1043-00001 · Ironhaven Holdings · Diligence

organizational-documents-package.docx DOCUMENT Finance & Banking

28 / 77 ← → ✕

CALDERWOOD & HARKNESS LLP Attorneys at Law

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

May 15, 2024

Crescent Harbor Bank, N.A., as Administrative Agent 1200 Harbor Point Drive Charlotte, North Carolina 28202

Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services

Copy to:

Pinnacle Trust Company, N.A., as Collateral Agent 101 Constitution Avenue NW Washington, D.C. 20001

Attention: William Hargrove, Senior Vice President, Corporate Trust

Copy to:

Blackthorn & Sundial Software (Lenders' Counsel) 51 West 52nd Street New York, New York 10019

Attention: Catherine Ellsworth, Partner

Copy to:

Blackthorn & Sundial Software (Frankfurt Office — Lenders' German Counsel) Bockenheimer Landstraße 24 60323 Frankfurt am Main, Germany

Attention: Maximilian Roth, Partner

Re: Organizational Documents Package — Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower" or "IHDC"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower" or "IHDC Frankfurt"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor" or "Holdings"), Crescent Harbor Bank, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"), Pinnacle Trust Company, N.A., as Collateral Agent (in such capacity, the "Collateral Agent"), and the Lenders party thereto

Aggregate Commitments: $950,000,000 CUSIP: 46283LAA5 Crescent Harbor Deal Reference: CHB-LF-2024-0287 Calderwood & Harkness Matter No.: 1043-00001

Ladies and Gentlemen:

We are counsel to Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC" or the "Borrower"), in connection with the above-referenced Senior Secured Term Loan B Credit Agreement (the "Credit Agreement"), and we represent IHDC, Ironhaven Holdings Inc. ("Holdings"), and Ironhaven Frankfurt GmbH ("IHDC Frankfurt" and, together with IHDC and Holdings, each a "Loan Party" and collectively, the "Loan Parties") with respect to the transactions contemplated thereunder.

This letter transmits to you certified copies of the organizational documents and related formation records for each Loan Party as required under Section 4.01(c) (Conditions Precedent to Signing — Organizational Documents) of the Credit Agreement, which provides that the delivery of such organizational documents constitutes a condition precedent to the effectiveness of the Credit Agreement and the availability of the Commitments thereunder. These materials are being delivered in satisfaction of the corresponding line items set forth in the Conditions Precedent Checklist maintained by the Administrative Agent in connection with the closing of the Credit Agreement (the "CP Checklist").

All documents enclosed herewith are true, correct, and complete copies, as certified by the applicable officer or authorized representative of each respective Loan Party. Where indicated below, certain related deliverables — including good standing certificates, officer's certificates, board and shareholder resolutions, and regulatory filings — are being transmitted under separate cover or are cross-referenced herein for completeness. The organizational documents enclosed with this letter are organized by Loan Party and tabbed for your convenience, as set forth in the Index of Enclosed Documents appearing in Section 4 of this letter.

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Section 1: Ironhaven Data Centers LLC (Borrower)

Set forth below is a description of the organizational documents delivered with respect to Ironhaven Data Centers LLC, a Delaware limited liability company and the Borrower under the Credit Agreement.

1.1 Certificate of Formation

Enclosed at Tab 1 is a certified copy of the Certificate of Formation of Ironhaven Data Centers LLC, as filed with the Secretary of State of the State of Delaware. IHDC was formed as a Delaware limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. The following identifying information is provided for the Administrative Agent's records:

• Entity Type: Delaware limited liability company

• Employer Identification Number (EIN): 84-3291057

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

The Certificate of Formation reflects the original filing with the Delaware Secretary of State, together with any amendments or restatements thereto through the date hereof. The certified copy has been obtained directly from the records of the Delaware Secretary of State and is accompanied by the applicable apostille or certification stamp, as required.

1.2 Limited Liability Company Agreement (Operating Agreement)

Enclosed at Tab 2 is a certified copy of the Amended and Restated Limited Liability Company Agreement of Ironhaven Data Centers LLC (the "LLC Agreement"), which is the operative governing document of the Borrower currently in full force and effect. The LLC Agreement has been certified by Jonathan Pryce-Williams, General Counsel and Secretary of IHDC, as a true and complete copy of the LLC Agreement as in effect on the date hereof.

The LLC Agreement reflects that Ironhaven Holdings Inc. is the sole member of IHDC, holding one hundred percent (100%) of the membership interests in IHDC. The principal executive offices of IHDC are located at:

4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147

The LLC Agreement sets forth, among other matters, the governance, capital structure, distribution mechanics, and management authority provisions applicable to IHDC. The Administrative Agent and the Lenders may note that the LLC Agreement authorizes the officers of IHDC to execute, deliver, and perform the Credit Agreement and the other Loan Documents to which IHDC is a party, subject to the terms and conditions set forth therein.

1.3 Amendments to Organizational Documents

Jonathan Pryce-Williams, General Counsel and Secretary of IHDC, has certified that, as of the date hereof, no amendments, supplements, restatements, or other modifications have been adopted with respect to either the Certificate of Formation or the LLC Agreement of Ironhaven Data Centers LLC other than as set forth in the copies enclosed herewith. Should any amendments have been adopted prior to the date hereof, such amendments are included in the enclosed materials at Tabs 1 and 2, respectively, and the enclosed copies reflect the Certificate of Formation and LLC Agreement as amended through the date hereof.

1.4 Certificate of Good Standing (Delaware)

The Certificate of Good Standing for Ironhaven Data Centers LLC issued by the Secretary of State of the State of Delaware is being transmitted under separate cover in connection with the separate Good Standing Certificates Transmittal Memorandum prepared by this office. This cross-reference is noted here for completeness and to confirm that the good standing certificate delivery obligation under Section 4.01(c)(iv) of the Credit Agreement has been addressed in the CP Checklist. The Administrative Agent is directed to that separate memorandum for the original or certified copy of the Delaware good standing certificate.

1.5 Certificate of Authority / Foreign Qualification (Virginia)

Enclosed at Tab 3 is a certified copy of the Certificate of Authority issued by the State Corporation Commission of the Commonwealth of Virginia, authorizing Ironhaven Data Centers LLC to transact business in the Commonwealth of Virginia as a foreign limited liability company. IHDC's headquarters and principal operations, including the primary data center campus known as "Ironhaven Ashburn I," are located in Ashburn, Loudoun County, Virginia.

The Virginia campus address is:

4500–4550 Dominion Ridge Boulevard Ashburn, Loudoun County, Virginia 20147

The Certificate of Authority confirms IHDC's qualification to do business in Virginia, as is required for an entity maintaining its principal office and a significant operational presence in the Commonwealth. The Borrower has represented that it is current on all Virginia annual registration and renewal requirements as of the date hereof.

1.6 Officer Incumbency

The incumbency and specimen signatures of IHDC's officers are being delivered separately as part of the Secretary's/Officer's Certificate of Ironhaven Data Centers LLC (the "IHDC Secretary's Certificate"). The IHDC Secretary's Certificate certifies the incumbency and authority of the following officers of IHDC:

• Marcus Delaine — Chief Executive Officer

• Rebecca Sung — Chief Financial Officer

• Jonathan Pryce-Williams — General Counsel & Secretary

• Andrei Volkov — Chief Technology Officer

• Natasha Greenfeld — Vice President, Treasury & Capital Markets

The IHDC Secretary's Certificate also contains certified copies of the resolutions of the sole member of IHDC authorizing the execution, delivery, and performance of the Credit Agreement and the other Loan Documents to which IHDC is a party. The Administrative Agent is directed to the IHDC Secretary's Certificate, delivered under separate cover, for such resolutions, specimen signatures, and related incumbency certifications.

