lien-search-results-summary.docx

1043-00001 · Ironhaven Holdings · Diligence

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

SUMMARY AND ANALYSIS OF LIEN AND JUDGMENT SEARCH RESULTS

CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED

May 8, 2024

This memorandum constitutes attorney work product and is protected by the attorney-client privilege. It has been prepared solely for the internal use of Calderwood & Harkness LLP and for delivery to the Administrative Agent, the Collateral Agent, and Lenders' Counsel in connection with the above-referenced transaction. This memorandum should not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP.

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I. Purpose and Scope of Memorandum

A. Purpose

The purpose of this memorandum is to summarize and analyze the results of Uniform Commercial Code ("UCC") financing statement searches, federal tax lien searches, state tax lien searches, and judgment and litigation searches conducted against the Loan Parties in connection with the $950,000,000 Senior Secured Term Loan B Credit Agreement (the "Credit Agreement"), dated as of May 15, 2024, among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower" or "IHDC"), Ironhaven Frankfurt GmbH, a German limited liability company organized under the laws of the Federal Republic of Germany (the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor" or "Holdings" and, together with the Borrower, the "Loan Parties"), Crescent Harbor Bank, N.A. (in its capacity as Administrative Agent), Pinnacle Trust Company, N.A. (in its capacity as Collateral Agent), and the several financial institutions from time to time party thereto as Lenders (collectively, the "Lenders"). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Credit Agreement.

B. Context

These searches were conducted as a condition precedent to the closing and initial funding of the Credit Facility, which is currently scheduled for June 3, 2024 (the "Closing Date"). The results of these searches are necessary to confirm that, upon the completion of all closing and post-closing actions described herein, the Collateral Agent will receive first-priority perfected security interests and liens on the personal property collateral package as described in the US Pledge and Security Agreement, the Equity Interest Pledge Agreement, the Deposit Account Control Agreements, the intellectual Property Security Agreement, and the related Collateral Documents. These search results will also form the basis for the legal opinion letter on perfection of security interests to be delivered by Calderwood & Harkness LLP on the Closing Date.

C. Scope of Searches

The following categories of searches were conducted in connection with this memorandum:

(a) UCC financing statement searches in the applicable jurisdictions of organization and chief executive office for each Loan Party, as well as precautionary searches in jurisdictions of potential operational nexus;

(b) Federal tax lien searches in the jurisdictions of organization and principal place of business for each Loan Party;

(c) State tax lien searches in the jurisdictions of organization, principal place of business, and other relevant jurisdictions for each Loan Party; and

(d) Judgment and litigation searches in the applicable federal and state courts in jurisdictions relevant to the Loan Parties' operations and organizational structure.

D. Loan Parties Searched

The following entities were the subject of the searches described herein:

(i) Ironhaven Data Centers LLC, a Delaware limited liability company (EIN: 84-3291057), the Borrower under the Credit Agreement; and

(ii) Ironhaven Holdings Inc., a Delaware corporation (EIN: 84-3291044), the Parent Guarantor under the Credit Agreement.

E. Limitations on Scope — German-Law Searches

It should be noted that German-law lien searches relating to the Co-Borrower, Ironhaven Frankfurt GmbH, including but not limited to Grundbuch (land register) searches, movable asset register searches, Handelsregister (commercial register) searches, and related investigations, are being addressed separately by Wendt Falkenberg Rechtsanwälte PartG mbB (Dr. Lukas Wendt and Julia Falkenberg, Frankfurt am Main) and are entirely outside the scope of this memorandum. A separate memorandum addressing the German-law search results will be prepared and delivered by Wendt Falkenberg Rechtsanwälte PartG mbB directly to Lenders' Counsel and the Administrative Agent.

F. Limitations on Scope — Real Property Title Searches

Real property title searches for the Borrower's Virginia campus located at 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147 (the "Virginia Campus" or "Ironhaven Ashburn I") are addressed in the title insurance commitment and ALTA owner's and lender's title insurance policy issued by Keystone Title Guaranty Company (Raymond Hobbs, Vice President, National Commercial Services). This memorandum covers personal property UCC searches, fixture filing searches, federal and state tax lien searches, and judgment and litigation searches only. Any matters relating to the state of the real property title, encumbrances of record against the Virginia Campus, or the sufficiency of the title insurance coverage should be reviewed in consultation with the title insurance commitment and the accompanying title review memorandum prepared by Calderwood & Harkness's Real Estate practice group.

II. Search Methodology

A. Search Entities and Variations

1. Ironhaven Data Centers LLC

Searches were conducted against Ironhaven Data Centers LLC under its exact legal name as reflected in the Delaware Secretary of State's records, as well as the following variations and potential misspellings designed to capture any filings made under alternate or erroneous names:

• "Ironhaven Data Centers LLC" (exact legal name)

• "Ironhaven Data Centers"

• "Iron Haven Data Centers LLC"

• "Iron Haven Data Centers"

• "IHDC LLC"

• "IHDC"

• "Iron-Haven Data Centers LLC"

• "Ironhaven Datacenters LLC"

• "Ironhaven Data Centre LLC"

• Common misspellings and transpositions thereof

The registered agent address on file for Ironhaven Data Centers LLC with the Delaware Secretary of State is: Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The headquarters and chief executive office address for Ironhaven Data Centers LLC is: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147.

2. Ironhaven Holdings Inc.

Searches were conducted against Ironhaven Holdings Inc. under its exact legal name as reflected in the Delaware Secretary of State's records, as well as the following variations and potential misspellings:

• "Ironhaven Holdings Inc." (exact legal name)

• "Ironhaven Holdings"

• "Iron Haven Holdings Inc."

• "Iron Haven Holdings"

• "Ironhaven Holdings, Inc."

• "IHDC Holdings Inc."

• Common misspellings and transpositions thereof

The registered agent address on file for Ironhaven Holdings Inc. with the Delaware Secretary of State is: Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The headquarters and chief executive office address for Ironhaven Holdings Inc. is: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147.

B. Jurisdictions Searched

Searches were conducted in the following jurisdictions, which were selected based on the organizational jurisdiction of each Loan Party, the location of each Loan Party's chief executive office, the location of the Borrower's principal real property assets, and the potential operational nexus of the Loan Parties and their sponsor to additional jurisdictions:

1. Delaware. The Delaware Secretary of State was searched as the UCC filing office for both Loan Parties, as both Ironhaven Data Centers LLC and Ironhaven Holdings Inc. are organized under the laws of the State of Delaware. Under Article 9 of the Uniform Commercial Code, the law of the jurisdiction of organization of a registered organization governs perfection by filing of security interests in personal property (other than as-extracted collateral, timber to be cut, and goods covered by a certificate of title). Accordingly, Delaware is the primary filing jurisdiction for the personal property collateral.

2. Virginia. The Virginia State Corporation Commission was searched for UCC filings, and the Loudoun County Circuit Court Clerk was searched for fixture filings, judgment liens, and real property-related filings. Virginia is the jurisdiction in which the Borrower's chief executive office is located (Ashburn, Loudoun County, Virginia) and is the situs of the Virginia Campus real property. Although Virginia is not the appropriate filing jurisdiction for personal property Article 9 filings against these entities (because both are organized in Delaware), searches were conducted in Virginia as a precautionary measure to identify any filings that may have been erroneously made in that jurisdiction. The Loudoun County Circuit Court was also searched because it is the appropriate office for fixture filings relating to the Virginia Campus real property (Tax Parcel Nos. 087-27-1234 and 087-27-1235, consisting of approximately 142 acres located at 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147).

3. New York

The New York Department of State was searched for UCC filings, and the New York County Clerk was searched for civil judgments. These searches were conducted due to the New York headquarters of Thornfield Capital Partners, LP, the private equity sponsor of the Borrower, which is located at 800 Park Avenue, 22nd Floor, New York, New York 10021, and due to the potential New York nexus of certain operational and financial activities of the Loan Parties and their affiliates. While New York is not the jurisdiction of organization or chief executive office of either Loan Party, the searches were conducted as a precautionary measure to identify any filings that may exist in that jurisdiction.

4. Federal Courts

Searches were conducted in the United States District Court for the Eastern District of Virginia (Alexandria Division) and the United States District Court for the District of Delaware, as these are the federal judicial districts in which the Loan Parties maintain their principal place of business and their jurisdiction of organization, respectively. Additionally, federal tax lien searches were conducted through the IRS federal tax lien filing offices in both Delaware and Virginia, as the Internal Revenue Service may file notices of federal tax liens in the jurisdiction in which a taxpayer is organized or the jurisdiction in which its principal place of business is located.

C. Search Providers and Dates

All searches described herein were conducted by Calderwood & Harkness LLP through Penrose Software, a nationally recognized third-party search vendor engaged by the firm for purposes of conducting lien, judgment, and litigation searches. Penrose Software is certified to perform UCC, tax lien, judgment, and litigation searches in all fifty states, the District of Columbia, and the U.S. territories.

The timeline of the search process is as follows:

• Initial Searches Ordered: April 22, 2024

• Initial Search Results Received: April 29, 2024

• Bring-Down / Update Searches Ordered: May 6, 2024

• Bring-Down Search Results Received: May 8, 2024

All results reflected in this memorandum are current as of the dates indicated in each individual search certificate attached hereto as Exhibits A through G. The bring-down search results, received on May 8, 2024, confirm no new filings or changes since the initial search results dated April 29, 2024. As discussed in Section VII below, Calderwood & Harkness will order a final bring-down search on or about June 1, 2024 (immediately prior to the Closing Date) and will report any changes in a supplemental Bring-Down Due Diligence Memorandum to be prepared on June 2, 2024.

III. Summary of Search Results

A. UCC Financing Statement Searches

1. Delaware Secretary of State — Ironhaven Data Centers LLC

One (1) active UCC-1 financing statement was identified against Ironhaven Data Centers LLC in the records of the Delaware Secretary of State. The details of this filing are as follows:

Analysis. This filing secures the obligations of the Borrower under the $130,000,000 in aggregate principal amount of 12.50% PIK Senior Secured Mezzanine Notes due 2027 (CUSIP: 39817MAB3) issued by Ironhaven Data Centers LLC and held by Greystone Mezzanine Fund II, LP (the "Greystone Mezzanine Notes"). The Greystone Mezzanine Notes were issued on September 14, 2021 in connection with the original construction financing of the Virginia Campus and bear interest at a rate of 12.50% per annum, payable in kind.

