CP Item 6(c): Certificate of Good Standing — Parent Guarantor (jurisdiction of organization) — Satisfied (Exhibit B)
•  CP Item 6(d): Equivalent organizational documentation — Co-Borrower (Germany) — Pending; to be delivered under separate cover by Wendt Falkenberg Rechtsanwälte PartG mbB
We respectfully request that the Administrative Agent (Crescent Harbor Bank, N.A.) and Agent's counsel (Blackthorn & Sundial Software) promptly confirm receipt of the enclosed certificates and advise whether the certificates are satisfactory for purposes of the conditions precedent under the Credit Agreement. To the extent that any additional documentation, certifications, or supplemental information is required, we ask that such requests be communicated to our office at the earliest practicable date so that we may address them in advance of the Closing Date.
For reference, the Closing Agenda for the Credit Agreement reflects a signing date of May 15, 2024, and a Closing Date of June 3, 2024. The enclosed good standing certificates are among the deliverables identified on the Closing Agenda for pre-closing distribution to the Administrative Agent and Agent's counsel, and we confirm that this transmittal is being made in accordance with the agreed-upon closing timeline.
VIII. Request for Confirmation and Next Steps
We respectfully request that each of the following parties provide written confirmation of receipt of this transmittal memorandum and the enclosed certificates at their earliest convenience:
(a) Jonathan Pryce-Williams, General Counsel & Secretary, Ironhaven Data Centers LLC;
(b) Catherine Ellsworth, Partner, Blackthorn & Sundial Software (Agent's Counsel); and
(c) Thomas Beckett, Vice President, Loan Operations & Agency Services, Crescent Harbor Bank, N.A. (Administrative Agent).
Confirmation may be provided by reply email to the undersigned or to any of the contacts listed below. We would appreciate receiving such confirmations by no later than May 17, 2024, so that we may update the CP Checklist and Closing Agenda accordingly.
We further note that, in the event the Closing Date is delayed beyond June 3, 2024, and any of the enclosed certificates would, as a result of such delay, fall outside the thirty (30)-day customary freshness period specified in Section 4.01(a)(vi) of the Credit Agreement, Calderwood & Harkness LLP will undertake to obtain refreshed or updated certificates from the relevant governmental authorities in advance of the rescheduled Closing Date. We will monitor the closing timeline and coordinate with the Borrower and the Administrative Agent to ensure that the good standing certificates remain compliant with the Credit Agreement at all times.
Should you have any questions regarding this transmittal or the enclosed certificates, or should you require any additional information, please do not hesitate to contact the following members of the Calderwood & Harkness deal team:
Daniel Obi, Lead Associate Calderwood & Harkness LLP Direct: (212) 558-4237
Email: daniel.obi@calderwoodharkness.com
Lisa Morrow, Working Associate Calderwood & Harkness LLP Direct: (212) 558-4315
Email: lisa.morrow@calderwoodharkness.com
We appreciate your prompt attention to this matter and look forward to a smooth and efficient closing process.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Daniel Obi Associate Calderwood & Harkness LLP 125 Broad Street New York, New York 10004
Approved by and transmitted on behalf of:
________________________________________
Stephanie Okafor Partner Calderwood & Harkness LLP 125 Broad Street New York, New York 10004
Enclosures
The following documents are enclosed with this transmittal memorandum:
Exhibit A-1: Certificate of Good Standing — Ironhaven Data Centers LLC, issued by the Delaware Secretary of State, dated May 8, 2024. (Original and three (3) conformed copies enclosed.)
Exhibit A-2: Certificate of Good Standing / Certificate of Existence — Ironhaven Data Centers LLC, issued by the Virginia State Corporation Commission, dated May 9, 2024. (Original and three (3) conformed copies enclosed.)
Exhibit B: Certificate of Good Standing — Ironhaven Holdings Inc., issued by the Delaware Secretary of State, dated May 8, 2024. (Original and three (3) conformed copies enclosed.)
This transmittal memorandum and the enclosed certificates are confidential and are intended solely for the use of the addressees and copy recipients identified herein. Distribution of this memorandum or the enclosed certificates to any other person or entity without the prior written consent of Calderwood & Harkness LLP and Ironhaven Data Centers LLC is strictly prohibited. This memorandum does not constitute a legal opinion of Calderwood & Harkness LLP. Legal opinions to be delivered in connection with the closing of the Credit Agreement will be issued separately in accordance with Section 4.01(a)(v) of the Credit Agreement.
No. | Entity | Jurisdiction | Issuing Authority | Certificate Date | Certificate Type
1 | Ironhaven Data Centers LLC | Delaware | Delaware Secretary of State | May 8, 2024 | Certificate of Good Standing
2 | Ironhaven Data Centers LLC | Virginia | Virginia State Corporation Commission | May 9, 2024 | Certificate of Good Standing / Certificate of Existence
3 | Ironhaven Holdings Inc. | Delaware | Delaware Secretary of State | May 8, 2024 | Certificate of Good Standing

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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