Section 2: Ironhaven Holdings Inc. (Parent Guarantor)

Set forth below is a description of the organizational documents delivered with respect to Ironhaven Holdings Inc., a Delaware corporation and the Parent Guarantor under the Credit Agreement.

2.1 Certificate of Incorporation

Enclosed at Tab 4 is a certified copy of the Certificate of Incorporation of Ironhaven Holdings Inc., as filed with the Secretary of State of the State of Delaware. Holdings was incorporated as a Delaware corporation under the General Corporation Law of the State of Delaware, 8 Del. C. § 101 et seq. The following identifying information is provided for the Administrative Agent's records:

• Entity Type: Delaware corporation

• Employer Identification Number (EIN): 84-3291044

• Principal Office: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147 (same as IHDC)

The certified copy enclosed herewith was obtained directly from the records of the Delaware Secretary of State and reflects the Certificate of Incorporation as currently in effect.

2.2 Bylaws. Enclosed at Tab 5 is a certified copy of the Bylaws of Ironhaven Holdings Inc. as currently in effect, certified by Jonathan Pryce-Williams in his capacity as Secretary of Holdings. The Bylaws govern the internal affairs, governance, and corporate procedures of Holdings, including the authority and duties of its Board of Directors and officers.

2.3 Amendments to Organizational Documents

Jonathan Pryce-Williams, in his capacity as Secretary of Ironhaven Holdings Inc., has certified that, as of the date hereof, no amendments, supplements, restatements, or other modifications have been adopted with respect to either the Certificate of Incorporation or the Bylaws of Ironhaven Holdings Inc. other than as set forth in the copies enclosed herewith. The enclosed copies at Tabs 4 and 5 reflect the Certificate of Incorporation and Bylaws of Holdings as in full force and effect on the date hereof.

2.4 Certificate of Good Standing (Delaware)

The Certificate of Good Standing for Ironhaven Holdings Inc. issued by the Secretary of State of the State of Delaware is being transmitted under separate cover in connection with the separate Good Standing Certificates Transmittal Memorandum referenced in Section 1.4 above. The Administrative Agent is directed to that separate memorandum for the original or certified copy of the Delaware good standing certificate for Holdings.

2.5 Ownership and Corporate Governance Notes

For purposes of the Administrative Agent's records and for the information of the Lenders, the following ownership and governance matters are noted with respect to Ironhaven Holdings Inc.:

(a) Ironhaven Holdings Inc. is a direct, wholly-owned subsidiary of Thornfield Infrastructure Fund III, LP (vintage 2021; committed capital approximately $4.8 billion), a Delaware limited partnership managed by Thornfield Capital Partners, LP, a registered investment adviser with the U.S. Securities and Exchange Commission. Thornfield Infrastructure Fund III, LP holds one hundred percent (100%) of the outstanding shares of common stock of Holdings.

(b) Ironhaven Holdings Inc. directly owns one hundred percent (100%) of the membership interests of Ironhaven Data Centers LLC. Accordingly, IHDC is a direct, wholly-owned subsidiary of Holdings, and an indirect subsidiary of Thornfield Infrastructure Fund III, LP.

(c) The Board of Directors of Ironhaven Holdings Inc. has adopted resolutions authorizing Holdings' execution, delivery, and performance of the Guarantee Agreement and the Equity Interest Pledge Agreement, each in connection with the Credit Agreement. Certified copies of such Board Resolutions are being delivered under separate cover as part of the Board Resolutions package for Holdings.

The organizational chart reflecting the ownership structure of the Loan Parties and their affiliates has been separately delivered to the Administrative Agent as part of the Borrower's closing deliverables under Section 4.01(a)(xi) of the Credit Agreement.

Section 3: Ironhaven Frankfurt GmbH (Co-Borrower)

Set forth below is a description of the organizational documents delivered with respect to Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung and the Co-Borrower under the Credit Agreement in respect of the EUR Sub-Tranche.

3.1 Articles of Association (Gesellschaftsvertrag)

Enclosed at Tab 6 is a certified copy of the Articles of Association (Satzung / Gesellschaftsvertrag) of Ironhaven Frankfurt GmbH. IHDC Frankfurt was formed and exists as a German Gesellschaft mit beschränkter Haftung (limited liability company) under the laws of the Federal Republic of Germany. The following identifying information is provided for the Administrative Agent's records:

• Entity Type: Gesellschaft mit beschränkter Haftung (GmbH)

• Registered Office: Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany

The Articles of Association set forth the corporate purpose, share capital, governance, and related provisions of IHDC Frankfurt. The certified copy enclosed herewith has been attested by Katarina Bremer, Managing Director of IHDC Frankfurt, and Dr. Lukas Wendt of Wendt Falkenberg Rechtsanwälte PartG mbB, borrower's German local counsel, as a true and complete copy of the Articles of Association as currently in effect.

3.2 Handelsregisterauszug (Commercial Register Extract)

Enclosed at Tab 7 is a current extract from the Commercial Register (Handelsregister) maintained at the Local Court (Amtsgericht) of Frankfurt am Main (the "Handelsregisterauszug"). The Handelsregisterauszug was obtained from the official electronic records of the Handelsregister and reflects the current registered information for IHDC Frankfurt. The registration details are as follows:

• Registration Number: HRB 129457

• Company Name: Ironhaven Frankfurt GmbH

• Registered Office: Frankfurt am Main, Germany

• Managing Directors (*Geschäftsführer*): Marcus Delaine and Katarina Bremer (local managing director)

• Share Capital: As set forth in the Articles of Association

• Sole Shareholder (*Alleingesellschafterin*): Ironhaven Data Centers LLC (100% of the share capital)

• Object of the Company: Development, ownership, and operation of hyperscale data-center facilities; colocation and wholesale hosting services; and all related ancillary activities

The Administrative Agent and the Lenders should note that the Handelsregisterauszug constitutes the official record of the existence and corporate particulars of IHDC Frankfurt under German law and serves a function analogous to a certificate of good standing or certificate of formation in U.S. jurisdictions. The extract confirms the valid formation and continuing existence of IHDC Frankfurt as a GmbH registered in Frankfurt am Main.

3.3 Shareholders' List (Gesellschafterliste)

Enclosed at Tab 8 is a certified copy of the most recently filed shareholders' list (Gesellschafterliste) of Ironhaven Frankfurt GmbH, as filed with the Handelsregister at the Amtsgericht Frankfurt am Main. The Gesellschafterliste reflects that Ironhaven Data Centers LLC is the sole quotaholder (Alleingesellschafterin) of IHDC Frankfurt, holding one hundred percent (100%) of the share capital of the company. The Gesellschafterliste is current as of the date hereof and has been certified as accurate by Katarina Bremer, Managing Director of IHDC Frankfurt.

3.4 Tax Identification Numbers

For the convenience of the Administrative Agent and the Lenders, the following German tax identification numbers for IHDC Frankfurt are provided:

• German Tax ID (*Steuernummer*): 045/127/98321

• German VAT ID (*USt-IdNr.*): DE347891205

These identification numbers may be required in connection with certain withholding tax, VAT, and other tax-related provisions of the Credit Agreement and the Loan Documents.