Pursuant to the transaction structure for the Term Loan B, the Greystone Mezzanine Notes will be repaid in full at closing from the proceeds of the Term Loan B. The aggregate payoff amount, as set forth in the payoff letter delivered by Greystone Mezzanine Fund II, LP dated April 30, 2024 (the "Greystone Payoff Letter"), is $132,708,333.33, consisting of $130,000,000.00 in outstanding principal plus $2,708,333.33 in accrued and unpaid PIK interest, calculated at 12.50% per annum for the approximately sixty (60) day period from the last payment-in-kind date of April 4, 2024 through and including the anticipated Closing Date of June 3, 2024. The Greystone Payoff Letter includes wire transfer instructions and a lien release authorization executed by an authorized officer of Greystone Mezzanine Fund II, LP (Keith Carmichael, Managing Director), authorizing the filing of a UCC-3 termination statement upon receipt of the payoff amount.

Disposition. To be terminated at closing. Calderwood & Harkness LLP will file the UCC-3 termination statement with the Delaware Secretary of State on or promptly following the Closing Date. Upon filing of the UCC-3 termination statement and payment of the payoff amount, this lien will be extinguished, and the collateral will be free and clear of any security interest or lien in favor of Greystone Mezzanine Fund II, LP.

No other UCC-1 financing statements were identified against Ironhaven Data Centers LLC in the records of the Delaware Secretary of State. The search encompassed all variations of the entity name described in Section II.A.1 above and returned no additional results.

2. Delaware Secretary of State — Ironhaven Holdings Inc.

No UCC-1 financing statements were identified against Ironhaven Holdings Inc. (Delaware corporation, EIN: 84-3291044) in the records of the Delaware Secretary of State. The search was conducted under the exact legal name of the entity and all reasonable variations described in Section II.A.2 above. The results were clear, and no filings of any kind were identified against this entity.

3. Virginia State Corporation Commission — Ironhaven Data Centers LLC

No UCC-1 financing statements were identified against Ironhaven Data Centers LLC in the records of the Virginia State Corporation Commission. As noted in Section II.B.2 above, Virginia is the location of the Borrower's chief executive office (Ashburn, Virginia 20147) but is not the jurisdiction of organization; Delaware is the appropriate filing jurisdiction for personal property Article 9 filings against the Borrower. This search was conducted as a precautionary measure to identify any erroneously filed financing statements in Virginia. No such filings were identified.

4. Virginia State Corporation Commission — Ironhaven Holdings Inc.

No UCC-1 financing statements were identified against Ironhaven Holdings Inc. in the records of the Virginia State Corporation Commission. As with the Borrower, Delaware is the appropriate filing jurisdiction for personal property Article 9 filings against Holdings, and this search was conducted as a precautionary measure only.

5. Loudoun County Circuit Court Clerk — Fixture Filings

No UCC fixture filings were identified against Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the Loudoun County Circuit Court Clerk. The search was specifically directed to fixture filings relating to the Virginia Campus real property identified by Tax Parcel Nos. 087-27-1234 and 087-27-1235 (approximately 142 acres located at 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147, the location of the "Ironhaven Ashburn I" data center campus).

This jurisdiction will be the appropriate filing location for the new UCC-1 fixture filing to be made in connection with the Deed of Trust and Security Agreement. As described in Section VI below, Calderwood & Harkness LLP has prepared a draft UCC-1 fixture filing for submission to the Loudoun County Circuit Court Clerk on or promptly following the Closing Date, naming Ironhaven Data Centers LLC as Debtor and Pinnacle Trust Company, N.A. as Secured Party, and referencing the Tax Parcel Numbers of the Virginia Campus.

6. New York Department of State — Ironhaven Data Centers LLC and Ironhaven Holdings Inc.

No UCC-1 financing statements were identified against either Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the New York Department of State. These searches were conducted as a precautionary measure due to the New York nexus described in Section II.B.3 above. The results were clear for both entities.

B. Federal Tax Lien Searches

1. Delaware — Ironhaven Data Centers LLC

No federal tax liens were identified against Ironhaven Data Centers LLC filed with the Delaware Secretary of State or the Recorder of Deeds for New Castle County, Delaware. Searches were also extended to include the Recorder of Deeds for Kent County, Delaware (the county in which the registered agent, Cascade Systems, maintains its office at 160 Greentree Drive, Suite 101, Dover, Delaware 19904). No federal tax lien notices were identified in any of these offices.

2. Delaware — Ironhaven Holdings Inc.

No federal tax liens were identified against Ironhaven Holdings Inc. filed with the Delaware Secretary of State or the Recorder of Deeds for New Castle County or Kent County, Delaware. The search results were clear.

3. Virginia — Ironhaven Data Centers LLC

No federal tax liens were identified against Ironhaven Data Centers LLC filed with the Clerk of the Circuit Court of Loudoun County, Virginia, or the Virginia State Corporation Commission. Loudoun County is the county in which the Borrower's chief executive office and the Virginia Campus are located. No notices of federal tax liens were on file against the Borrower in either office.

4. Virginia — Ironhaven Holdings Inc.

No federal tax liens were identified against Ironhaven Holdings Inc. in Virginia. Searches were conducted through the Clerk of the Circuit Court of Loudoun County and the Virginia State Corporation Commission, and no notices of federal tax liens were on file against Holdings in either office.

C. State Tax Lien Searches

1. Delaware. No state tax liens were identified against Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the Delaware Secretary of State or the appropriate county offices in Delaware. Neither entity has any outstanding Delaware franchise tax obligations or other state-level tax liabilities reflected as liens of record.

2. Virginia. No state tax liens were identified against Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the Virginia State Corporation Commission or the Clerk of the Circuit Court of Loudoun County, Virginia. Neither entity has any outstanding Virginia state tax liabilities reflected as liens of record.

3. New York

No state tax liens were identified against either Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in New York. Searches were conducted through the New York Department of State and the New York County Clerk's office. The results were clear for both entities.

D. Judgment and Litigation Searches

1. U.S. District Court for the Eastern District of Virginia (Alexandria Division)

No pending actions or judgments were identified against Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the United States District Court for the Eastern District of Virginia, Alexandria Division. The search encompassed all civil case filings, judgments, and pending matters as reflected in the PACER electronic records system and supplemented by manual index searches conducted by the search vendor.

2. U.S. District Court for the District of Delaware

No pending actions or judgments were identified against Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the United States District Court for the District of Delaware. The search encompassed all civil case filings, judgments, and pending matters in that court.

3. Loudoun County Circuit Court — Civil Judgments

No civil judgments were identified against Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the Loudoun County Circuit Court. The search encompassed all civil judgment docket entries, abstract of judgment filings, and judgment lien recordings in the Loudoun County Circuit Court Clerk's office.

4. New York County Clerk — Civil Judgments

No civil judgments were identified against either Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the New York County Clerk. The search encompassed all civil judgment docket entries and judgment lien recordings. This search was conducted as a precautionary measure due to the New York nexus described in Section II.B.3 above.

5. Virginia State Court — General District Court, Loudoun County

No pending actions or judgments were identified against either Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the General District Court of Loudoun County, Virginia. The search encompassed all civil case filings, warrant in debt actions, and pending matters as reflected in the court records.

IV. Consolidated Results Table

The following table provides a consolidated summary of all search results described in Section III above:

As reflected in the table above, the only item requiring affirmative action prior to or at closing is the termination of the Greystone Mezzanine Fund II, LP UCC-1 financing statement (Filing No. 2021-4587321) filed with the Delaware Secretary of State against Ironhaven Data Centers LLC. All other search results are clear, with no filings, liens, judgments, or pending actions identified.

V. Analysis and Conclusions

A. Greystone Mezzanine Fund II, LP — UCC-1 Filing

The sole pre-existing lien identified in the searches conducted in connection with this memorandum is the blanket UCC-1 financing statement filed by Greystone Mezzanine Fund II, LP against Ironhaven Data Centers LLC with the Delaware Secretary of State (Filing No. 2021-4587321, filed September 14, 2021). This filing covers "all assets of the Debtor, whether now owned or hereafter acquired," and is a standard blanket lien filing consistent with the security arrangements typically associated with mezzanine debt facilities.

This filing is entirely consistent with, and arises from, the existing $130,000,000 aggregate principal amount of 12.50% PIK Senior Secured Mezzanine Notes due 2027 issued by Ironhaven Data Centers LLC to Greystone Mezzanine Fund II, LP on September 14, 2021. These mezzanine notes were part of the original capital structure established in connection with the construction and initial phase of operations of the Virginia Campus.

As contemplated by the transaction structure for the Term Loan B, the Greystone Mezzanine Notes will be repaid in full at closing from the proceeds of the Term Loan B. Greystone Mezzanine Fund II, LP has delivered the Greystone Payoff Letter confirming the aggregate payoff amount of $132,708,333.33, which consists of:

(a) $130,000,000.00 in outstanding principal; plus

(b) $2,708,333.33 in accrued and unpaid PIK interest, calculated at a rate of 12.50% per annum for the period from the last payment-in-kind date (April 4, 2024) through and including the anticipated Closing Date (June 3, 2024), representing approximately sixty (60) days of accrued interest.

The Greystone Payoff Letter also includes: (i) wire transfer instructions for the delivery of the payoff amount to Greystone's designated account at Penrose Bancorp; (ii) a lien release authorization, executed by Keith Carmichael, Managing Director of Greystone Mezzanine Fund II, LP, authorizing Calderwood & Harkness LLP or its designee to file a UCC-3 termination statement with the Delaware Secretary of State upon receipt of the payoff amount; and (iii) a confirmation that, upon receipt of the payoff amount in immediately available funds, Greystone Mezzanine Fund II, LP will have been paid in full and will have no further claims against the Borrower or its assets.

Calderwood & Harkness LLP has prepared a UCC-3 termination statement (Amendment Form) referencing the initial UCC-1 filing (Filing No. 2021-4587321) for filing with the Delaware Secretary of State. This UCC-3 termination statement will be filed on or promptly following the Closing Date upon confirmation of receipt of the payoff amount by Greystone Mezzanine Fund II, LP. A draft of the UCC-3 termination statement is attached hereto as Exhibit I. Upon filing of the UCC-3 termination statement and satisfaction of the mezzanine note obligations, no pre-existing liens will encumber the collateral, and the security interests granted to Pinnacle Trust Company, N.A. as Collateral Agent under the US Pledge and Security Agreement, the Equity Interest Pledge Agreement, and related Collateral Documents will constitute first-priority perfected security interests, subject to customary Permitted Liens as defined in the Credit Agreement.

B. Clean Search Results — All Other Searches

Other than the Greystone UCC-1 filing described in Section V.A above, no federal tax liens, state tax liens, UCC financing statements, civil judgments, or pending litigation actions were identified against either Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in any jurisdiction searched. The searches encompassed the jurisdictions of organization (Delaware), the jurisdiction of the chief executive office and principal real property assets (Virginia / Loudoun County), and precautionary jurisdictions (New York), and returned uniformly clear results across all categories.

These results are consistent with the representations and warranties to be made by the Borrower and the Parent Guarantor in the Credit Agreement, including without limitation the representations regarding (i) the absence of material liens other than Permitted Liens (Section 5.08 of the Credit Agreement), (ii) the absence of material litigation or proceedings (Section 5.06 of the Credit Agreement), and (iii) the accuracy and completeness of the financial information delivered to the Lenders (Section 5.04 of the Credit Agreement). The search results are also consistent with the Officer's Closing Certificate to be executed and delivered by the Chief Financial Officer of IHDC on the Closing Date, certifying, among other things, that no event has occurred that would constitute a Default or Event of Default under the Credit Agreement.

C. Collateral Priority Confirmation

Based on the search results described in this memorandum, and subject to the satisfaction of the following conditions on or prior to the Closing Date, Calderwood & Harkness LLP is prepared to deliver its legal opinion on the perfection and priority of security interests under the laws of the State of New York and the State of Delaware:

(i) the termination of the Greystone UCC-1 filing (Filing No. 2021-4587321) at closing through the filing of the UCC-3 termination statement with the Delaware Secretary of State, concurrently with the payment of the payoff amount to Greystone Mezzanine Fund II, LP;

(ii) the filing of new UCC-1 financing statements with the Delaware Secretary of State naming (a) Ironhaven Data Centers LLC as Debtor and Pinnacle Trust Company, N.A. as Secured Party, and (b) Ironhaven Holdings Inc. as Debtor and Pinnacle Trust Company, N.A. as Secured Party, as well as the filing of a UCC-1 fixture filing with the Loudoun County Circuit Court Clerk naming Ironhaven Data Centers LLC as Debtor and Pinnacle Trust Company, N.A. as Secured Party and referencing Tax Parcel Nos. 087-27-1234 and 087-27-1235 relating to the Virginia Campus; and

(iii) the perfection of security interests in deposit accounts of Ironhaven Data Centers LLC and Ironhaven Holdings Inc. maintained at Crescent Harbor Bank, N.A. through the execution, delivery, and effectiveness of Deposit Account Control Agreements in form and substance satisfactory to the Collateral Agent.

Drafts of the new UCC-1 financing statements are attached hereto as Exhibit J.

It should be further noted that the Intercreditor Agreement, dated as of the Closing Date, among Ironhaven Data Centers LLC, Crescent Harbor Bank, N.A. (acting in its capacity as both Term Loan Agent under the Credit Agreement and Revolver Agent under the existing $100,000,000 Super-Senior Revolving Credit Facility, dated as of September 14, 2021), and Pinnacle Trust Company, N.A. (acting in its capacity as Collateral Agent under the Credit Agreement), will govern the relative priority of the security interests securing the Term Loan B obligations and the Super-Senior Revolving Credit Facility obligations. As of the date of this memorandum, the Super-Senior Revolving Credit Facility is undrawn and no amounts are outstanding thereunder. The Super-Senior Revolving Credit Facility will remain in place following the closing of the Term Loan B, and the Intercreditor Agreement provides that the Super-Senior Revolver will have first-priority access to collateral proceeds in an enforcement scenario, subject to the terms and conditions set forth therein.

German-law collateral securing the obligations of Ironhaven Frankfurt GmbH under the Credit Agreement is being separately addressed by Wendt Falkenberg Rechtsanwälte PartG mbB (Dr. Lukas Wendt and Julia Falkenberg, Frankfurt am Main, Germany) and by the Frankfurt office of Blackthorn & Sundial Software (Maximilian Roth). Such German-law collateral includes, but is not limited to:

(a) Grundschuld (land charge) over the Frankfurt campus parcel registered in the Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789;

(b) Globalzession (global assignment of receivables) of Ironhaven Frankfurt GmbH;

(c) Kontoverpfändung (account pledge) over accounts maintained by Ironhaven Frankfurt GmbH at NordBrücke AG, Frankfurt am Main;

(d) Sicherungsübereignung (security transfer of title to movable assets) covering the equipment and fixtures located at the Frankfurt campus; and

(e) Anteilsverpfändung (share pledge) over the equity interests in Ironhaven Frankfurt GmbH (registered with the Handelsregister (commercial register) of the Amtsgericht Frankfurt am Main under HRB 129457).

The opinions and confirmations relating to the German-law collateral package will be delivered separately by Wendt Falkenberg Rechtsanwälte PartG mbB and are outside the scope of the legal opinions to be rendered by Calderwood & Harkness LLP.

VI. Recommended Actions Prior to Closing

Based on the search results and analysis set forth in this memorandum, Calderwood & Harkness LLP recommends that the following actions be taken on or prior to the Closing Date (June 3, 2024) to ensure that the Collateral Agent obtains first-priority perfected security interests in the personal property collateral:

1. Wire Payoff Amount to Greystone Mezzanine Fund II, LP. On the Closing Date, wire transfer the aggregate payoff amount of $132,708,333.33 to Greystone Mezzanine Fund II, LP in immediately available funds in accordance with the wire transfer instructions set forth in the Greystone Payoff Letter dated April 30, 2024. The payoff amount consists of $130,000,000.00 in outstanding principal and $2,708,333.33 in accrued PIK interest. Confirmation of wire transfer should be provided to Calderwood & Harkness LLP and to the Administrative Agent promptly upon execution of the wire.

2. File UCC-3 Termination Statement (Greystone). File the UCC-3 termination statement referencing Filing No. 2021-4587321 with the Delaware Secretary of State on or promptly following the Closing Date, upon confirmation that the payoff amount has been received by Greystone Mezzanine Fund II, LP. Calderwood & Harkness LLP has prepared the UCC-3 termination statement and will handle the filing. A draft is attached hereto as Exhibit I.

3. File New UCC-1 Financing Statements. File the following new UCC-1 financing statements to perfect the security interests of the Collateral Agent in the personal property collateral:

(a) Delaware Secretary of State — IHDC as Debtor. UCC-1 financing statement naming Ironhaven Data Centers LLC as Debtor and Pinnacle Trust Company, N.A. as Secured Party, covering all personal property of IHDC as described in the US Pledge and Security Agreement;

(b) Delaware Secretary of State — Holdings as Debtor. UCC-1 financing statement naming Ironhaven Holdings Inc. as Debtor and Pinnacle Trust Company, N.A. as Secured Party, covering the equity interests in IHDC and all other collateral described in the Equity Interest Pledge Agreement; and

(c) Loudoun County Circuit Court Clerk — Fixture Filing. UCC-1 fixture filing against Ironhaven Data Centers LLC as Debtor and Pinnacle Trust Company, N.A. as Secured Party, referencing Tax Parcel Nos. 087-27-1234 and 087-27-1235, in connection with the Deed of Trust and Security Agreement relating to the Virginia Campus.

Drafts of all three UCC-1 financing statements are attached hereto as Exhibit J.

4. Confirm Execution and Delivery of Deposit Account Control Agreements. Confirm that the Deposit Account Control Agreements ("DACAs") for all deposit accounts of Ironhaven Data Centers LLC and Ironhaven Holdings Inc. maintained at Crescent Harbor Bank, N.A. have been duly executed and delivered by all parties thereto and are in full force and effect as of the Closing Date. Perfection of security interests in deposit accounts under Article 9 of the Uniform Commercial Code requires "control" as defined in UCC § 9-104, which is achieved through the DACAs.

5. Confirm Delivery of intellectual Property Security Agreement and Related Filings. Confirm execution and delivery of the intellectual Property Security Agreement by Ironhaven Data Centers LLC in favor of Pinnacle Trust Company, N.A. as Collateral Agent, and confirm the filing of appropriate recordation documents with the United States Patent and Trademark Office ("USPTO") and the United States Copyright Office, as applicable, to perfect security interests in registered patents, trademarks, and copyrights of the Borrower.

6. Conduct Final Bring-Down UCC Searches. Order and obtain final bring-down UCC, tax lien, and judgment searches immediately prior to or on the Closing Date (anticipated to be ordered on or about June 1, 2024) to confirm that no intervening filings have been made against either Loan Party between the date of this memorandum and the Closing Date. Calderwood & Harkness LLP will report the results of such bring-down searches in a supplemental Bring-Down Due Diligence Memorandum to be prepared on or about June 2, 2024.

VII. Bring-Down Search Confirmation

Bring-down searches were ordered by Calderwood & Harkness LLP on May 6, 2024 and the results were received on May 8, 2024. The bring-down search results confirmed that no new filings, amendments, or changes of any kind have been made in any jurisdiction searched since the initial search results dated April 29, 2024. Specifically:

• No new UCC-1 financing statements were filed against either Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in Delaware, Virginia, or New York.

• No UCC-3 amendments, continuations, or assignments were filed with respect to the existing Greystone UCC-1 filing (Filing No. 2021-4587321).