3.5 Transparenzregister. The filing confirmation for the German Transparency Register (Transparenzregister) for IHDC Frankfurt is being transmitted under separate cover in connection with the Transparenzregister Filing Confirmation Memorandum prepared by Wendt Falkenberg Rechtsanwälte PartG mbB. The cross-reference is noted here for completeness and to confirm that the Transparenzregister delivery obligation under the Credit Agreement has been addressed in the CP Checklist. The Administrative Agent and Lenders' German counsel are directed to that separate memorandum for the Transparenzregister filing confirmation documentation.

3.6 Managing Director Appointments

Enclosed at Tab 9 are certified copies of the shareholder resolutions (Gesellschafterbeschlüsse) appointing Marcus Delaine and Katarina Bremer as managing directors (Geschäftsführer) of Ironhaven Frankfurt GmbH. These resolutions confirm the appointment and authority of each managing director and have been certified by Dr. Lukas Wendt of Wendt Falkenberg Rechtsanwälte PartG mbB as true and complete copies of the resolutions as adopted.

With respect to powers of representation, the Administrative Agent and the Lenders should note that, as reflected in the Handelsregisterauszug, each managing director is authorized to represent IHDC Frankfurt individually (einzelvertretungsberechtigt), unless the Articles of Association or subsequent shareholder resolutions provide otherwise. The Lenders' German counsel at Blackthorn & Sundial Software (Frankfurt Office) may wish to confirm the scope of representation authority in connection with its review of the German security documents.

3.7 Shareholder Resolutions Authorizing the Transaction

The shareholder resolutions (Gesellschafterbeschlüsse) adopted by Ironhaven Data Centers LLC, as the sole quotaholder of IHDC Frankfurt, authorizing IHDC Frankfurt's entry into the Credit Agreement as Co-Borrower are being delivered under separate cover as part of the Shareholder Resolutions package for IHDC Frankfurt. Such resolutions authorized, among other matters:

(a) IHDC Frankfurt's execution, delivery, and performance of the Credit Agreement as Co-Borrower in respect of the EUR Sub-Tranche, in an aggregate principal amount of €253,571,429 (equivalent to approximately $275,000,000 at a EUR/USD exchange rate of 1.0846 as of the date hereof);

(b) IHDC Frankfurt's execution, delivery, and performance of the German security documents, including, without limitation, the following:

(i) the Grundschuld (land charge) over the Frankfurt campus parcel;

(ii) the Globalzession (global assignment of receivables);

(iii) the Kontoverpfändung (account pledge agreement);

(iv) the Sicherungsübereignungsvertrag (security transfer of movable assets agreement); and

(v) all related ancillary security agreements and documents;

(c) the granting of authority to the managing directors to execute and deliver all Loan Documents, certificates, and ancillary documentation on behalf of IHDC Frankfurt in connection with the Credit Agreement and the transactions contemplated thereby.

The Administrative Agent is directed to the separate Shareholder Resolutions delivery for the certified copies of such resolutions.

3.8 Note on German Documents

The Administrative Agent and the Lenders should note the following with respect to the German-language organizational documents delivered in connection with IHDC Frankfurt:

(a) Certified English Translations. All German-language original documents enclosed herewith (Tabs 6 through 9) are accompanied by certified English translations, as required under Section 4.01(c)(vii) of the Credit Agreement. The certified English translations are enclosed collectively at Tab 10. In the event of any inconsistency between the German-language originals and the English translations, the German-language originals shall control, subject to any contrary provision of the Credit Agreement.

(b) German Local Counsel. Wendt Falkenberg Rechtsanwälte PartG mbB, located at Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany (Dr. Lukas Wendt and Julia Falkenberg, partners), served as borrower's German local counsel in connection with the transactions contemplated by the Credit Agreement. Wendt Falkenberg assisted in the collection, certification, and translation of the German organizational documents enclosed herewith and is available to respond to inquiries from the Administrative Agent, the Collateral Agent, or Lenders' German counsel regarding such documents.

(c) Grundbuch Reference. The Grundbuch (land register) reference for the Frankfurt campus parcel, which serves as collateral under the Grundschuld, is as follows: Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789 (approximately 18.7 hectares). This reference is set forth in detail in the German security documents and is not duplicated in this organizational documents package. The Administrative Agent and the Collateral Agent are directed to the German security documents package, delivered separately, for all Grundbuch-related information and documentation.

Section 4: Index of Enclosed Documents

The following tabular index lists each document enclosed herewith, organized by Tab number. All documents are enclosed in the physical binder accompanying this letter (or, if transmitted electronically, in the corresponding electronic folder labeled "Organizational Documents — Tabs 1–10").

Note: Page counts are approximate and reflect the number of pages of the relevant document exclusive of cover pages, certification pages, and divider tabs. Actual page counts may vary slightly in the bound physical copy.

Section 5: Certifications and Representations

In connection with the delivery of the organizational documents enclosed herewith, the following certifications and representations are provided for the benefit of the Administrative Agent, the Collateral Agent, and the Lenders:

(a) U.S. Organizational Documents (IHDC and Holdings). Jonathan Pryce-Williams, in his capacity as General Counsel and Secretary of each of Ironhaven Data Centers LLC and Ironhaven Holdings Inc., has certified the accuracy and completeness of all U.S. organizational documents for IHDC and Holdings enclosed herein. Mr. Pryce-Williams' certification confirms that the enclosed copies of the Certificate of Formation and LLC Agreement (for IHDC), the Certificate of Incorporation and Bylaws (for Holdings), and the Certificate of Authority (for IHDC's Virginia qualification) are true, correct, and complete copies of such documents as in full force and effect on the date hereof, and that no further amendments, supplements, restatements, or other modifications have been adopted with respect to any such documents other than as reflected in the enclosed materials.

(b) German Organizational Documents (IHDC Frankfurt). Katarina Bremer, in her capacity as Managing Director of Ironhaven Frankfurt GmbH, and Dr. Lukas Wendt of Wendt Falkenberg Rechtsanwälte PartG mbB, as borrower's German local counsel, have each certified the German organizational documents enclosed herein, including the Articles of Association, the Handelsregisterauszug, the Gesellschafterliste, and the Managing Director Appointment Resolutions. Their certifications confirm that the enclosed copies are true, correct, and complete copies of such documents as in full force and effect on the date hereof.

(c) No Further Amendments. Each of the certifying officers and representatives identified above has represented that no organizational document of any Loan Party (including, without limitation, any charter, certificate of formation, certificate of incorporation, articles of association, bylaws, operating agreement, partnership agreement, or similar document) has been amended, supplemented, restated, or otherwise modified since the date of the enclosed copies other than as reflected in the enclosed materials.

(d) Good Standing and Due Organization. Each Loan Party has represented that it is duly organized, validly existing, and in good standing (or the equivalent thereof, in the case of jurisdictions that do not issue good standing certificates) under the laws of its respective jurisdiction of formation, and is duly qualified and authorized to transact business in each other jurisdiction in which such qualification is required.

Section 6: Cross-References to Related Deliverables

For the convenience of the Administrative Agent and the Lenders, the following related deliverables are being transmitted separately and are cross-referenced herein for completeness. The Administrative Agent should consult the CP Checklist for the complete list of all conditions precedent deliverables and their current status.

(a) Secretary's/Officer's Certificate (IHDC) — Being delivered under separate cover. This certificate includes the incumbency and specimen signatures of IHDC's officers, certified copies of the resolutions of the sole member of IHDC authorizing the Credit Agreement and the related Loan Documents, and a certification by Jonathan Pryce-Williams as to the accuracy of the organizational documents.

(b) Board Resolutions — Ironhaven Holdings Inc. — Being delivered under separate cover. These resolutions were adopted by the Board of Directors of Holdings authorizing Holdings' execution, delivery, and performance of the Guarantee Agreement and the Equity Interest Pledge Agreement.

(c) Shareholder Resolutions — Ironhaven Frankfurt GmbH — Being delivered under separate cover. These resolutions were adopted by IHDC, as the sole quotaholder of IHDC Frankfurt, authorizing IHDC Frankfurt's entry into the Credit Agreement as Co-Borrower in respect of the EUR Sub-Tranche and the German security documents.

(d) Good Standing Certificates (IHDC — Delaware and Virginia; Holdings — Delaware) — Being delivered under separate cover pursuant to the Good Standing Certificates Transmittal Memorandum prepared by this office. The good standing certificates confirm the valid existence and good standing of IHDC in Delaware and Virginia, and of Holdings in Delaware.

(e) Transparenzregister Filing Confirmation (IHDC Frankfurt) — Being delivered under separate cover pursuant to the Transparenzregister Filing Confirmation Memorandum prepared by Wendt Falkenberg Rechtsanwälte PartG mbB. This filing confirmation confirms IHDC Frankfurt's compliance with its obligations under the German Geldwäschegesetz (Anti-Money Laundering Act) to report its beneficial ownership information to the German Transparency Register.

(f) Conditions Precedent Checklist — The master CP Checklist, maintained by the Administrative Agent with input from the Borrower and counsel, in its final version dated June 3, 2024, reflecting all conditions precedent items as satisfied or waived, is being circulated to all parties under separate cover by the Administrative Agent.

Section 7: Reservations and Qualifications

The Administrative Agent and the Lenders should note the following reservations and qualifications in connection with this transmittal letter:

(a) Not a Legal Opinion. This transmittal letter is delivered solely for the purposes of satisfying the conditions precedent to the effectiveness of the Credit Agreement under Section 4.01(c) thereof and transmitting the organizational documents described herein to the Administrative Agent, the Collateral Agent, and Lenders' counsel. This letter does not constitute, and should not be construed as, a legal opinion of Calderwood & Harkness LLP or any other counsel with respect to any matter, including, without limitation, the due organization, valid existence, or good standing of any Loan Party, the authorization, execution, delivery, or enforceability of the Credit Agreement or any other Loan Document, or the perfection or priority of any security interest or lien.

(b) Separate Legal Opinions. The legal opinions required under the Credit Agreement are being delivered separately and include the following:

(i) Calderwood & Harkness LLP — New York and Delaware law opinion;

(ii) Calderwood & Harkness LLP — Virginia law opinion;

(iii) Calderwood & Harkness LLP — U.S. regulatory opinion;

(iv) Calderwood & Harkness LLP — Tax opinion (including U.S. federal income tax, U.S. withholding tax, and treaty-related matters); and

(v) Wendt Falkenberg Rechtsanwälte PartG mbB — German law legal opinion (covering, among other matters, the due incorporation, existence, and capacity of IHDC Frankfurt, the authorization and enforceability of the German Loan Documents, and the creation and perfection of the German security interests).

Each such legal opinion is subject to the assumptions, qualifications, limitations, and exceptions set forth therein. The Administrative Agent and the Lenders are directed to such legal opinions for the specific representations, conclusions, and qualifications contained therein.

(c) No Warranties. The organizational documents enclosed herewith are provided without any warranty or representation by Calderwood & Harkness LLP, except as to the accuracy of the certifications executed by the certifying officers and authorized representatives of the respective Loan Parties, as described in Section 5 above. Calderwood & Harkness LLP has relied upon such certifications without independent verification.

Closing

We respectfully request that the Administrative Agent acknowledge receipt of the enclosed organizational documents package by executing and returning a copy of this letter or by providing written confirmation of receipt to the undersigned at the address set forth below.

Should you have any questions regarding this transmittal letter or the enclosed organizational documents, please do not hesitate to contact the following individuals:

For general inquiries and U.S. organizational documents:

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

Email: daniel.obi@calderwoodharkness.com

Lisa Morrow, Working Associate Calderwood & Harkness LLP 125 Broad Street New York, New York 10004 Telephone: (212) 558-4238

Email: lisa.morrow@calderwoodharkness.com

For German organizational document inquiries:

Dr. Lukas Wendt, Partner Wendt Falkenberg Rechtsanwälte PartG mbB Mainzer Landstraße 46 60325 Frankfurt am Main, Germany Telephone: +49 (69) 7706-4200

Email: l.wendt@wendtfalkenberg.de

We appreciate your prompt attention to this matter and look forward to the successful closing of the Credit Agreement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Stephanie Okafor

Title: Partner, Banking & Finance

cc:

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

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

Dr. Lukas Wendt Wendt Falkenberg Rechtsanwälte PartG mbB Mainzer Landstraße 46 60325 Frankfurt am Main, Germany

Enclosures:

Tabs 1 through 10, as detailed in the Index of Enclosed Documents set forth in Section 4 of this letter.

Tab	Document Description	Entity	Jurisdiction	Pages	Certification Status
1	Certificate of Formation (as amended through the date hereof)	Ironhaven Data Centers LLC	Delaware	4	Official Secretary of State certified copy
2	Amended and Restated Limited Liability Company Agreement	Ironhaven Data Centers LLC	Delaware	47	Secretary-certified
3	Certificate of Authority to Transact Business in the Commonwealth of Virginia	Ironhaven Data Centers LLC	Virginia	2	Official State Corporation Commission certified copy
4	Certificate of Incorporation (as amended through the date hereof)	Ironhaven Holdings Inc.	Delaware	6	Official Secretary of State certified copy
5	Bylaws (as currently in effect)	Ironhaven Holdings Inc.	Delaware	23	Secretary-certified
6	Articles of Association (Gesellschaftsvertrag) (German-language original)	Ironhaven Frankfurt GmbH	Germany (Frankfurt am Main)	18	Notarized; Managing Director-certified
7	Commercial Register Extract (Handelsregisterauszug) (HRB 129457) (German-language original)	Ironhaven Frankfurt GmbH	Germany (Frankfurt am Main)	5	Official extract (Amtsgericht)
8	Shareholders' List (Gesellschafterliste) (German-language original)	Ironhaven Frankfurt GmbH	Germany (Frankfurt am Main)	2	Managing Director-certified; filed with Handelsregister
9	Managing Director Appointment Resolutions (Gesellschafterbeschlüsse) (German-language originals)	Ironhaven Frankfurt GmbH	Germany (Frankfurt am Main)	6	Notarized; German local counsel-certified
10	Certified English Translations of German Documents (Tabs 6–9)	Ironhaven Frankfurt GmbH	Germany (Frankfurt am Main)	31	Certified translation (Wendt Falkenberg Rechtsanwälte PartG mbB)