• No new federal tax liens or state tax liens were filed against either entity in any jurisdiction searched.

• No new judgments or litigation actions were commenced against either entity in any court searched.

The bring-down search results thus confirm the continued accuracy and completeness of the initial search results as of May 8, 2024.

In accordance with standard practice for leveraged finance transactions, Calderwood & Harkness LLP will order a final bring-down search on or about June 1, 2024 (immediately prior to the Closing Date of June 3, 2024) covering all jurisdictions and filing offices described in this memorandum. The results of such final bring-down search will be reported to the Administrative Agent, the Collateral Agent, and Lenders' Counsel in a separate Bring-Down Due Diligence Memorandum to be prepared on June 2, 2024. If any intervening filings or changes are identified in the final bring-down search, Calderwood & Harkness LLP will promptly advise the parties and recommend appropriate remedial actions.

VIII. Limitations and Qualifications

The search results and analysis set forth in this memorandum are subject to the following limitations and qualifications:

1. Jurisdictional Limitations. The searches described herein are limited to the jurisdictions and filing offices specifically identified in Section II above. Liens, judgments, or other encumbrances that may have been filed in jurisdictions or with filing offices not included within the scope of these searches would not be identified by the search results. Calderwood & Harkness LLP has exercised its professional judgment in selecting the jurisdictions to be searched based on the organizational structure, operations, and known activities of the Loan Parties, but cannot guarantee that all potentially relevant jurisdictions have been covered.

2. Name-Based Search Limitations. UCC searches are conducted on a name-based indexing system. All searches described herein were conducted under the exact legal name of each debtor entity and reasonable variations thereof, as described in Section II.A above. Financing statements that may have been filed under materially different names, severely misspelled names, or names that do not correspond to any of the search variations employed may not have been captured by the search results. Under UCC § 9-506, a financing statement is "seriously misleading" if a search of the records of the filing office under the debtor's correct name, using the filing office's standard search logic, would not disclose the financing statement.

3. Federal Tax Lien Limitations. Federal tax lien searches are limited to the filing offices in the jurisdictions in which each entity is organized and the jurisdictions of their principal place of business. The Internal Revenue Service retains the right to file notices of federal tax liens in any jurisdiction in which a taxpayer has property or conducts business, and notices filed in jurisdictions not searched would not have been identified.

4. Judgment and Litigation Search Limitations. Judgment and litigation searches are limited to the specific courts identified in Section II.B above. Litigation may be pending, and judgments may have been entered, in other federal or state courts in the United States or in foreign courts that were not included in the scope of these searches. The search results reflect only those matters appearing in the records of the courts searched as of the dates indicated in the search certificates.

5. German-Law Search Exclusion. As noted throughout this memorandum, German-law search results — including Grundbuch searches, Handelsregister searches, and searches relating to any liens or encumbrances against Ironhaven Frankfurt GmbH or its assets — are outside the scope of this memorandum and are being addressed separately by Wendt Falkenberg Rechtsanwälte PartG mbB.

6. Real Property Title Search Exclusion. Title searches for the Virginia Campus real property (Tax Parcel Nos. 087-27-1234 and 087-27-1235) are addressed in the title insurance commitment and lender's title insurance policy issued by Keystone Title Guaranty Company (Raymond Hobbs, Vice President, National Commercial Services). The coverage amount of the lender's title insurance policy is $475,000,000. Any questions regarding the state of title to the Virginia Campus real property, exceptions to title coverage, or the sufficiency of the title insurance commitment should be directed to the Real Estate practice group of Calderwood & Harkness LLP.

7. Temporal Limitations. All search results are current only as of the dates indicated on the respective search certificates attached hereto as Exhibits A through G. Filings, liens, judgments, or other matters that arise after the date of such search certificates would not be reflected in the results. As described in Section VII above, Calderwood & Harkness LLP will conduct final bring-down searches immediately prior to the Closing Date to mitigate this temporal gap.

8. Reliance Limitations. This memorandum is provided solely for the benefit of the Secured Parties (including the Administrative Agent, the Collateral Agent, and the Lenders party to the Credit Agreement) in connection with the Credit Agreement and the transactions contemplated thereby, and should not be relied upon for any other purpose or by any other person or entity without the prior written consent of Calderwood & Harkness LLP.

IX. Exhibits and Attachments

The following exhibits are attached hereto and incorporated by reference into this memorandum:

X. Signature block and Contact Information

This memorandum has been prepared by the undersigned attorneys of Calderwood & Harkness LLP. We are available to discuss any aspect of the search results, analysis, or recommended actions described herein at your convenience.

CALDERWOOD & HARKNESS LLP

Prepared by:

________________________________________

Daniel Obi Lead Associate, Banking & Finance Calderwood & Harkness LLP 125 Broad Street, New York, NY 10004 Direct: (212) 558-4127

Email: daniel.obi@calderwoodharkness.com

________________________________________

Lisa Morrow Working Associate, Banking & Finance Calderwood & Harkness LLP 125 Broad Street, New York, NY 10004 Direct: (212) 558-4293

Email: lisa.morrow@calderwoodharkness.com

Reviewed and Approved by:

________________________________________

Stephanie Okafor Responsible Partner, Banking & Finance Calderwood & Harkness LLP 125 Broad Street, New York, NY 10004 Direct: (212) 558-3841

Email: stephanie.okafor@calderwoodharkness.com

Distribution List

This memorandum has been delivered to the following persons:

Internal Distribution (Calderwood & Harkness LLP):

• Stephanie Okafor, Partner, Banking & Finance

• Philip Hartmann, Partner, Banking & Finance

• Daniel Obi, Lead Associate, Banking & Finance

• Lisa Morrow, Working Associate, Banking & Finance

Client Distribution (Ironhaven Data Centers LLC / Ironhaven Holdings Inc.):

• Jonathan Pryce-Williams, General Counsel, Ironhaven Data Centers LLC

• Natasha Greenfeld, Vice President, Treasury & Capital Markets, Ironhaven Data Centers LLC

Delivered to Lenders' Counsel (Blackthorn & Sundial Software):