CALDERWOOD & HARKNESS LLP Attorneys at Law
125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
May 15, 2024
Crescent Harbor Bank, N.A., as Administrative Agent 1200 Harbor Point Drive Charlotte, North Carolina 28202
Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services
Copy to:
Pinnacle Trust Company, N.A., as Collateral Agent 101 Constitution Avenue NW Washington, D.C. 20001
Attention: William Hargrove, Senior Vice President, Corporate Trust
Copy to:
Blackthorn & Sundial Software (Lenders' Counsel) 51 West 52nd Street New York, New York 10019
Attention: Catherine Ellsworth, Partner
Copy to:
Blackthorn & Sundial Software (Frankfurt Office — Lenders' German Counsel) Bockenheimer Landstraße 24 60323 Frankfurt am Main, Germany
Attention: Maximilian Roth, Partner
Re: Organizational Documents Package — Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower" or "IHDC"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower" or "IHDC Frankfurt"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor" or "Holdings"), Crescent Harbor Bank, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"), Pinnacle Trust Company, N.A., as Collateral Agent (in such capacity, the "Collateral Agent"), and the Lenders party thereto
Aggregate Commitments: $950,000,000 CUSIP: 46283LAA5 Crescent Harbor Deal Reference: CHB-LF-2024-0287 Calderwood & Harkness Matter No.: 1043-00001
Ladies and Gentlemen:
We are counsel to Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC" or the "Borrower"), in connection with the above-referenced Senior Secured Term Loan B Credit Agreement (the "Credit Agreement"), and we represent IHDC, Ironhaven Holdings Inc. ("Holdings"), and Ironhaven Frankfurt GmbH ("IHDC Frankfurt" and, together with IHDC and Holdings, each a "Loan Party" and collectively, the "Loan Parties") with respect to the transactions contemplated thereunder.
This letter transmits to you certified copies of the organizational documents and related formation records for each Loan Party as required under Section 4.01(c) (Conditions Precedent to Signing — Organizational Documents) of the Credit Agreement, which provides that the delivery of such organizational documents constitutes a condition precedent to the effectiveness of the Credit Agreement and the availability of the Commitments thereunder. These materials are being delivered in satisfaction of the corresponding line items set forth in the Conditions Precedent Checklist maintained by the Administrative Agent in connection with the closing of the Credit Agreement (the "CP Checklist").
All documents enclosed herewith are true, correct, and complete copies, as certified by the applicable officer or authorized representative of each respective Loan Party. Where indicated below, certain related deliverables — including good standing certificates, officer's certificates, board and shareholder resolutions, and regulatory filings — are being transmitted under separate cover or are cross-referenced herein for completeness. The organizational documents enclosed with this letter are organized by Loan Party and tabbed for your convenience, as set forth in the Index of Enclosed Documents appearing in Section 4 of this letter.
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Section 1: Ironhaven Data Centers LLC (Borrower)
Set forth below is a description of the organizational documents delivered with respect to Ironhaven Data Centers LLC, a Delaware limited liability company and the Borrower under the Credit Agreement.
1.1 Certificate of Formation
Enclosed at Tab 1 is a certified copy of the Certificate of Formation of Ironhaven Data Centers LLC, as filed with the Secretary of State of the State of Delaware. IHDC was formed as a Delaware limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. The following identifying information is provided for the Administrative Agent's records:
•  Entity Type: Delaware limited liability company
•  Employer Identification Number (EIN): 84-3291057
•  Registered Agent: Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904
The Certificate of Formation reflects the original filing with the Delaware Secretary of State, together with any amendments or restatements thereto through the date hereof. The certified copy has been obtained directly from the records of the Delaware Secretary of State and is accompanied by the applicable apostille or certification stamp, as required.
1.2 Limited Liability Company Agreement (Operating Agreement)
Enclosed at Tab 2 is a certified copy of the Amended and Restated Limited Liability Company Agreement of Ironhaven Data Centers LLC (the "LLC Agreement"), which is the operative governing document of the Borrower currently in full force and effect. The LLC Agreement has been certified by Jonathan Pryce-Williams, General Counsel and Secretary of IHDC, as a true and complete copy of the LLC Agreement as in effect on the date hereof.
The LLC Agreement reflects that Ironhaven Holdings Inc. is the sole member of IHDC, holding one hundred percent (100%) of the membership interests in IHDC. The principal executive offices of IHDC are located at:
4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
The LLC Agreement sets forth, among other matters, the governance, capital structure, distribution mechanics, and management authority provisions applicable to IHDC. The Administrative Agent and the Lenders may note that the LLC Agreement authorizes the officers of IHDC to execute, deliver, and perform the Credit Agreement and the other Loan Documents to which IHDC is a party, subject to the terms and conditions set forth therein.
1.3 Amendments to Organizational Documents
Jonathan Pryce-Williams, General Counsel and Secretary of IHDC, has certified that, as of the date hereof, no amendments, supplements, restatements, or other modifications have been adopted with respect to either the Certificate of Formation or the LLC Agreement of Ironhaven Data Centers LLC other than as set forth in the copies enclosed herewith. Should any amendments have been adopted prior to the date hereof, such amendments are included in the enclosed materials at Tabs 1 and 2, respectively, and the enclosed copies reflect the Certificate of Formation and LLC Agreement as amended through the date hereof.
1.4 Certificate of Good Standing (Delaware)
The Certificate of Good Standing for Ironhaven Data Centers LLC issued by the Secretary of State of the State of Delaware is being transmitted under separate cover in connection with the separate Good Standing Certificates Transmittal Memorandum prepared by this office. This cross-reference is noted here for completeness and to confirm that the good standing certificate delivery obligation under Section 4.01(c)(iv) of the Credit Agreement has been addressed in the CP Checklist. The Administrative Agent is directed to that separate memorandum for the original or certified copy of the Delaware good standing certificate.
1.5 Certificate of Authority / Foreign Qualification (Virginia)
Enclosed at Tab 3 is a certified copy of the Certificate of Authority issued by the State Corporation Commission of the Commonwealth of Virginia, authorizing Ironhaven Data Centers LLC to transact business in the Commonwealth of Virginia as a foreign limited liability company. IHDC's headquarters and principal operations, including the primary data center campus known as "Ironhaven Ashburn I," are located in Ashburn, Loudoun County, Virginia.
The Virginia campus address is:
4500–4550 Dominion Ridge Boulevard Ashburn, Loudoun County, Virginia 20147
The Certificate of Authority confirms IHDC's qualification to do business in Virginia, as is required for an entity maintaining its principal office and a significant operational presence in the Commonwealth. The Borrower has represented that it is current on all Virginia annual registration and renewal requirements as of the date hereof.
1.6 Officer Incumbency
The incumbency and specimen signatures of IHDC's officers are being delivered separately as part of the Secretary's/Officer's Certificate of Ironhaven Data Centers LLC (the "IHDC Secretary's Certificate"). The IHDC Secretary's Certificate certifies the incumbency and authority of the following officers of IHDC:
•  Marcus Delaine — Chief Executive Officer
•  Rebecca Sung — Chief Financial Officer
•  Jonathan Pryce-Williams — General Counsel & Secretary
•  Andrei Volkov — Chief Technology Officer
•  Natasha Greenfeld — Vice President, Treasury & Capital Markets
The IHDC Secretary's Certificate also contains certified copies of the resolutions of the sole member of IHDC authorizing the execution, delivery, and performance of the Credit Agreement and the other Loan Documents to which IHDC is a party. The Administrative Agent is directed to the IHDC Secretary's Certificate, delivered under separate cover, for such resolutions, specimen signatures, and related incumbency certifications.
Section 2: Ironhaven Holdings Inc. (Parent Guarantor)
Set forth below is a description of the organizational documents delivered with respect to Ironhaven Holdings Inc., a Delaware corporation and the Parent Guarantor under the Credit Agreement.
2.1 Certificate of Incorporation
Enclosed at Tab 4 is a certified copy of the Certificate of Incorporation of Ironhaven Holdings Inc., as filed with the Secretary of State of the State of Delaware. Holdings was incorporated as a Delaware corporation under the General Corporation Law of the State of Delaware, 8 Del. C. § 101 et seq. The following identifying information is provided for the Administrative Agent's records:
•  Entity Type: Delaware corporation
•  Employer Identification Number (EIN): 84-3291044
•  Principal Office: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147 (same as IHDC)
The certified copy enclosed herewith was obtained directly from the records of the Delaware Secretary of State and reflects the Certificate of Incorporation as currently in effect.
2.2 Bylaws.  Enclosed at Tab 5 is a certified copy of the Bylaws of Ironhaven Holdings Inc. as currently in effect, certified by Jonathan Pryce-Williams in his capacity as Secretary of Holdings. The Bylaws govern the internal affairs, governance, and corporate procedures of Holdings, including the authority and duties of its Board of Directors and officers.
2.3 Amendments to Organizational Documents
Jonathan Pryce-Williams, in his capacity as Secretary of Ironhaven Holdings Inc., has certified that, as of the date hereof, no amendments, supplements, restatements, or other modifications have been adopted with respect to either the Certificate of Incorporation or the Bylaws of Ironhaven Holdings Inc. other than as set forth in the copies enclosed herewith. The enclosed copies at Tabs 4 and 5 reflect the Certificate of Incorporation and Bylaws of Holdings as in full force and effect on the date hereof.
2.4 Certificate of Good Standing (Delaware)
The Certificate of Good Standing for Ironhaven Holdings Inc. issued by the Secretary of State of the State of Delaware is being transmitted under separate cover in connection with the separate Good Standing Certificates Transmittal Memorandum referenced in Section 1.4 above. The Administrative Agent is directed to that separate memorandum for the original or certified copy of the Delaware good standing certificate for Holdings.
2.5 Ownership and Corporate Governance Notes
For purposes of the Administrative Agent's records and for the information of the Lenders, the following ownership and governance matters are noted with respect to Ironhaven Holdings Inc.:
(a) Ironhaven Holdings Inc. is a direct, wholly-owned subsidiary of Thornfield Infrastructure Fund III, LP (vintage 2021; committed capital approximately $4.8 billion), a Delaware limited partnership managed by Thornfield Capital Partners, LP, a registered investment adviser with the U.S. Securities and Exchange Commission. Thornfield Infrastructure Fund III, LP holds one hundred percent (100%) of the outstanding shares of common stock of Holdings.
(b) Ironhaven Holdings Inc. directly owns one hundred percent (100%) of the membership interests of Ironhaven Data Centers LLC. Accordingly, IHDC is a direct, wholly-owned subsidiary of Holdings, and an indirect subsidiary of Thornfield Infrastructure Fund III, LP.
(c) The Board of Directors of Ironhaven Holdings Inc. has adopted resolutions authorizing Holdings' execution, delivery, and performance of the Guarantee Agreement and the Equity Interest Pledge Agreement, each in connection with the Credit Agreement. Certified copies of such Board Resolutions are being delivered under separate cover as part of the Board Resolutions package for Holdings.
The organizational chart reflecting the ownership structure of the Loan Parties and their affiliates has been separately delivered to the Administrative Agent as part of the Borrower's closing deliverables under Section 4.01(a)(xi) of the Credit Agreement.
Section 3: Ironhaven Frankfurt GmbH (Co-Borrower)
Set forth below is a description of the organizational documents delivered with respect to Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung and the Co-Borrower under the Credit Agreement in respect of the EUR Sub-Tranche.
3.1 Articles of Association (Gesellschaftsvertrag)
Enclosed at Tab 6 is a certified copy of the Articles of Association (Satzung / Gesellschaftsvertrag) of Ironhaven Frankfurt GmbH. IHDC Frankfurt was formed and exists as a German Gesellschaft mit beschränkter Haftung (limited liability company) under the laws of the Federal Republic of Germany. The following identifying information is provided for the Administrative Agent's records:
•  Entity Type: Gesellschaft mit beschränkter Haftung (GmbH)
•  Registered Office: Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany
The Articles of Association set forth the corporate purpose, share capital, governance, and related provisions of IHDC Frankfurt. The certified copy enclosed herewith has been attested by Katarina Bremer, Managing Director of IHDC Frankfurt, and Dr. Lukas Wendt of Wendt Falkenberg Rechtsanwälte PartG mbB, borrower's German local counsel, as a true and complete copy of the Articles of Association as currently in effect.
3.2 Handelsregisterauszug (Commercial Register Extract)
Enclosed at Tab 7 is a current extract from the Commercial Register (Handelsregister) maintained at the Local Court (Amtsgericht) of Frankfurt am Main (the "Handelsregisterauszug"). The Handelsregisterauszug was obtained from the official electronic records of the Handelsregister and reflects the current registered information for IHDC Frankfurt. The registration details are as follows:
•  Registration Number: HRB 129457
•  Company Name: Ironhaven Frankfurt GmbH
•  Registered Office: Frankfurt am Main, Germany
•  Managing Directors (*Geschäftsführer*): Marcus Delaine and Katarina Bremer (local managing director)
•  Share Capital: As set forth in the Articles of Association
•  Sole Shareholder (*Alleingesellschafterin*): Ironhaven Data Centers LLC (100% of the share capital)
•  Object of the Company: Development, ownership, and operation of hyperscale data-center facilities; colocation and wholesale hosting services; and all related ancillary activities
The Administrative Agent and the Lenders should note that the Handelsregisterauszug constitutes the official record of the existence and corporate particulars of IHDC Frankfurt under German law and serves a function analogous to a certificate of good standing or certificate of formation in U.S. jurisdictions. The extract confirms the valid formation and continuing existence of IHDC Frankfurt as a GmbH registered in Frankfurt am Main.
3.3 Shareholders' List (Gesellschafterliste)
Enclosed at Tab 8 is a certified copy of the most recently filed shareholders' list (Gesellschafterliste) of Ironhaven Frankfurt GmbH, as filed with the Handelsregister at the Amtsgericht Frankfurt am Main. The Gesellschafterliste reflects that Ironhaven Data Centers LLC is the sole quotaholder (Alleingesellschafterin) of IHDC Frankfurt, holding one hundred percent (100%) of the share capital of the company. The Gesellschafterliste is current as of the date hereof and has been certified as accurate by Katarina Bremer, Managing Director of IHDC Frankfurt.
3.4 Tax Identification Numbers
For the convenience of the Administrative Agent and the Lenders, the following German tax identification numbers for IHDC Frankfurt are provided:
•  German Tax ID (*Steuernummer*): 045/127/98321
•  German VAT ID (*USt-IdNr.*): DE347891205
These identification numbers may be required in connection with certain withholding tax, VAT, and other tax-related provisions of the Credit Agreement and the Loan Documents.