• Catherine Ellsworth, Partner, Banking & Finance

• Derek Huang, Associate, Banking & Finance

CALDERWOOD & HARKNESS LLP 125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
SUMMARY AND ANALYSIS OF LIEN AND JUDGMENT SEARCH RESULTS
CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED
May 8, 2024
This memorandum constitutes attorney work product and is protected by the attorney-client privilege. It has been prepared solely for the internal use of Calderwood & Harkness LLP and for delivery to the Administrative Agent, the Collateral Agent, and Lenders' Counsel in connection with the above-referenced transaction. This memorandum should not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP.
TABLE OF CONTENTS
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I. Purpose and Scope of Memorandum
A. Purpose
The purpose of this memorandum is to summarize and analyze the results of Uniform Commercial Code ("UCC") financing statement searches, federal tax lien searches, state tax lien searches, and judgment and litigation searches conducted against the Loan Parties in connection with the $950,000,000 Senior Secured Term Loan B Credit Agreement (the "Credit Agreement"), dated as of May 15, 2024, among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower" or "IHDC"), Ironhaven Frankfurt GmbH, a German limited liability company organized under the laws of the Federal Republic of Germany (the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor" or "Holdings" and, together with the Borrower, the "Loan Parties"), Crescent Harbor Bank, N.A. (in its capacity as Administrative Agent), Pinnacle Trust Company, N.A. (in its capacity as Collateral Agent), and the several financial institutions from time to time party thereto as Lenders (collectively, the "Lenders"). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Credit Agreement.
B. Context
These searches were conducted as a condition precedent to the closing and initial funding of the Credit Facility, which is currently scheduled for June 3, 2024 (the "Closing Date"). The results of these searches are necessary to confirm that, upon the completion of all closing and post-closing actions described herein, the Collateral Agent will receive first-priority perfected security interests and liens on the personal property collateral package as described in the US Pledge and Security Agreement, the Equity Interest Pledge Agreement, the Deposit Account Control Agreements, the intellectual Property Security Agreement, and the related Collateral Documents. These search results will also form the basis for the legal opinion letter on perfection of security interests to be delivered by Calderwood & Harkness LLP on the Closing Date.
C. Scope of Searches
The following categories of searches were conducted in connection with this memorandum:
(a) UCC financing statement searches in the applicable jurisdictions of organization and chief executive office for each Loan Party, as well as precautionary searches in jurisdictions of potential operational nexus;
(b) Federal tax lien searches in the jurisdictions of organization and principal place of business for each Loan Party;
(c) State tax lien searches in the jurisdictions of organization, principal place of business, and other relevant jurisdictions for each Loan Party; and
(d) Judgment and litigation searches in the applicable federal and state courts in jurisdictions relevant to the Loan Parties' operations and organizational structure.
D. Loan Parties Searched
The following entities were the subject of the searches described herein:
(i) Ironhaven Data Centers LLC, a Delaware limited liability company (EIN: 84-3291057), the Borrower under the Credit Agreement; and
(ii) Ironhaven Holdings Inc., a Delaware corporation (EIN: 84-3291044), the Parent Guarantor under the Credit Agreement.
E. Limitations on Scope — German-Law Searches
It should be noted that German-law lien searches relating to the Co-Borrower, Ironhaven Frankfurt GmbH, including but not limited to Grundbuch (land register) searches, movable asset register searches, Handelsregister (commercial register) searches, and related investigations, are being addressed separately by Wendt Falkenberg Rechtsanwälte PartG mbB (Dr. Lukas Wendt and Julia Falkenberg, Frankfurt am Main) and are entirely outside the scope of this memorandum. A separate memorandum addressing the German-law search results will be prepared and delivered by Wendt Falkenberg Rechtsanwälte PartG mbB directly to Lenders' Counsel and the Administrative Agent.
F. Limitations on Scope — Real Property Title Searches
Real property title searches for the Borrower's Virginia campus located at 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147 (the "Virginia Campus" or "Ironhaven Ashburn I") are addressed in the title insurance commitment and ALTA owner's and lender's title insurance policy issued by Keystone Title Guaranty Company (Raymond Hobbs, Vice President, National Commercial Services). This memorandum covers personal property UCC searches, fixture filing searches, federal and state tax lien searches, and judgment and litigation searches only. Any matters relating to the state of the real property title, encumbrances of record against the Virginia Campus, or the sufficiency of the title insurance coverage should be reviewed in consultation with the title insurance commitment and the accompanying title review memorandum prepared by Calderwood & Harkness's Real Estate practice group.
II. Search Methodology
A. Search Entities and Variations
1. Ironhaven Data Centers LLC
Searches were conducted against Ironhaven Data Centers LLC under its exact legal name as reflected in the Delaware Secretary of State's records, as well as the following variations and potential misspellings designed to capture any filings made under alternate or erroneous names:
• "Ironhaven Data Centers LLC" (exact legal name)
• "Ironhaven Data Centers"
• "Iron Haven Data Centers LLC"
• "Iron Haven Data Centers"
• "IHDC LLC"
• "IHDC"
• "Iron-Haven Data Centers LLC"
• "Ironhaven Datacenters LLC"
• "Ironhaven Data Centre LLC"
• Common misspellings and transpositions thereof
The registered agent address on file for Ironhaven Data Centers LLC with the Delaware Secretary of State is: Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The headquarters and chief executive office address for Ironhaven Data Centers LLC is: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147.
2. Ironhaven Holdings Inc.
Searches were conducted against Ironhaven Holdings Inc. under its exact legal name as reflected in the Delaware Secretary of State's records, as well as the following variations and potential misspellings:
• "Ironhaven Holdings Inc." (exact legal name)
• "Ironhaven Holdings"
• "Iron Haven Holdings Inc."
• "Iron Haven Holdings"
• "Ironhaven Holdings, Inc."
• "IHDC Holdings Inc."
• Common misspellings and transpositions thereof
The registered agent address on file for Ironhaven Holdings Inc. with the Delaware Secretary of State is: Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The headquarters and chief executive office address for Ironhaven Holdings Inc. is: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147.
B. Jurisdictions Searched
Searches were conducted in the following jurisdictions, which were selected based on the organizational jurisdiction of each Loan Party, the location of each Loan Party's chief executive office, the location of the Borrower's principal real property assets, and the potential operational nexus of the Loan Parties and their sponsor to additional jurisdictions:
1. Delaware. The Delaware Secretary of State was searched as the UCC filing office for both Loan Parties, as both Ironhaven Data Centers LLC and Ironhaven Holdings Inc. are organized under the laws of the State of Delaware. Under Article 9 of the Uniform Commercial Code, the law of the jurisdiction of organization of a registered organization governs perfection by filing of security interests in personal property (other than as-extracted collateral, timber to be cut, and goods covered by a certificate of title). Accordingly, Delaware is the primary filing jurisdiction for the personal property collateral.
2. Virginia. The Virginia State Corporation Commission was searched for UCC filings, and the Loudoun County Circuit Court Clerk was searched for fixture filings, judgment liens, and real property-related filings. Virginia is the jurisdiction in which the Borrower's chief executive office is located (Ashburn, Loudoun County, Virginia) and is the situs of the Virginia Campus real property. Although Virginia is not the appropriate filing jurisdiction for personal property Article 9 filings against these entities (because both are organized in Delaware), searches were conducted in Virginia as a precautionary measure to identify any filings that may have been erroneously made in that jurisdiction. The Loudoun County Circuit Court was also searched because it is the appropriate office for fixture filings relating to the Virginia Campus real property (Tax Parcel Nos. 087-27-1234 and 087-27-1235, consisting of approximately 142 acres located at 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147).
3. New York
The New York Department of State was searched for UCC filings, and the New York County Clerk was searched for civil judgments. These searches were conducted due to the New York headquarters of Thornfield Capital Partners, LP, the private equity sponsor of the Borrower, which is located at 800 Park Avenue, 22nd Floor, New York, New York 10021, and due to the potential New York nexus of certain operational and financial activities of the Loan Parties and their affiliates. While New York is not the jurisdiction of organization or chief executive office of either Loan Party, the searches were conducted as a precautionary measure to identify any filings that may exist in that jurisdiction.
4. Federal Courts
Searches were conducted in the United States District Court for the Eastern District of Virginia (Alexandria Division) and the United States District Court for the District of Delaware, as these are the federal judicial districts in which the Loan Parties maintain their principal place of business and their jurisdiction of organization, respectively. Additionally, federal tax lien searches were conducted through the IRS federal tax lien filing offices in both Delaware and Virginia, as the Internal Revenue Service may file notices of federal tax liens in the jurisdiction in which a taxpayer is organized or the jurisdiction in which its principal place of business is located.
C. Search Providers and Dates
All searches described herein were conducted by Calderwood & Harkness LLP through Penrose Software, a nationally recognized third-party search vendor engaged by the firm for purposes of conducting lien, judgment, and litigation searches. Penrose Software is certified to perform UCC, tax lien, judgment, and litigation searches in all fifty states, the District of Columbia, and the U.S. territories.
The timeline of the search process is as follows:
• Initial Searches Ordered: April 22, 2024
• Initial Search Results Received: April 29, 2024
• Bring-Down / Update Searches Ordered: May 6, 2024
• Bring-Down Search Results Received: May 8, 2024
All results reflected in this memorandum are current as of the dates indicated in each individual search certificate attached hereto as Exhibits A through G. The bring-down search results, received on May 8, 2024, confirm no new filings or changes since the initial search results dated April 29, 2024. As discussed in Section VII below, Calderwood & Harkness will order a final bring-down search on or about June 1, 2024 (immediately prior to the Closing Date) and will report any changes in a supplemental Bring-Down Due Diligence Memorandum to be prepared on June 2, 2024.
III. Summary of Search Results
A. UCC Financing Statement Searches
1. Delaware Secretary of State — Ironhaven Data Centers LLC
One (1) active UCC-1 financing statement was identified against Ironhaven Data Centers LLC in the records of the Delaware Secretary of State. The details of this filing are as follows:
Analysis. This filing secures the obligations of the Borrower under the $130,000,000 in aggregate principal amount of 12.50% PIK Senior Secured Mezzanine Notes due 2027 (CUSIP: 39817MAB3) issued by Ironhaven Data Centers LLC and held by Greystone Mezzanine Fund II, LP (the "Greystone Mezzanine Notes"). The Greystone Mezzanine Notes were issued on September 14, 2021 in connection with the original construction financing of the Virginia Campus and bear interest at a rate of 12.50% per annum, payable in kind.
Pursuant to the transaction structure for the Term Loan B, the Greystone Mezzanine Notes will be repaid in full at closing from the proceeds of the Term Loan B. The aggregate payoff amount, as set forth in the payoff letter delivered by Greystone Mezzanine Fund II, LP dated April 30, 2024 (the "Greystone Payoff Letter"), is $132,708,333.33, consisting of $130,000,000.00 in outstanding principal plus $2,708,333.33 in accrued and unpaid PIK interest, calculated at 12.50% per annum for the approximately sixty (60) day period from the last payment-in-kind date of April 4, 2024 through and including the anticipated Closing Date of June 3, 2024. The Greystone Payoff Letter includes wire transfer instructions and a lien release authorization executed by an authorized officer of Greystone Mezzanine Fund II, LP (Keith Carmichael, Managing Director), authorizing the filing of a UCC-3 termination statement upon receipt of the payoff amount.
Calderwood & Harkness LLP has prepared a UCC-3 termination statement (Amendment Form) referencing the initial UCC-1 filing (Filing No. 2021-4587321) for filing with the Delaware Secretary of State. This UCC-3 termination statement will be filed on or promptly following the Closing Date upon confirmation that the payoff amount has been received by Greystone Mezzanine Fund II, LP in accordance with the wire transfer instructions set forth in the Greystone Payoff Letter. A copy of the draft UCC-3 termination statement is attached hereto as Exhibit I.
Disposition. To be terminated at closing. Calderwood & Harkness LLP will file the UCC-3 termination statement with the Delaware Secretary of State on or promptly following the Closing Date. Upon filing of the UCC-3 termination statement and payment of the payoff amount, this lien will be extinguished, and the collateral will be free and clear of any security interest or lien in favor of Greystone Mezzanine Fund II, LP.
No other UCC-1 financing statements were identified against Ironhaven Data Centers LLC in the records of the Delaware Secretary of State. The search encompassed all variations of the entity name described in Section II.A.1 above and returned no additional results.
2. Delaware Secretary of State — Ironhaven Holdings Inc.
No UCC-1 financing statements were identified against Ironhaven Holdings Inc. (Delaware corporation, EIN: 84-3291044) in the records of the Delaware Secretary of State. The search was conducted under the exact legal name of the entity and all reasonable variations described in Section II.A.2 above. The results were clear, and no filings of any kind were identified against this entity.
3. Virginia State Corporation Commission — Ironhaven Data Centers LLC
No UCC-1 financing statements were identified against Ironhaven Data Centers LLC in the records of the Virginia State Corporation Commission. As noted in Section II.B.2 above, Virginia is the location of the Borrower's chief executive office (Ashburn, Virginia 20147) but is not the jurisdiction of organization; Delaware is the appropriate filing jurisdiction for personal property Article 9 filings against the Borrower. This search was conducted as a precautionary measure to identify any erroneously filed financing statements in Virginia. No such filings were identified.
4. Virginia State Corporation Commission — Ironhaven Holdings Inc.
No UCC-1 financing statements were identified against Ironhaven Holdings Inc. in the records of the Virginia State Corporation Commission. As with the Borrower, Delaware is the appropriate filing jurisdiction for personal property Article 9 filings against Holdings, and this search was conducted as a precautionary measure only.
5. Loudoun County Circuit Court Clerk — Fixture Filings
No UCC fixture filings were identified against Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the Loudoun County Circuit Court Clerk. The search was specifically directed to fixture filings relating to the Virginia Campus real property identified by Tax Parcel Nos. 087-27-1234 and 087-27-1235 (approximately 142 acres located at 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147, the location of the "Ironhaven Ashburn I" data center campus).
This jurisdiction will be the appropriate filing location for the new UCC-1 fixture filing to be made in connection with the Deed of Trust and Security Agreement. As described in Section VI below, Calderwood & Harkness LLP has prepared a draft UCC-1 fixture filing for submission to the Loudoun County Circuit Court Clerk on or promptly following the Closing Date, naming Ironhaven Data Centers LLC as Debtor and Pinnacle Trust Company, N.A. as Secured Party, and referencing the Tax Parcel Numbers of the Virginia Campus.
6. New York Department of State — Ironhaven Data Centers LLC and Ironhaven Holdings Inc.
No UCC-1 financing statements were identified against either Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the New York Department of State. These searches were conducted as a precautionary measure due to the New York nexus described in Section II.B.3 above. The results were clear for both entities.
B. Federal Tax Lien Searches
1. Delaware — Ironhaven Data Centers LLC
No federal tax liens were identified against Ironhaven Data Centers LLC filed with the Delaware Secretary of State or the Recorder of Deeds for New Castle County, Delaware. Searches were also extended to include the Recorder of Deeds for Kent County, Delaware (the county in which the registered agent, Cascade Systems, maintains its office at 160 Greentree Drive, Suite 101, Dover, Delaware 19904). No federal tax lien notices were identified in any of these offices.
2. Delaware — Ironhaven Holdings Inc.
No federal tax liens were identified against Ironhaven Holdings Inc. filed with the Delaware Secretary of State or the Recorder of Deeds for New Castle County or Kent County, Delaware. The search results were clear.
3. Virginia — Ironhaven Data Centers LLC
No federal tax liens were identified against Ironhaven Data Centers LLC filed with the Clerk of the Circuit Court of Loudoun County, Virginia, or the Virginia State Corporation Commission. Loudoun County is the county in which the Borrower's chief executive office and the Virginia Campus are located. No notices of federal tax liens were on file against the Borrower in either office.
4. Virginia — Ironhaven Holdings Inc.
No federal tax liens were identified against Ironhaven Holdings Inc. in Virginia. Searches were conducted through the Clerk of the Circuit Court of Loudoun County and the Virginia State Corporation Commission, and no notices of federal tax liens were on file against Holdings in either office.
C. State Tax Lien Searches
1. Delaware. No state tax liens were identified against Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the Delaware Secretary of State or the appropriate county offices in Delaware. Neither entity has any outstanding Delaware franchise tax obligations or other state-level tax liabilities reflected as liens of record.
2. Virginia. No state tax liens were identified against Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the Virginia State Corporation Commission or the Clerk of the Circuit Court of Loudoun County, Virginia. Neither entity has any outstanding Virginia state tax liabilities reflected as liens of record.
3. New York
No state tax liens were identified against either Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in New York. Searches were conducted through the New York Department of State and the New York County Clerk's office. The results were clear for both entities.
D. Judgment and Litigation Searches
1. U.S. District Court for the Eastern District of Virginia (Alexandria Division)
No pending actions or judgments were identified against Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the United States District Court for the Eastern District of Virginia, Alexandria Division. The search encompassed all civil case filings, judgments, and pending matters as reflected in the PACER electronic records system and supplemented by manual index searches conducted by the search vendor.
2. U.S. District Court for the District of Delaware
No pending actions or judgments were identified against Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the United States District Court for the District of Delaware. The search encompassed all civil case filings, judgments, and pending matters in that court.
3. Loudoun County Circuit Court — Civil Judgments
No civil judgments were identified against Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the Loudoun County Circuit Court. The search encompassed all civil judgment docket entries, abstract of judgment filings, and judgment lien recordings in the Loudoun County Circuit Court Clerk's office.
4. New York County Clerk — Civil Judgments
No civil judgments were identified against either Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the New York County Clerk. The search encompassed all civil judgment docket entries and judgment lien recordings. This search was conducted as a precautionary measure due to the New York nexus described in Section II.B.3 above.
5. Virginia State Court — General District Court, Loudoun County
No pending actions or judgments were identified against either Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the General District Court of Loudoun County, Virginia. The search encompassed all civil case filings, warrant in debt actions, and pending matters as reflected in the court records.
IV. Consolidated Results Table
The following table provides a consolidated summary of all search results described in Section III above:
As reflected in the table above, the only item requiring affirmative action prior to or at closing is the termination of the Greystone Mezzanine Fund II, LP UCC-1 financing statement (Filing No. 2021-4587321) filed with the Delaware Secretary of State against Ironhaven Data Centers LLC. All other search results are clear, with no filings, liens, judgments, or pending actions identified.
V. Analysis and Conclusions
A. Greystone Mezzanine Fund II, LP — UCC-1 Filing
The sole pre-existing lien identified in the searches conducted in connection with this memorandum is the blanket UCC-1 financing statement filed by Greystone Mezzanine Fund II, LP against Ironhaven Data Centers LLC with the Delaware Secretary of State (Filing No. 2021-4587321, filed September 14, 2021). This filing covers "all assets of the Debtor, whether now owned or hereafter acquired," and is a standard blanket lien filing consistent with the security arrangements typically associated with mezzanine debt facilities.
This filing is entirely consistent with, and arises from, the existing $130,000,000 aggregate principal amount of 12.50% PIK Senior Secured Mezzanine Notes due 2027 issued by Ironhaven Data Centers LLC to Greystone Mezzanine Fund II, LP on September 14, 2021. These mezzanine notes were part of the original capital structure established in connection with the construction and initial phase of operations of the Virginia Campus.
As contemplated by the transaction structure for the Term Loan B, the Greystone Mezzanine Notes will be repaid in full at closing from the proceeds of the Term Loan B. Greystone Mezzanine Fund II, LP has delivered the Greystone Payoff Letter confirming the aggregate payoff amount of $132,708,333.33, which consists of:
(a) $130,000,000.00 in outstanding principal; plus
(b) $2,708,333.33 in accrued and unpaid PIK interest, calculated at a rate of 12.50% per annum for the period from the last payment-in-kind date (April 4, 2024) through and including the anticipated Closing Date (June 3, 2024), representing approximately sixty (60) days of accrued interest.
The Greystone Payoff Letter also includes: (i) wire transfer instructions for the delivery of the payoff amount to Greystone's designated account at Penrose Bancorp; (ii) a lien release authorization, executed by Keith Carmichael, Managing Director of Greystone Mezzanine Fund II, LP, authorizing Calderwood & Harkness LLP or its designee to file a UCC-3 termination statement with the Delaware Secretary of State upon receipt of the payoff amount; and (iii) a confirmation that, upon receipt of the payoff amount in immediately available funds, Greystone Mezzanine Fund II, LP will have been paid in full and will have no further claims against the Borrower or its assets.
Calderwood & Harkness LLP has prepared a UCC-3 termination statement (Amendment Form) referencing the initial UCC-1 filing (Filing No. 2021-4587321) for filing with the Delaware Secretary of State. This UCC-3 termination statement will be filed on or promptly following the Closing Date upon confirmation of receipt of the payoff amount by Greystone Mezzanine Fund II, LP. A draft of the UCC-3 termination statement is attached hereto as Exhibit I. Upon filing of the UCC-3 termination statement and satisfaction of the mezzanine note obligations, no pre-existing liens will encumber the collateral, and the security interests granted to Pinnacle Trust Company, N.A. as Collateral Agent under the US Pledge and Security Agreement, the Equity Interest Pledge Agreement, and related Collateral Documents will constitute first-priority perfected security interests, subject to customary Permitted Liens as defined in the Credit Agreement.
B. Clean Search Results — All Other Searches
Other than the Greystone UCC-1 filing described in Section V.A above, no federal tax liens, state tax liens, UCC financing statements, civil judgments, or pending litigation actions were identified against either Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in any jurisdiction searched. The searches encompassed the jurisdictions of organization (Delaware), the jurisdiction of the chief executive office and principal real property assets (Virginia / Loudoun County), and precautionary jurisdictions (New York), and returned uniformly clear results across all categories.
These results are consistent with the representations and warranties to be made by the Borrower and the Parent Guarantor in the Credit Agreement, including without limitation the representations regarding (i) the absence of material liens other than Permitted Liens (Section 5.08 of the Credit Agreement), (ii) the absence of material litigation or proceedings (Section 5.06 of the Credit Agreement), and (iii) the accuracy and completeness of the financial information delivered to the Lenders (Section 5.04 of the Credit Agreement). The search results are also consistent with the Officer's Closing Certificate to be executed and delivered by the Chief Financial Officer of IHDC on the Closing Date, certifying, among other things, that no event has occurred that would constitute a Default or Event of Default under the Credit Agreement.
C. Collateral Priority Confirmation
Based on the search results described in this memorandum, and subject to the satisfaction of the following conditions on or prior to the Closing Date, Calderwood & Harkness LLP is prepared to deliver its legal opinion on the perfection and priority of security interests under the laws of the State of New York and the State of Delaware:
(i) the termination of the Greystone UCC-1 filing (Filing No. 2021-4587321) at closing through the filing of the UCC-3 termination statement with the Delaware Secretary of State, concurrently with the payment of the payoff amount to Greystone Mezzanine Fund II, LP;
(ii) the filing of new UCC-1 financing statements with the Delaware Secretary of State naming (a) Ironhaven Data Centers LLC as Debtor and Pinnacle Trust Company, N.A. as Secured Party, and (b) Ironhaven Holdings Inc. as Debtor and Pinnacle Trust Company, N.A. as Secured Party, as well as the filing of a UCC-1 fixture filing with the Loudoun County Circuit Court Clerk naming Ironhaven Data Centers LLC as Debtor and Pinnacle Trust Company, N.A. as Secured Party and referencing Tax Parcel Nos. 087-27-1234 and 087-27-1235 relating to the Virginia Campus; and
(iii) the perfection of security interests in deposit accounts of Ironhaven Data Centers LLC and Ironhaven Holdings Inc. maintained at Crescent Harbor Bank, N.A. through the execution, delivery, and effectiveness of Deposit Account Control Agreements in form and substance satisfactory to the Collateral Agent.
Drafts of the new UCC-1 financing statements are attached hereto as Exhibit J.
It should be further noted that the Intercreditor Agreement, dated as of the Closing Date, among Ironhaven Data Centers LLC, Crescent Harbor Bank, N.A. (acting in its capacity as both Term Loan Agent under the Credit Agreement and Revolver Agent under the existing $100,000,000 Super-Senior Revolving Credit Facility, dated as of September 14, 2021), and Pinnacle Trust Company, N.A. (acting in its capacity as Collateral Agent under the Credit Agreement), will govern the relative priority of the security interests securing the Term Loan B obligations and the Super-Senior Revolving Credit Facility obligations. As of the date of this memorandum, the Super-Senior Revolving Credit Facility is undrawn and no amounts are outstanding thereunder. The Super-Senior Revolving Credit Facility will remain in place following the closing of the Term Loan B, and the Intercreditor Agreement provides that the Super-Senior Revolver will have first-priority access to collateral proceeds in an enforcement scenario, subject to the terms and conditions set forth therein.
German-law collateral securing the obligations of Ironhaven Frankfurt GmbH under the Credit Agreement is being separately addressed by Wendt Falkenberg Rechtsanwälte PartG mbB (Dr. Lukas Wendt and Julia Falkenberg, Frankfurt am Main, Germany) and by the Frankfurt office of Blackthorn & Sundial Software (Maximilian Roth). Such German-law collateral includes, but is not limited to:
(a) Grundschuld (land charge) over the Frankfurt campus parcel registered in the Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789;
(b) Globalzession (global assignment of receivables) of Ironhaven Frankfurt GmbH;
(c) Kontoverpfändung (account pledge) over accounts maintained by Ironhaven Frankfurt GmbH at NordBrücke AG, Frankfurt am Main;
(d) Sicherungsübereignung (security transfer of title to movable assets) covering the equipment and fixtures located at the Frankfurt campus; and
(e) Anteilsverpfändung (share pledge) over the equity interests in Ironhaven Frankfurt GmbH (registered with the Handelsregister (commercial register) of the Amtsgericht Frankfurt am Main under HRB 129457).
The opinions and confirmations relating to the German-law collateral package will be delivered separately by Wendt Falkenberg Rechtsanwälte PartG mbB and are outside the scope of the legal opinions to be rendered by Calderwood & Harkness LLP.
VI. Recommended Actions Prior to Closing
Based on the search results and analysis set forth in this memorandum, Calderwood & Harkness LLP recommends that the following actions be taken on or prior to the Closing Date (June 3, 2024) to ensure that the Collateral Agent obtains first-priority perfected security interests in the personal property collateral:
1. Wire Payoff Amount to Greystone Mezzanine Fund II, LP. On the Closing Date, wire transfer the aggregate payoff amount of $132,708,333.33 to Greystone Mezzanine Fund II, LP in immediately available funds in accordance with the wire transfer instructions set forth in the Greystone Payoff Letter dated April 30, 2024. The payoff amount consists of $130,000,000.00 in outstanding principal and $2,708,333.33 in accrued PIK interest. Confirmation of wire transfer should be provided to Calderwood & Harkness LLP and to the Administrative Agent promptly upon execution of the wire.
2. File UCC-3 Termination Statement (Greystone). File the UCC-3 termination statement referencing Filing No. 2021-4587321 with the Delaware Secretary of State on or promptly following the Closing Date, upon confirmation that the payoff amount has been received by Greystone Mezzanine Fund II, LP. Calderwood & Harkness LLP has prepared the UCC-3 termination statement and will handle the filing. A draft is attached hereto as Exhibit I.
3. File New UCC-1 Financing Statements. File the following new UCC-1 financing statements to perfect the security interests of the Collateral Agent in the personal property collateral:
(a) Delaware Secretary of State — IHDC as Debtor. UCC-1 financing statement naming Ironhaven Data Centers LLC as Debtor and Pinnacle Trust Company, N.A. as Secured Party, covering all personal property of IHDC as described in the US Pledge and Security Agreement;
(b) Delaware Secretary of State — Holdings as Debtor. UCC-1 financing statement naming Ironhaven Holdings Inc. as Debtor and Pinnacle Trust Company, N.A. as Secured Party, covering the equity interests in IHDC and all other collateral described in the Equity Interest Pledge Agreement; and
(c) Loudoun County Circuit Court Clerk — Fixture Filing. UCC-1 fixture filing against Ironhaven Data Centers LLC as Debtor and Pinnacle Trust Company, N.A. as Secured Party, referencing Tax Parcel Nos. 087-27-1234 and 087-27-1235, in connection with the Deed of Trust and Security Agreement relating to the Virginia Campus.
Drafts of all three UCC-1 financing statements are attached hereto as Exhibit J.
4. Confirm Execution and Delivery of Deposit Account Control Agreements. Confirm that the Deposit Account Control Agreements ("DACAs") for all deposit accounts of Ironhaven Data Centers LLC and Ironhaven Holdings Inc. maintained at Crescent Harbor Bank, N.A. have been duly executed and delivered by all parties thereto and are in full force and effect as of the Closing Date. Perfection of security interests in deposit accounts under Article 9 of the Uniform Commercial Code requires "control" as defined in UCC § 9-104, which is achieved through the DACAs.
5. Confirm Delivery of intellectual Property Security Agreement and Related Filings. Confirm execution and delivery of the intellectual Property Security Agreement by Ironhaven Data Centers LLC in favor of Pinnacle Trust Company, N.A. as Collateral Agent, and confirm the filing of appropriate recordation documents with the United States Patent and Trademark Office ("USPTO") and the United States Copyright Office, as applicable, to perfect security interests in registered patents, trademarks, and copyrights of the Borrower.
6. Conduct Final Bring-Down UCC Searches. Order and obtain final bring-down UCC, tax lien, and judgment searches immediately prior to or on the Closing Date (anticipated to be ordered on or about June 1, 2024) to confirm that no intervening filings have been made against either Loan Party between the date of this memorandum and the Closing Date. Calderwood & Harkness LLP will report the results of such bring-down searches in a supplemental Bring-Down Due Diligence Memorandum to be prepared on or about June 2, 2024.
VII. Bring-Down Search Confirmation
Bring-down searches were ordered by Calderwood & Harkness LLP on May 6, 2024 and the results were received on May 8, 2024. The bring-down search results confirmed that no new filings, amendments, or changes of any kind have been made in any jurisdiction searched since the initial search results dated April 29, 2024. Specifically:
• No new UCC-1 financing statements were filed against either Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in Delaware, Virginia, or New York.
• No UCC-3 amendments, continuations, or assignments were filed with respect to the existing Greystone UCC-1 filing (Filing No. 2021-4587321).
• No new federal tax liens or state tax liens were filed against either entity in any jurisdiction searched.
• No new judgments or litigation actions were commenced against either entity in any court searched.
The bring-down search results thus confirm the continued accuracy and completeness of the initial search results as of May 8, 2024.
In accordance with standard practice for leveraged finance transactions, Calderwood & Harkness LLP will order a final bring-down search on or about June 1, 2024 (immediately prior to the Closing Date of June 3, 2024) covering all jurisdictions and filing offices described in this memorandum. The results of such final bring-down search will be reported to the Administrative Agent, the Collateral Agent, and Lenders' Counsel in a separate Bring-Down Due Diligence Memorandum to be prepared on June 2, 2024. If any intervening filings or changes are identified in the final bring-down search, Calderwood & Harkness LLP will promptly advise the parties and recommend appropriate remedial actions.
VIII. Limitations and Qualifications
The search results and analysis set forth in this memorandum are subject to the following limitations and qualifications:
1. Jurisdictional Limitations. The searches described herein are limited to the jurisdictions and filing offices specifically identified in Section II above. Liens, judgments, or other encumbrances that may have been filed in jurisdictions or with filing offices not included within the scope of these searches would not be identified by the search results. Calderwood & Harkness LLP has exercised its professional judgment in selecting the jurisdictions to be searched based on the organizational structure, operations, and known activities of the Loan Parties, but cannot guarantee that all potentially relevant jurisdictions have been covered.
2. Name-Based Search Limitations. UCC searches are conducted on a name-based indexing system. All searches described herein were conducted under the exact legal name of each debtor entity and reasonable variations thereof, as described in Section II.A above. Financing statements that may have been filed under materially different names, severely misspelled names, or names that do not correspond to any of the search variations employed may not have been captured by the search results. Under UCC § 9-506, a financing statement is "seriously misleading" if a search of the records of the filing office under the debtor's correct name, using the filing office's standard search logic, would not disclose the financing statement.
3. Federal Tax Lien Limitations. Federal tax lien searches are limited to the filing offices in the jurisdictions in which each entity is organized and the jurisdictions of their principal place of business. The Internal Revenue Service retains the right to file notices of federal tax liens in any jurisdiction in which a taxpayer has property or conducts business, and notices filed in jurisdictions not searched would not have been identified.
4. Judgment and Litigation Search Limitations. Judgment and litigation searches are limited to the specific courts identified in Section II.B above. Litigation may be pending, and judgments may have been entered, in other federal or state courts in the United States or in foreign courts that were not included in the scope of these searches. The search results reflect only those matters appearing in the records of the courts searched as of the dates indicated in the search certificates.
5. German-Law Search Exclusion. As noted throughout this memorandum, German-law search results — including Grundbuch searches, Handelsregister searches, and searches relating to any liens or encumbrances against Ironhaven Frankfurt GmbH or its assets — are outside the scope of this memorandum and are being addressed separately by Wendt Falkenberg Rechtsanwälte PartG mbB.
6. Real Property Title Search Exclusion. Title searches for the Virginia Campus real property (Tax Parcel Nos. 087-27-1234 and 087-27-1235) are addressed in the title insurance commitment and lender's title insurance policy issued by Keystone Title Guaranty Company (Raymond Hobbs, Vice President, National Commercial Services). The coverage amount of the lender's title insurance policy is $475,000,000. Any questions regarding the state of title to the Virginia Campus real property, exceptions to title coverage, or the sufficiency of the title insurance commitment should be directed to the Real Estate practice group of Calderwood & Harkness LLP.
7. Temporal Limitations. All search results are current only as of the dates indicated on the respective search certificates attached hereto as Exhibits A through G. Filings, liens, judgments, or other matters that arise after the date of such search certificates would not be reflected in the results. As described in Section VII above, Calderwood & Harkness LLP will conduct final bring-down searches immediately prior to the Closing Date to mitigate this temporal gap.
8. Reliance Limitations. This memorandum is provided solely for the benefit of the Secured Parties (including the Administrative Agent, the Collateral Agent, and the Lenders party to the Credit Agreement) in connection with the Credit Agreement and the transactions contemplated thereby, and should not be relied upon for any other purpose or by any other person or entity without the prior written consent of Calderwood & Harkness LLP.
IX. Exhibits and Attachments
The following exhibits are attached hereto and incorporated by reference into this memorandum:
X. Signature block and Contact Information
This memorandum has been prepared by the undersigned attorneys of Calderwood & Harkness LLP. We are available to discuss any aspect of the search results, analysis, or recommended actions described herein at your convenience.
CALDERWOOD & HARKNESS LLP
Prepared by:
________________________________________
Daniel Obi Lead Associate, Banking & Finance Calderwood & Harkness LLP 125 Broad Street, New York, NY 10004 Direct: (212) 558-4127
Email: daniel.obi@calderwoodharkness.com
________________________________________
Lisa Morrow Working Associate, Banking & Finance Calderwood & Harkness LLP 125 Broad Street, New York, NY 10004 Direct: (212) 558-4293
Email: lisa.morrow@calderwoodharkness.com
Reviewed and Approved by:
________________________________________
Stephanie Okafor Responsible Partner, Banking & Finance Calderwood & Harkness LLP 125 Broad Street, New York, NY 10004 Direct: (212) 558-3841
Email: stephanie.okafor@calderwoodharkness.com
Distribution List
This memorandum has been delivered to the following persons:
Internal Distribution (Calderwood & Harkness LLP):
• Stephanie Okafor, Partner, Banking & Finance
• Philip Hartmann, Partner, Banking & Finance
• Daniel Obi, Lead Associate, Banking & Finance
• Lisa Morrow, Working Associate, Banking & Finance
Client Distribution (Ironhaven Data Centers LLC / Ironhaven Holdings Inc.):
• Jonathan Pryce-Williams, General Counsel, Ironhaven Data Centers LLC
• Natasha Greenfeld, Vice President, Treasury & Capital Markets, Ironhaven Data Centers LLC
Delivered to Lenders' Counsel (Blackthorn & Sundial Software):
• Catherine Ellsworth, Partner, Banking & Finance
• Derek Huang, Associate, Banking & Finance
• Blackthorn & Sundial Software, 51 West 52nd Street, New York, New York 10019
Delivered to Administrative Agent (Crescent Harbor Bank, N.A.):
• Martin Gallagher, Managing Director, Leveraged Finance
• Priya Nair, Vice President, Loan Operations
• Thomas Beckett, Associate, Loan Administration
• Crescent Harbor Bank, N.A., 1200 Harbor Point Drive, Charlotte, North Carolina 28202
Delivered to Collateral Agent (Pinnacle Trust Company, N.A.):
• William Hargrove, Vice President, Corporate Trust & Agency Services
• Pinnacle Trust Company, N.A., 101 Constitution Avenue NW, Washington, D.C. 20001
CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED
This memorandum and the information contained herein are confidential and privileged. This memorandum is protected by the attorney work product doctrine and the attorney-client privilege. It has been prepared by Calderwood & Harkness LLP solely for the benefit of the addressees and the Secured Parties in connection with the Credit Agreement described herein and should not be disclosed, distributed, or relied upon by any person or entity other than the intended recipients without the prior written consent of Calderwood & Harkness LLP.
Calderwood & Harkness LLP | 125 Broad Street | New York, NY 10004 | (212) 558-4000 C&H Matter No. 1043-00001 | Billing Code: IHDC-TLB-2024
Matter: | Ironhaven Data Centers LLC — $950,000,000 Senior Secured Term Loan B
C&H Matter Number: | 1043-00001
Billing Code: | IHDC-TLB-2024
Prepared For: | Internal use and delivery to Administrative Agent and Lenders' Counsel
Prepared By: | Daniel Obi, Lead Associate, Banking & Finance
Lisa Morrow, Working Associate, Banking & Finance
Supervised By: | Stephanie Okafor, Responsible Partner, Banking & Finance
Filing Number: | 2021-4587321
Date Filed: | September 14, 2021
Secured Party: | Greystone Mezzanine Fund II, LP
Secured Party Address: | 300 Atlantic Avenue, Suite 1500, Boston, Massachusetts 02210
Debtor: | Ironhaven Data Centers LLC
Debtor Address: | 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, VA 20147
Collateral Description: | "All assets of the Debtor, whether now owned or hereafter acquired, including but not limited to all accounts, chattel paper, deposit accounts, equipment, general intangibles, instruments, inventory, investment property, and proceeds thereof"
Filing Jurisdiction: | Delaware Secretary of State
Status: | Active
Continuation Statement: | None filed
Lapse Date: | September 14, 2026 (five years from original filing date)
Search Type | Jurisdiction | Entity | Result | Action Required
UCC Financing Statement | Delaware Secretary of State | Ironhaven Data Centers LLC | One (1) active filing identified — Greystone Mezzanine Fund II, LP (Filing No. 2021-4587321, filed 9/14/2021) | UCC-3 Termination Statement to be filed at closing
UCC Financing Statement | Delaware Secretary of State | Ironhaven Holdings Inc. | Clear — No filings identified | None
UCC Financing Statement | Virginia State Corporation Commission | Ironhaven Data Centers LLC | Clear — No filings identified | None
UCC Financing Statement | Virginia State Corporation Commission | Ironhaven Holdings Inc. | Clear — No filings identified | None
UCC Fixture Filing | Loudoun County Circuit Court Clerk | Ironhaven Data Centers LLC / Ironhaven Holdings Inc. | Clear — No filings identified | None
UCC Financing Statement | New York Department of State | Ironhaven Data Centers LLC | Clear — No filings identified | None
UCC Financing Statement | New York Department of State | Ironhaven Holdings Inc. | Clear — No filings identified | None
Federal Tax Lien | Delaware (SOS / Recorder of Deeds) | Ironhaven Data Centers LLC | Clear — No filings identified | None
Federal Tax Lien | Delaware (SOS / Recorder of Deeds) | Ironhaven Holdings Inc. | Clear — No filings identified | None
Federal Tax Lien | Virginia (Loudoun County / SCC) | Ironhaven Data Centers LLC | Clear — No filings identified | None
Federal Tax Lien | Virginia (Loudoun County / SCC) | Ironhaven Holdings Inc. | Clear — No filings identified | None
State Tax Lien | Delaware | Ironhaven Data Centers LLC / Ironhaven Holdings Inc. | Clear — No filings identified | None
State Tax Lien | Virginia | Ironhaven Data Centers LLC / Ironhaven Holdings Inc. | Clear — No filings identified | None
State Tax Lien | New York | Ironhaven Data Centers LLC / Ironhaven Holdings Inc. | Clear — No filings identified | None
Judgment / Litigation | E.D. Va. (Alexandria Division) | Ironhaven Data Centers LLC / Ironhaven Holdings Inc. | Clear — No actions or judgments identified | None
Judgment / Litigation | D. Del. | Ironhaven Data Centers LLC / Ironhaven Holdings Inc. | Clear — No actions or judgments identified | None
Judgment / Litigation | Loudoun County Circuit Court | Ironhaven Data Centers LLC / Ironhaven Holdings Inc. | Clear — No judgments identified | None
Judgment / Litigation | New York County Clerk | Ironhaven Data Centers LLC / Ironhaven Holdings Inc. | Clear — No judgments identified | None
Judgment / Litigation | Loudoun County General District Court | Ironhaven Data Centers LLC / Ironhaven Holdings Inc. | Clear — No actions or judgments identified | None
Exhibit | Description
Exhibit A | UCC Search Certificates — Delaware Secretary of State (Ironhaven Data Centers LLC and Ironhaven Holdings Inc.)
Exhibit B | UCC Search Certificates — Virginia State Corporation Commission (Ironhaven Data Centers LLC and Ironhaven Holdings Inc.)
Exhibit C | UCC Search Certificate — Loudoun County Circuit Court Clerk (Fixture Filing Search — Ironhaven Data Centers LLC and Ironhaven Holdings Inc.)
Exhibit D | UCC Search Certificates — New York Department of State (Ironhaven Data Centers LLC and Ironhaven Holdings Inc.)
Exhibit E | Federal Tax Lien Search Certificates — Delaware Secretary of State, Recorder of Deeds (New Castle County and Kent County), Clerk of the Circuit Court of Loudoun County (Virginia), and Virginia State Corporation Commission
Exhibit F | State Tax Lien Search Certificates — Delaware, Virginia, and New York
Exhibit G | Judgment and Litigation Search Certificates — U.S. District Court for the Eastern District of Virginia (Alexandria Division), U.S. District Court for the District of Delaware, Loudoun County Circuit Court, Loudoun County General District Court, and New York County Clerk
Exhibit H | Copy of Greystone Mezzanine Fund II, LP UCC-1 Financing Statement (Filing No. 2021-4587321, Delaware Secretary of State)
Exhibit I | Draft UCC-3 Termination Statement (Greystone Mezzanine Fund II, LP — Filing No. 2021-4587321)
Exhibit J | Draft UCC-1 Financing Statements (new filings for Pinnacle Trust Company, N.A. as Secured Party — Delaware Secretary of State (IHDC), Delaware Secretary of State (Holdings), and Loudoun County Circuit Court Clerk (Fixture Filing))

SUMMARY AND ANALYSIS OF LIEN AND JUDGMENT SEARCH RESULTS

TABLE OF CONTENTS

CALDERWOOD & HARKNESS LLP

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