3.5 Transparenzregister.  The filing confirmation for the German Transparency Register (Transparenzregister) for IHDC Frankfurt is being transmitted under separate cover in connection with the Transparenzregister Filing Confirmation Memorandum prepared by Wendt Falkenberg Rechtsanwälte PartG mbB. The cross-reference is noted here for completeness and to confirm that the Transparenzregister delivery obligation under the Credit Agreement has been addressed in the CP Checklist. The Administrative Agent and Lenders' German counsel are directed to that separate memorandum for the Transparenzregister filing confirmation documentation.
3.6 Managing Director Appointments
Enclosed at Tab 9 are certified copies of the shareholder resolutions (Gesellschafterbeschlüsse) appointing Marcus Delaine and Katarina Bremer as managing directors (Geschäftsführer) of Ironhaven Frankfurt GmbH. These resolutions confirm the appointment and authority of each managing director and have been certified by Dr. Lukas Wendt of Wendt Falkenberg Rechtsanwälte PartG mbB as true and complete copies of the resolutions as adopted.
With respect to powers of representation, the Administrative Agent and the Lenders should note that, as reflected in the Handelsregisterauszug, each managing director is authorized to represent IHDC Frankfurt individually (einzelvertretungsberechtigt), unless the Articles of Association or subsequent shareholder resolutions provide otherwise. The Lenders' German counsel at Blackthorn & Sundial Software (Frankfurt Office) may wish to confirm the scope of representation authority in connection with its review of the German security documents.
3.7 Shareholder Resolutions Authorizing the Transaction
The shareholder resolutions (Gesellschafterbeschlüsse) adopted by Ironhaven Data Centers LLC, as the sole quotaholder of IHDC Frankfurt, authorizing IHDC Frankfurt's entry into the Credit Agreement as Co-Borrower are being delivered under separate cover as part of the Shareholder Resolutions package for IHDC Frankfurt. Such resolutions authorized, among other matters:
(a) IHDC Frankfurt's execution, delivery, and performance of the Credit Agreement as Co-Borrower in respect of the EUR Sub-Tranche, in an aggregate principal amount of €253,571,429 (equivalent to approximately $275,000,000 at a EUR/USD exchange rate of 1.0846 as of the date hereof);
(b) IHDC Frankfurt's execution, delivery, and performance of the German security documents, including, without limitation, the following:
(i) the Grundschuld (land charge) over the Frankfurt campus parcel;
(ii) the Globalzession (global assignment of receivables);
(iii) the Kontoverpfändung (account pledge agreement);
(iv) the Sicherungsübereignungsvertrag (security transfer of movable assets agreement); and
(v) all related ancillary security agreements and documents;
(c) the granting of authority to the managing directors to execute and deliver all Loan Documents, certificates, and ancillary documentation on behalf of IHDC Frankfurt in connection with the Credit Agreement and the transactions contemplated thereby.
The Administrative Agent is directed to the separate Shareholder Resolutions delivery for the certified copies of such resolutions.
3.8 Note on German Documents
The Administrative Agent and the Lenders should note the following with respect to the German-language organizational documents delivered in connection with IHDC Frankfurt:
(a) Certified English Translations. All German-language original documents enclosed herewith (Tabs 6 through 9) are accompanied by certified English translations, as required under Section 4.01(c)(vii) of the Credit Agreement. The certified English translations are enclosed collectively at Tab 10. In the event of any inconsistency between the German-language originals and the English translations, the German-language originals shall control, subject to any contrary provision of the Credit Agreement.
(b) German Local Counsel. Wendt Falkenberg Rechtsanwälte PartG mbB, located at Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany (Dr. Lukas Wendt and Julia Falkenberg, partners), served as borrower's German local counsel in connection with the transactions contemplated by the Credit Agreement. Wendt Falkenberg assisted in the collection, certification, and translation of the German organizational documents enclosed herewith and is available to respond to inquiries from the Administrative Agent, the Collateral Agent, or Lenders' German counsel regarding such documents.
(c) Grundbuch Reference. The Grundbuch (land register) reference for the Frankfurt campus parcel, which serves as collateral under the Grundschuld, is as follows: Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789 (approximately 18.7 hectares). This reference is set forth in detail in the German security documents and is not duplicated in this organizational documents package. The Administrative Agent and the Collateral Agent are directed to the German security documents package, delivered separately, for all Grundbuch-related information and documentation.
Section 4: Index of Enclosed Documents
The following tabular index lists each document enclosed herewith, organized by Tab number. All documents are enclosed in the physical binder accompanying this letter (or, if transmitted electronically, in the corresponding electronic folder labeled "Organizational Documents — Tabs 1–10").
Note: Page counts are approximate and reflect the number of pages of the relevant document exclusive of cover pages, certification pages, and divider tabs. Actual page counts may vary slightly in the bound physical copy.
Section 5: Certifications and Representations
In connection with the delivery of the organizational documents enclosed herewith, the following certifications and representations are provided for the benefit of the Administrative Agent, the Collateral Agent, and the Lenders:
(a) U.S. Organizational Documents (IHDC and Holdings). Jonathan Pryce-Williams, in his capacity as General Counsel and Secretary of each of Ironhaven Data Centers LLC and Ironhaven Holdings Inc., has certified the accuracy and completeness of all U.S. organizational documents for IHDC and Holdings enclosed herein. Mr. Pryce-Williams' certification confirms that the enclosed copies of the Certificate of Formation and LLC Agreement (for IHDC), the Certificate of Incorporation and Bylaws (for Holdings), and the Certificate of Authority (for IHDC's Virginia qualification) are true, correct, and complete copies of such documents as in full force and effect on the date hereof, and that no further amendments, supplements, restatements, or other modifications have been adopted with respect to any such documents other than as reflected in the enclosed materials.
(b) German Organizational Documents (IHDC Frankfurt). Katarina Bremer, in her capacity as Managing Director of Ironhaven Frankfurt GmbH, and Dr. Lukas Wendt of Wendt Falkenberg Rechtsanwälte PartG mbB, as borrower's German local counsel, have each certified the German organizational documents enclosed herein, including the Articles of Association, the Handelsregisterauszug, the Gesellschafterliste, and the Managing Director Appointment Resolutions. Their certifications confirm that the enclosed copies are true, correct, and complete copies of such documents as in full force and effect on the date hereof.
(c) No Further Amendments. Each of the certifying officers and representatives identified above has represented that no organizational document of any Loan Party (including, without limitation, any charter, certificate of formation, certificate of incorporation, articles of association, bylaws, operating agreement, partnership agreement, or similar document) has been amended, supplemented, restated, or otherwise modified since the date of the enclosed copies other than as reflected in the enclosed materials.
(d) Good Standing and Due Organization. Each Loan Party has represented that it is duly organized, validly existing, and in good standing (or the equivalent thereof, in the case of jurisdictions that do not issue good standing certificates) under the laws of its respective jurisdiction of formation, and is duly qualified and authorized to transact business in each other jurisdiction in which such qualification is required.
Section 6: Cross-References to Related Deliverables
For the convenience of the Administrative Agent and the Lenders, the following related deliverables are being transmitted separately and are cross-referenced herein for completeness. The Administrative Agent should consult the CP Checklist for the complete list of all conditions precedent deliverables and their current status.
(a) Secretary's/Officer's Certificate (IHDC) — Being delivered under separate cover. This certificate includes the incumbency and specimen signatures of IHDC's officers, certified copies of the resolutions of the sole member of IHDC authorizing the Credit Agreement and the related Loan Documents, and a certification by Jonathan Pryce-Williams as to the accuracy of the organizational documents.
(b) Board Resolutions — Ironhaven Holdings Inc. — Being delivered under separate cover. These resolutions were adopted by the Board of Directors of Holdings authorizing Holdings' execution, delivery, and performance of the Guarantee Agreement and the Equity Interest Pledge Agreement.
(c) Shareholder Resolutions — Ironhaven Frankfurt GmbH — Being delivered under separate cover. These resolutions were adopted by IHDC, as the sole quotaholder of IHDC Frankfurt, authorizing IHDC Frankfurt's entry into the Credit Agreement as Co-Borrower in respect of the EUR Sub-Tranche and the German security documents.
(d) Good Standing Certificates (IHDC — Delaware and Virginia; Holdings — Delaware) — Being delivered under separate cover pursuant to the Good Standing Certificates Transmittal Memorandum prepared by this office. The good standing certificates confirm the valid existence and good standing of IHDC in Delaware and Virginia, and of Holdings in Delaware.
(e) Transparenzregister Filing Confirmation (IHDC Frankfurt) — Being delivered under separate cover pursuant to the Transparenzregister Filing Confirmation Memorandum prepared by Wendt Falkenberg Rechtsanwälte PartG mbB. This filing confirmation confirms IHDC Frankfurt's compliance with its obligations under the German Geldwäschegesetz (Anti-Money Laundering Act) to report its beneficial ownership information to the German Transparency Register.
(f) Conditions Precedent Checklist — The master CP Checklist, maintained by the Administrative Agent with input from the Borrower and counsel, in its final version dated June 3, 2024, reflecting all conditions precedent items as satisfied or waived, is being circulated to all parties under separate cover by the Administrative Agent.
Section 7: Reservations and Qualifications
The Administrative Agent and the Lenders should note the following reservations and qualifications in connection with this transmittal letter:
(a) Not a Legal Opinion. This transmittal letter is delivered solely for the purposes of satisfying the conditions precedent to the effectiveness of the Credit Agreement under Section 4.01(c) thereof and transmitting the organizational documents described herein to the Administrative Agent, the Collateral Agent, and Lenders' counsel. This letter does not constitute, and should not be construed as, a legal opinion of Calderwood & Harkness LLP or any other counsel with respect to any matter, including, without limitation, the due organization, valid existence, or good standing of any Loan Party, the authorization, execution, delivery, or enforceability of the Credit Agreement or any other Loan Document, or the perfection or priority of any security interest or lien.
(b) Separate Legal Opinions. The legal opinions required under the Credit Agreement are being delivered separately and include the following:
(i) Calderwood & Harkness LLP — New York and Delaware law opinion;
(ii) Calderwood & Harkness LLP — Virginia law opinion;
(iii) Calderwood & Harkness LLP — U.S. regulatory opinion;
(iv) Calderwood & Harkness LLP — Tax opinion (including U.S. federal income tax, U.S. withholding tax, and treaty-related matters); and
(v) Wendt Falkenberg Rechtsanwälte PartG mbB — German law legal opinion (covering, among other matters, the due incorporation, existence, and capacity of IHDC Frankfurt, the authorization and enforceability of the German Loan Documents, and the creation and perfection of the German security interests).
Each such legal opinion is subject to the assumptions, qualifications, limitations, and exceptions set forth therein. The Administrative Agent and the Lenders are directed to such legal opinions for the specific representations, conclusions, and qualifications contained therein.
(c) No Warranties. The organizational documents enclosed herewith are provided without any warranty or representation by Calderwood & Harkness LLP, except as to the accuracy of the certifications executed by the certifying officers and authorized representatives of the respective Loan Parties, as described in Section 5 above. Calderwood & Harkness LLP has relied upon such certifications without independent verification.
Closing
We respectfully request that the Administrative Agent acknowledge receipt of the enclosed organizational documents package by executing and returning a copy of this letter or by providing written confirmation of receipt to the undersigned at the address set forth below.
Should you have any questions regarding this transmittal letter or the enclosed organizational documents, please do not hesitate to contact the following individuals:
For general inquiries and U.S. organizational documents:
Daniel Obi, Lead Associate Calderwood & Harkness LLP 125 Broad Street New York, New York 10004 Telephone: (212) 558-4127
Email: daniel.obi@calderwoodharkness.com
Lisa Morrow, Working Associate Calderwood & Harkness LLP 125 Broad Street New York, New York 10004 Telephone: (212) 558-4238
Email: lisa.morrow@calderwoodharkness.com
For German organizational document inquiries:
Dr. Lukas Wendt, Partner Wendt Falkenberg Rechtsanwälte PartG mbB Mainzer Landstraße 46 60325 Frankfurt am Main, Germany Telephone: +49 (69) 7706-4200
Email: l.wendt@wendtfalkenberg.de
We appreciate your prompt attention to this matter and look forward to the successful closing of the Credit Agreement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Stephanie Okafor
Title: Partner, Banking & Finance
cc:
Jonathan Pryce-Williams General Counsel & Secretary Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
Natasha Greenfeld Vice President, Treasury & Capital Markets Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
Dr. Lukas Wendt Wendt Falkenberg Rechtsanwälte PartG mbB Mainzer Landstraße 46 60325 Frankfurt am Main, Germany
Enclosures:
Tabs 1 through 10, as detailed in the Index of Enclosed Documents set forth in Section 4 of this letter.
Tab | Document Description | Entity | Jurisdiction | Pages | Certification Status
1 | Certificate of Formation (as amended through the date hereof) | Ironhaven Data Centers LLC | Delaware | 4 | Official Secretary of State certified copy
2 | Amended and Restated Limited Liability Company Agreement | Ironhaven Data Centers LLC | Delaware | 47 | Secretary-certified
3 | Certificate of Authority to Transact Business in the Commonwealth of Virginia | Ironhaven Data Centers LLC | Virginia | 2 | Official State Corporation Commission certified copy
4 | Certificate of Incorporation (as amended through the date hereof) | Ironhaven Holdings Inc. | Delaware | 6 | Official Secretary of State certified copy
5 | Bylaws (as currently in effect) | Ironhaven Holdings Inc. | Delaware | 23 | Secretary-certified
6 | Articles of Association (Gesellschaftsvertrag) (German-language original) | Ironhaven Frankfurt GmbH | Germany (Frankfurt am Main) | 18 | Notarized; Managing Director-certified
7 | Commercial Register Extract (Handelsregisterauszug) (HRB 129457) (German-language original) | Ironhaven Frankfurt GmbH | Germany (Frankfurt am Main) | 5 | Official extract (Amtsgericht)
8 | Shareholders' List (Gesellschafterliste) (German-language original) | Ironhaven Frankfurt GmbH | Germany (Frankfurt am Main) | 2 | Managing Director-certified; filed with Handelsregister
9 | Managing Director Appointment Resolutions (Gesellschafterbeschlüsse) (German-language originals) | Ironhaven Frankfurt GmbH | Germany (Frankfurt am Main) | 6 | Notarized; German local counsel-certified
10 | Certified English Translations of German Documents (Tabs 6–9) | Ironhaven Frankfurt GmbH | Germany (Frankfurt am Main) | 31 | Certified translation (Wendt Falkenberg Rechtsanwälte PartG mbB)

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts