1043-00001 · Ironhaven Holdings · Diligence

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SECRETARY'S AND OFFICER'S CERTIFICATE OF IRONHAVEN DATA CENTERS LLC

Delivered Pursuant to Section 4.01(a)(iv) of the Credit Agreement dated as of May 15, 2024

Date of Certificate: May 15, 2024

This Secretary's and Officer's Certificate (this "Certificate") is delivered in connection with that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Company" or the "Borrower"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor"), 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 several banks and other financial institutions or entities from time to time party thereto as lenders (the "Lenders").

CUSIP: 46283LAA5

Certifying Officer: Jonathan Pryce-Williams, General Counsel & Secretary of Ironhaven Data Centers LLC

Address of Borrower: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147

RECITALS

A. The undersigned, Jonathan Pryce-Williams, hereby states that he is the duly appointed, qualified, and acting General Counsel and Secretary of Ironhaven Data Centers LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (Employer Identification Number: 84-3291057). The undersigned has served in such capacity since the organization of the Company and is familiar with the Company's organizational documents, minute books, resolutions, and records, and has access to and custody of the same.

B. Reference is hereby made to the Credit Agreement, which provides for a Nine Hundred Fifty Million Dollar ($950,000,000) Senior Secured Term Loan B facility in favor of the Borrower and the Co-Borrower. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement. This Certificate is being delivered to the Administrative Agent and the Collateral Agent for the benefit of the Lenders.

C. This Certificate is delivered pursuant to Section 4.01(a)(iv) of the Credit Agreement as a condition precedent to the closing and initial funding of the Term Loan on the anticipated Closing Date of June 3, 2024. The undersigned understands that the Administrative Agent, the Collateral Agent, and the Lenders will rely upon this Certificate and the representations, certifications, and confirmations contained herein in connection with the consummation of the transactions contemplated by the Credit Agreement and the other Loan Documents.

D. The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company and does so in his dual capacity as Secretary and as an officer of the Company, and not in his individual capacity. The undersigned makes the certifications, representations, and statements contained herein based upon his personal knowledge, review of the Company's records, and, where indicated, reasonable inquiry and due investigation.

SECTION 1: CERTIFICATION AS TO ORGANIZATIONAL DOCUMENTS

The undersigned hereby certifies, represents, and warrants to the Administrative Agent, the Collateral Agent, and the Lenders as follows with respect to the organizational documents of the Company:

Section 1.1 Certificate of Formation

The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of Ironhaven Data Centers LLC, as originally filed with the Secretary of State of the State of Delaware on March 12, 2019, together with all amendments thereto (including the Certificate of Amendment filed on August 4, 2021, reflecting the change of the Company's registered agent). Such Certificate of Formation, as so amended, is in full force and effect as of the date hereof, has not been further amended, restated, supplemented, or otherwise modified since the date of the most recent amendment reflected in Exhibit A, and no action has been taken or is contemplated to further amend, restate, or supplement such Certificate of Formation.

Section 1.2 Limited Liability Company Agreement

The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Limited Liability Company Agreement of Ironhaven Data Centers LLC, dated as of January 15, 2022 (the "LLC Agreement"), as currently in effect, including all amendments thereto through the date hereof. The LLC Agreement constitutes the entire agreement governing the internal affairs, management, and operations of the Company. As of the date hereof, the sole member of the Company is Ironhaven Holdings Inc., a Delaware corporation, holding one hundred percent (100%) of the issued and outstanding membership interests of the Company. No other person or entity holds or has any right to acquire any membership interest or other equity interest in the Company. The LLC Agreement has not been further amended, restated, supplemented, or otherwise modified since the date of the copy attached as Exhibit B, and no proceedings to amend, restate, or supplement the LLC Agreement are pending or contemplated.

Section 1.3 Registered Agent

The undersigned hereby confirms that the Company's registered agent in the State of Delaware is Cascade Systems, with an office located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. Such registered agent appointment is current and in full force and effect. The undersigned further confirms that the Company is registered and duly qualified to do business as a foreign limited liability company in the Commonwealth of Virginia, with a registered agent in Virginia designated in accordance with applicable Virginia law. The Company maintains its principal place of business and its primary data center operations in Loudoun County, Virginia.

Section 1.4 No Other Amendments

The undersigned hereby certifies that, except as reflected in the documents attached hereto as Exhibits A and B, no amendments, modifications, supplements, or restatements to the Certificate of Formation or the Limited Liability Company Agreement of the Company have been adopted, authorized, or proposed since the respective dates of such documents. Further, no proceedings for the dissolution, merger, consolidation, conversion, domestication, or winding-up of the Company have been commenced, authorized, or contemplated by the sole member, the Board of Managers, or any officer of the Company. The Company has continuously maintained its existence as a limited liability company in good standing under the Delaware Limited Liability Company Act since its formation.

SECTION 2: CERTIFICATION AS TO MEMBER / MANAGER RESOLUTIONS

Section 2.1 Authorization Resolutions

The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of (i) the Unanimous Written Consent of the Sole Member of Ironhaven Data Centers LLC (Ironhaven Holdings Inc.), dated as of February 25, 2024, and (ii) the written resolutions of the Board of Managers of Ironhaven Data Centers LLC, duly adopted by unanimous written consent dated as of February 25, 2024 (collectively, the "Authorization Resolutions"). The Authorization Resolutions were duly and validly adopted in accordance with the LLC Agreement and applicable provisions of the Delaware Limited Liability Company Act, remain in full force and effect without revocation, amendment, modification, or rescission, and constitute all of the authorizing resolutions required under the LLC Agreement and applicable law for the Company to enter into the transactions contemplated by the Credit Agreement.

The Authorization Resolutions authorize the Company, among other things, to:

(a) enter into, execute, deliver, and perform all of its obligations under the Credit Agreement, providing for aggregate commitments of Nine Hundred Fifty Million Dollars ($950,000,000) in Senior Secured Term Loan B financing, comprised of a USD Tranche in an aggregate principal amount of Six Hundred Seventy-Five Million Dollars ($675,000,000) and a EUR Sub-Tranche in an aggregate principal amount of approximately Two Hundred Fifty-Three Million Five Hundred Seventy-One Thousand Four Hundred Twenty-Nine Euros (€253,571,429) (equivalent to approximately Two Hundred Seventy-Five Million Dollars ($275,000,000) at an assumed EUR/USD exchange rate of 1.0846 as of the date of the Authorization Resolutions);

(b) execute, deliver, and perform the Guarantee Agreement, the Pledge and Security Agreement, the Equity Interest Pledge Agreement, the Deed of Trust encumbering real property located in Loudoun County, Virginia (covering tax parcels 087-27-1234 and 087-27-1235, constituting the Virginia campus), the Environmental Indemnity Agreement, the Deposit Account Control Agreements with respect to each of the Company's deposit accounts and securities accounts, the intellectual Property Security Agreement granting a security interest in the Company's trademarks, patents, copyrights, and other intellectual property, and all other Loan Documents to which the Company is or is to become a party;

(c) execute, deliver, and perform the Escrow Agreements, including (i) the Virginia Campus Construction Escrow Agreement in the amount of Four Hundred Seventy-Five Million Dollars ($475,000,000) for the purpose of funding Phase I construction of the Company's Ashburn, Virginia data center campus, and (ii) the Frankfurt Campus Construction Escrow Agreement in the amount of Two Hundred Fifty-Three Million Five Hundred Seventy-One Thousand Four Hundred Twenty-Nine Euros (€253,571,429) for the purpose of funding Phase I construction of the Co-Borrower's Frankfurt, Germany data center campus;

(d) authorize the use of proceeds of the Term Loan as set forth in the Credit Agreement, including specifically: (i) funding of Virginia campus construction (Phase I), including land acquisition, site preparation, building construction, mechanical/electrical/plumbing installation, and commissioning of initial capacity; (ii) funding of Frankfurt campus construction (Phase I) through the Co-Borrower; (iii) refinancing in full of the existing mezzanine notes in the aggregate outstanding principal amount of One Hundred Thirty Million Dollars ($130,000,000) held by Greystone Mezzanine Fund II, LP, including accrued and unpaid interest thereon and any applicable prepayment premiums or breakage costs; (iv) payment of transaction fees and expenses, including arranging fees, underwriting fees, legal fees, and other closing costs associated with the Credit Agreement and the transactions contemplated thereby; and (v) working capital and general corporate purposes of the Company and its subsidiaries;

(e) authorize the pledge of one hundred percent (100%) of the equity interests in Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (registered under HRB 129457 with the Amtsgericht Frankfurt am Main), as held by the Company, to Pinnacle Trust Company, N.A. in its capacity as Collateral Agent for the benefit of the Secured Parties, pursuant to the Equity Interest Pledge Agreement (and the parallel German-law Anteilsverpfändungsvertrag);

(f) authorize Ironhaven Frankfurt GmbH to enter into the Credit Agreement as Co-Borrower and to enter into, execute, deliver, and perform the German-law security documents, including without limitation the Grundschuld (land charge) over the Frankfurt campus real property, the Globalzession (global assignment of receivables), the Kontoverpfändung (account pledge), the Sicherungsübereignungsvertrag (security transfer of movable assets), the Anteilsverpfändungsvertrag (share pledge agreement), and the Sicherungszweckerklärung (security purpose declaration), in each case in the forms substantially agreed upon between the parties and their respective German counsel; and

(g) authorize the designated officers of the Company (as listed in Section 3 below) to execute, deliver, and perform the Loan Documents on behalf of the Company, and to take all further actions, execute all further documents, instruments, and certificates, and make all further filings and registrations, as may be necessary, advisable, or desirable in connection with the consummation of the transactions contemplated by the Credit Agreement and the other Loan Documents, including the authority to agree to non-material modifications, amendments, or supplements to any of the foregoing documents in such officer's reasonable judgment.

Section 2.2 No Revocation

The undersigned hereby certifies that the Authorization Resolutions attached as Exhibit C have not been rescinded, revoked, amended, modified, supplemented, or superseded in any respect and remain in full force and effect as of the date hereof and are expected to remain in full force and effect as of the anticipated Closing Date of June 3, 2024. No action has been taken or is contemplated by the sole member or the Board of Managers of the Company to rescind, revoke, amend, modify, supplement, or supersede the Authorization Resolutions.

Section 2.3 No Conflicting Resolutions

The undersigned hereby certifies that no other resolutions, consents, or authorizations have been adopted, approved, or authorized by the sole member or the Board of Managers of the Company that would conflict with, contradict, supersede, limit, restrict, or in any way impair the authority granted by, or the actions authorized pursuant to, the Authorization Resolutions attached as Exhibit C. The Authorization Resolutions constitute all of the corporate and limited liability company authorizations necessary for the Company to enter into, execute, deliver, and perform its obligations under the Credit Agreement and the other Loan Documents.

SECTION 3: INCUMBENCY CERTIFICATE

Section 3.1 Authorized Officers

The undersigned hereby certifies that the following persons are, as of the date hereof, the duly elected or appointed officers of Ironhaven Data Centers LLC, holding the respective offices set forth opposite their names below. Each such person has been duly elected or appointed to such office in accordance with the LLC Agreement and the Authorization Resolutions, and each such person is duly authorized to execute, deliver, and perform the Credit Agreement, the other Loan Documents, and any other documents, instruments, certificates, or agreements contemplated thereby, on behalf of the Company:

Section 3.2 Specimen Signatures

The undersigned hereby certifies that the specimen signature appearing opposite each officer's name in the table set forth in Section 3.1 above is the genuine signature of such officer. Each such officer has affixed his or her specimen signature to this Certificate for the purpose of enabling the Administrative Agent, the Collateral Agent, and the Lenders to verify the authenticity of such officer's signature on the Loan Documents and any other documents executed in connection with the transactions contemplated by the Credit Agreement.

Any one (1) of the officers listed in Section 3.1 above is individually authorized to act alone in executing and delivering documents, instruments, certificates, and agreements on behalf of the Company in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, without the need for any co-signature or counter-signature by any other officer, unless the LLC Agreement or the Authorization Resolutions expressly require the signature of more than one officer for a particular action.

Section 3.3 Confirmation of Authority

The undersigned hereby confirms that each officer listed in Section 3.1 above held his or her respective office on May 15, 2024 (the date of execution of this Certificate) and is expected to continue to hold such office on the anticipated Closing Date of June 3, 2024. The undersigned undertakes to promptly notify the Administrative Agent in writing if any change in the incumbency, authority, or status of any of the officers listed in Section 3.1 above occurs at any time prior to the Closing Date. Any such notice shall identify the officer whose status has changed, describe the nature of such change, and, if applicable, identify any successor officer and provide a specimen signature of such successor.

SECTION 4: CERTIFICATION AS TO GOOD STANDING AND QUALIFICATION

Section 4.1 Good Standing — Delaware

The undersigned hereby certifies that attached hereto as Exhibit D-1 is a true, correct, and complete copy of the Certificate of Good Standing (also referred to as a Certificate of Status) for Ironhaven Data Centers LLC, issued by the Secretary of State of the State of Delaware, dated not more than thirty (30) days prior to the date hereof. Such Certificate of Good Standing confirms that the Company is in good standing and has paid all taxes and fees due and owing to the State of Delaware.

Section 4.2 Good Standing — Virginia

The undersigned hereby certifies that attached hereto as Exhibit D-2 is a true, correct, and complete copy of the Certificate of Good Standing (or equivalent certificate of qualification and registration) for Ironhaven Data Centers LLC, issued by the State Corporation Commission of the Commonwealth of Virginia, dated not more than thirty (30) days prior to the date hereof. Such certificate confirms that the Company is duly registered and qualified to transact business in the Commonwealth of Virginia as a foreign limited liability company and that the Company's registration is in good standing with the State Corporation Commission.

Section 4.3 Subsistence and No Proceedings

The undersigned hereby certifies that, as of the date hereof and as of the anticipated Closing Date, the Company is (i) duly organized, validly existing, and in good standing under the laws of the State of Delaware, its jurisdiction of formation; (ii) duly qualified to do business and in good standing as a foreign limited liability company in each jurisdiction where the nature of its business, the ownership or leasing of its properties, or the conduct of its activities requires such qualification, including, without limitation, the Commonwealth of Virginia; and (iii) possessed of all requisite power and authority (under its Certificate of Formation, LLC Agreement, and applicable law) to own its properties, conduct its business as currently conducted, and enter into and perform its obligations under the Credit Agreement and the other Loan Documents. No proceedings for dissolution, liquidation, winding-up, receivership, conservatorship, or similar proceedings with respect to the Company have been commenced, authorized, or are contemplated by any person, and no governmental authority has taken any action, or to the knowledge of the undersigned threatened any action, seeking or proposing any of the foregoing.

SECTION 5: REPRESENTATIONS AND WARRANTIES BRING-DOWN

Section 5.1 Accuracy of Representations

The undersigned hereby certifies that, as of the date hereof and as of the anticipated Closing Date of June 3, 2024 (except to the extent any representation or warranty expressly relates to an earlier date, in which case as of such earlier date), all representations and warranties of the Company set forth in Article V of the Credit Agreement and in each of the other Loan Documents to which the Company is a party are true and correct in all material respects. With respect to any representation or warranty that is qualified by reference to "materiality," "Material Adverse Effect," or similar qualifiers, such representation or warranty is true and correct in all respects (without duplication of the materiality qualifier). The undersigned has reviewed the representations and warranties contained in the Credit Agreement and the other Loan Documents and, based on such review and upon reasonable inquiry, confirms the accuracy thereof.

Section 5.2 No Default

The undersigned hereby certifies that, as of the date hereof and as of the anticipated Closing Date, no Default or Event of Default (each as defined in the Credit Agreement) has occurred and is continuing under the Credit Agreement or any of the other Loan Documents, and no Default or Event of Default would result from (i) the borrowing of the Term Loan on the Closing Date, (ii) the application of the proceeds of the Term Loan as contemplated by the Credit Agreement, or (iii) the execution, delivery, and performance by the Company of the Credit Agreement and the other Loan Documents to which it is a party. The undersigned is not aware of any event, condition, or circumstance that, with notice, the passage of time, or both, would constitute a Default or Event of Default under the Credit Agreement or any of the other Loan Documents.

Section 5.3 Material Adverse Change

The undersigned hereby certifies that since September 30, 2023 (the date of the most recent audited consolidated financial statements of the Company and its subsidiaries delivered to the Administrative Agent in connection with the Credit Agreement), there has been no event, development, occurrence, condition, or circumstance, individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement) on (i) the business, operations, assets, properties, liabilities (actual or contingent), condition (financial or otherwise), or results of operations of the Company and its subsidiaries, taken as a whole; (ii) the ability of the Company or any other Loan Party to perform any of its material obligations under the Loan Documents; or (iii) the rights and remedies of the Administrative Agent, the Collateral Agent, and the Lenders under the Loan Documents.

Section 5.4 Solvency

The undersigned acknowledges that a separate Solvency Certificate is being delivered by Rebecca Sung, the Chief Financial Officer of the Company, on or about the Closing Date, in satisfaction of the conditions precedent set forth in Section 4.01(a)(vi) of the Credit Agreement. The undersigned does not, by this Certificate, purport to make or duplicate the specific solvency representations and certifications to be set forth in such Solvency Certificate. However, the undersigned hereby certifies that, to his knowledge after reasonable inquiry, nothing has come to his attention that would contradict, be inconsistent with, or undermine the representations expected to be made in such Solvency Certificate, and the undersigned has no reason to believe that the Company and its subsidiaries, taken as a whole, are or, after giving effect to the transactions contemplated by the Credit Agreement, would be insolvent, unable to pay their debts as they become due, or have unreasonably small capital for their intended business activities.

SECTION 6: ADDITIONAL CERTIFICATIONS

Section 6.1 No Litigation

The undersigned hereby certifies that, as of the date hereof and to the knowledge of the undersigned after reasonable inquiry, there is no action, suit, litigation, investigation, proceeding, claim, or arbitration pending or threatened in writing against or affecting the Company or any of its subsidiaries (including Ironhaven Frankfurt GmbH) in any court, before any arbitrator or arbitral tribunal, or before or by any governmental authority or regulatory body (whether federal, state, local, or foreign), that (i) would reasonably be expected to have a Material Adverse Effect, (ii) challenges or seeks to restrain, enjoin, or prevent the consummation of the transactions contemplated by the Credit Agreement or any of the other Loan Documents, or (iii) challenges the validity, binding effect, or enforceability of the Credit Agreement or any of the other Loan Documents. The Company has not received any written notice from any governmental authority of any pending or threatened investigation, enforcement action, or proceeding relating to the Company's data center operations, environmental compliance, or real property.

Section 6.2 Compliance with Laws

The undersigned hereby certifies that the Company and each of its subsidiaries are, as of the date hereof and as of the anticipated Closing Date, in compliance in all material respects with all applicable laws, statutes, rules, regulations, codes, ordinances, and orders of any governmental authority having jurisdiction over the Company or its subsidiaries, including without limitation:

(a) all applicable anti-money laundering laws and regulations, including the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the USA PATRIOT Act (Title III of Pub. L. 107-56), and the implementing regulations promulgated by the Financial Crimes Enforcement Network (FinCEN);

(b) all applicable sanctions laws, regulations, and executive orders, including those administered and enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), the U.S. Department of State, the European Union (including Council Regulation (EC) No. 2580/2001 and subsequent sanctions regulations), and applicable provisions of the German Anti-Money Laundering Act (Geldwäschegesetz or "GwG");

(c) all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1 et seq.), and any comparable anti-bribery or anti-corruption laws applicable to the Company or its subsidiaries in any jurisdiction in which they conduct business or own assets; and

(d) all applicable environmental laws and regulations, including the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), and analogous state environmental laws of the Commonwealth of Virginia.

Neither the Company nor any of its subsidiaries, nor any of their respective directors, officers, managers, employees, or, to the knowledge of the undersigned, agents, is a Sanctioned Person (as defined in the Credit Agreement).

Section 6.3 Tax Identification

The undersigned hereby confirms the following tax identification information for the Company:

Employer Identification Number (EIN): 84-3291057

Principal Place of Business: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147

Jurisdiction of Formation: State of Delaware

Exact Legal Name (as it appears in the Certificate of Formation): Ironhaven Data Centers LLC

The foregoing information is true, correct, and complete and may be relied upon by the Administrative Agent for purposes of perfection of security interests under the Uniform Commercial Code and for all other purposes contemplated by the Loan Documents.

Section 6.4 Beneficial Ownership

The undersigned hereby certifies that the Company has delivered to the Administrative Agent a Beneficial Ownership Certification in compliance with the FinCEN Customer Due Diligence Rule (31 C.F.R. § 1010.230) and, to the extent applicable, the Corporate Transparency Act (31 U.S.C. § 5336), and that the information set forth in such Beneficial Ownership Certification is true, correct, and complete in all material respects as of the date hereof. The Company shall promptly notify the Administrative Agent in writing of any change in the information previously provided in such Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein.

Section 6.5 Ownership Structure Confirmation

The undersigned hereby confirms the following ownership structure of the Company and its affiliates, as of the date hereof:

(a) Ironhaven Data Centers LLC is wholly owned by Ironhaven Holdings Inc. (EIN: 84-3291044), a Delaware corporation, which is the sole member of the Company holding one hundred percent (100%) of the outstanding membership interests of the Company;

(b) Ironhaven Holdings Inc. is in turn wholly owned by Thornfield Infrastructure Fund III, LP, a Delaware limited partnership (the "Fund"), through the holding structure of Thornfield Capital Partners, LP, a Delaware limited partnership, which serves as the general partner of the Fund; and

(c) Ironhaven Frankfurt GmbH (HRB 129457, Amtsgericht Frankfurt am Main) is a wholly owned subsidiary of the Company, with the Company holding one hundred percent (100%) of the issued share capital (Stammkapital) of Ironhaven Frankfurt GmbH.

No change in the foregoing ownership structure is pending or contemplated as of the date hereof or as of the anticipated Closing Date.

SECTION 7: LIST OF EXHIBITS

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

Exhibit A — Certificate of Formation of Ironhaven Data Centers LLC (as filed with the Secretary of State of the State of Delaware on March 12, 2019, together with all amendments thereto, including the Certificate of Amendment filed on August 4, 2021)

Exhibit B — Amended and Restated Limited Liability Company Agreement of Ironhaven Data Centers LLC, dated as of January 15, 2022 (current, fully amended version, including all amendments thereto through the date hereof)

Exhibit C — Unanimous Written Consent of Sole Member (Ironhaven Holdings Inc.) and Written Resolutions of the Board of Managers of Ironhaven Data Centers LLC, each dated as of February 25, 2024, authorizing the transactions contemplated by the Credit Agreement and the other Loan Documents

Exhibit D-1 — Certificate of Good Standing for Ironhaven Data Centers LLC, issued by the Secretary of State of the State of Delaware (dated within thirty (30) days of the date hereof)

Exhibit D-2 — Certificate of Good Standing / Certificate of Registration for Ironhaven Data Centers LLC, issued by the State Corporation Commission of the Commonwealth of Virginia (dated within thirty (30) days of the date hereof)

SIGNATURE

IN WITNESS WHEREOF, the undersigned has executed this Secretary's and Officer's Certificate as of the date first written above. The undersigned certifies that the foregoing statements, representations, and certifications are true and correct in all respects to the best of the undersigned's knowledge and belief, after reasonable inquiry and due investigation, and that this Certificate may be relied upon by the Administrative Agent, the Collateral Agent, and the Lenders in connection with the consummation of the transactions contemplated by the Credit Agreement and the other Loan Documents.

IRONHAVEN DATA CENTERS LLC

By: ________

Name: Jonathan Pryce-Williams

Title: General Counsel & Secretary

Date: May 15, 2024

COUNTER-CERTIFICATION

The undersigned, Marcus Delaine, in his capacity as Chief Executive Officer of Ironhaven Data Centers LLC, a Delaware limited liability company, hereby confirms and certifies, for the benefit of the Administrative Agent, the Collateral Agent, and the Lenders, as follows:

1. Jonathan Pryce-Williams is the duly appointed, qualified, and acting General Counsel and Secretary of Ironhaven Data Centers LLC, and has held such positions continuously since the date of his appointment and through the date of this counter-certification.

2. The signature appearing on this Certificate above the name "Jonathan Pryce-Williams" is the genuine signature of Jonathan Pryce-Williams.

3. Jonathan Pryce-Williams was, as of the date of this Certificate, duly authorized to execute and deliver this Certificate on behalf of the Company in his capacity as General Counsel and Secretary, and to make each of the certifications, representations, and statements contained herein.

4. The undersigned has reviewed this Certificate and, to the best of the undersigned's knowledge, the certifications, representations, and statements made herein by Jonathan Pryce-Williams are true and correct in all material respects.

IRONHAVEN DATA CENTERS LLC

By: ________

Name: Marcus Delaine

Title: Chief Executive Officer

Date: May 15, 2024

This Certificate, together with the exhibits attached hereto, is delivered to Crescent Harbor Bank, N.A., as Administrative Agent, and Pinnacle Trust Company, N.A., as Collateral Agent, pursuant to the Credit Agreement. This Certificate and the certifications contained herein shall survive the Closing Date and shall be deemed to be remade as of the Closing Date for all purposes of the Credit Agreement and the other Loan Documents.

Name	Title	Specimen Signature
Marcus Delaine	Chief Executive Officer	/s/ Marcus Delaine
Rebecca Sung	Chief Financial Officer	/s/ Rebecca Sung
Jonathan Pryce-Williams	General Counsel & Secretary	/s/ Jonathan Pryce-Williams
Andrei Volkov	Chief Technology Officer	/s/ Andrei Volkov
Natasha Greenfeld	Vice President, Treasury & Capital Markets	/s/ Natasha Greenfeld

SECRETARY'S AND OFFICER'S CERTIFICATE OF IRONHAVEN DATA CENTERS LLC
Delivered Pursuant to Section 4.01(a)(iv) of the Credit Agreement dated as of May 15, 2024
Date of Certificate: May 15, 2024
This Secretary's and Officer's Certificate (this "Certificate") is delivered in connection with that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Company" or the "Borrower"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor"), 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 several banks and other financial institutions or entities from time to time party thereto as lenders (the "Lenders").
CUSIP: 46283LAA5
Certifying Officer: Jonathan Pryce-Williams, General Counsel & Secretary of Ironhaven Data Centers LLC
Address of Borrower: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147
RECITALS
A. The undersigned, Jonathan Pryce-Williams, hereby states that he is the duly appointed, qualified, and acting General Counsel and Secretary of Ironhaven Data Centers LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (Employer Identification Number: 84-3291057). The undersigned has served in such capacity since the organization of the Company and is familiar with the Company's organizational documents, minute books, resolutions, and records, and has access to and custody of the same.
B. Reference is hereby made to the Credit Agreement, which provides for a Nine Hundred Fifty Million Dollar ($950,000,000) Senior Secured Term Loan B facility in favor of the Borrower and the Co-Borrower. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement. This Certificate is being delivered to the Administrative Agent and the Collateral Agent for the benefit of the Lenders.
C. This Certificate is delivered pursuant to Section 4.01(a)(iv) of the Credit Agreement as a condition precedent to the closing and initial funding of the Term Loan on the anticipated Closing Date of June 3, 2024. The undersigned understands that the Administrative Agent, the Collateral Agent, and the Lenders will rely upon this Certificate and the representations, certifications, and confirmations contained herein in connection with the consummation of the transactions contemplated by the Credit Agreement and the other Loan Documents.
D. The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company and does so in his dual capacity as Secretary and as an officer of the Company, and not in his individual capacity. The undersigned makes the certifications, representations, and statements contained herein based upon his personal knowledge, review of the Company's records, and, where indicated, reasonable inquiry and due investigation.
SECTION 1: CERTIFICATION AS TO ORGANIZATIONAL DOCUMENTS
The undersigned hereby certifies, represents, and warrants to the Administrative Agent, the Collateral Agent, and the Lenders as follows with respect to the organizational documents of the Company:
Section 1.1 Certificate of Formation
The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of Ironhaven Data Centers LLC, as originally filed with the Secretary of State of the State of Delaware on March 12, 2019, together with all amendments thereto (including the Certificate of Amendment filed on August 4, 2021, reflecting the change of the Company's registered agent). Such Certificate of Formation, as so amended, is in full force and effect as of the date hereof, has not been further amended, restated, supplemented, or otherwise modified since the date of the most recent amendment reflected in Exhibit A, and no action has been taken or is contemplated to further amend, restate, or supplement such Certificate of Formation.
Section 1.2 Limited Liability Company Agreement
The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Limited Liability Company Agreement of Ironhaven Data Centers LLC, dated as of January 15, 2022 (the "LLC Agreement"), as currently in effect, including all amendments thereto through the date hereof. The LLC Agreement constitutes the entire agreement governing the internal affairs, management, and operations of the Company. As of the date hereof, the sole member of the Company is Ironhaven Holdings Inc., a Delaware corporation, holding one hundred percent (100%) of the issued and outstanding membership interests of the Company. No other person or entity holds or has any right to acquire any membership interest or other equity interest in the Company. The LLC Agreement has not been further amended, restated, supplemented, or otherwise modified since the date of the copy attached as Exhibit B, and no proceedings to amend, restate, or supplement the LLC Agreement are pending or contemplated.
Section 1.3 Registered Agent
The undersigned hereby confirms that the Company's registered agent in the State of Delaware is Cascade Systems, with an office located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. Such registered agent appointment is current and in full force and effect. The undersigned further confirms that the Company is registered and duly qualified to do business as a foreign limited liability company in the Commonwealth of Virginia, with a registered agent in Virginia designated in accordance with applicable Virginia law. The Company maintains its principal place of business and its primary data center operations in Loudoun County, Virginia.
Section 1.4 No Other Amendments
The undersigned hereby certifies that, except as reflected in the documents attached hereto as Exhibits A and B, no amendments, modifications, supplements, or restatements to the Certificate of Formation or the Limited Liability Company Agreement of the Company have been adopted, authorized, or proposed since the respective dates of such documents. Further, no proceedings for the dissolution, merger, consolidation, conversion, domestication, or winding-up of the Company have been commenced, authorized, or contemplated by the sole member, the Board of Managers, or any officer of the Company. The Company has continuously maintained its existence as a limited liability company in good standing under the Delaware Limited Liability Company Act since its formation.
SECTION 2: CERTIFICATION AS TO MEMBER / MANAGER RESOLUTIONS
Section 2.1 Authorization Resolutions
The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of (i) the Unanimous Written Consent of the Sole Member of Ironhaven Data Centers LLC (Ironhaven Holdings Inc.), dated as of February 25, 2024, and (ii) the written resolutions of the Board of Managers of Ironhaven Data Centers LLC, duly adopted by unanimous written consent dated as of February 25, 2024 (collectively, the "Authorization Resolutions"). The Authorization Resolutions were duly and validly adopted in accordance with the LLC Agreement and applicable provisions of the Delaware Limited Liability Company Act, remain in full force and effect without revocation, amendment, modification, or rescission, and constitute all of the authorizing resolutions required under the LLC Agreement and applicable law for the Company to enter into the transactions contemplated by the Credit Agreement.
The Authorization Resolutions authorize the Company, among other things, to:
(a) enter into, execute, deliver, and perform all of its obligations under the Credit Agreement, providing for aggregate commitments of Nine Hundred Fifty Million Dollars ($950,000,000) in Senior Secured Term Loan B financing, comprised of a USD Tranche in an aggregate principal amount of Six Hundred Seventy-Five Million Dollars ($675,000,000) and a EUR Sub-Tranche in an aggregate principal amount of approximately Two Hundred Fifty-Three Million Five Hundred Seventy-One Thousand Four Hundred Twenty-Nine Euros (€253,571,429) (equivalent to approximately Two Hundred Seventy-Five Million Dollars ($275,000,000) at an assumed EUR/USD exchange rate of 1.0846 as of the date of the Authorization Resolutions);
(b) execute, deliver, and perform the Guarantee Agreement, the Pledge and Security Agreement, the Equity Interest Pledge Agreement, the Deed of Trust encumbering real property located in Loudoun County, Virginia (covering tax parcels 087-27-1234 and 087-27-1235, constituting the Virginia campus), the Environmental Indemnity Agreement, the Deposit Account Control Agreements with respect to each of the Company's deposit accounts and securities accounts, the intellectual Property Security Agreement granting a security interest in the Company's trademarks, patents, copyrights, and other intellectual property, and all other Loan Documents to which the Company is or is to become a party;
(c) execute, deliver, and perform the Escrow Agreements, including (i) the Virginia Campus Construction Escrow Agreement in the amount of Four Hundred Seventy-Five Million Dollars ($475,000,000) for the purpose of funding Phase I construction of the Company's Ashburn, Virginia data center campus, and (ii) the Frankfurt Campus Construction Escrow Agreement in the amount of Two Hundred Fifty-Three Million Five Hundred Seventy-One Thousand Four Hundred Twenty-Nine Euros (€253,571,429) for the purpose of funding Phase I construction of the Co-Borrower's Frankfurt, Germany data center campus;
(d) authorize the use of proceeds of the Term Loan as set forth in the Credit Agreement, including specifically: (i) funding of Virginia campus construction (Phase I), including land acquisition, site preparation, building construction, mechanical/electrical/plumbing installation, and commissioning of initial capacity; (ii) funding of Frankfurt campus construction (Phase I) through the Co-Borrower; (iii) refinancing in full of the existing mezzanine notes in the aggregate outstanding principal amount of One Hundred Thirty Million Dollars ($130,000,000) held by Greystone Mezzanine Fund II, LP, including accrued and unpaid interest thereon and any applicable prepayment premiums or breakage costs; (iv) payment of transaction fees and expenses, including arranging fees, underwriting fees, legal fees, and other closing costs associated with the Credit Agreement and the transactions contemplated thereby; and (v) working capital and general corporate purposes of the Company and its subsidiaries;
(e) authorize the pledge of one hundred percent (100%) of the equity interests in Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (registered under HRB 129457 with the Amtsgericht Frankfurt am Main), as held by the Company, to Pinnacle Trust Company, N.A. in its capacity as Collateral Agent for the benefit of the Secured Parties, pursuant to the Equity Interest Pledge Agreement (and the parallel German-law Anteilsverpfändungsvertrag);
(f) authorize Ironhaven Frankfurt GmbH to enter into the Credit Agreement as Co-Borrower and to enter into, execute, deliver, and perform the German-law security documents, including without limitation the Grundschuld (land charge) over the Frankfurt campus real property, the Globalzession (global assignment of receivables), the Kontoverpfändung (account pledge), the Sicherungsübereignungsvertrag (security transfer of movable assets), the Anteilsverpfändungsvertrag (share pledge agreement), and the Sicherungszweckerklärung (security purpose declaration), in each case in the forms substantially agreed upon between the parties and their respective German counsel; and
(g) authorize the designated officers of the Company (as listed in Section 3 below) to execute, deliver, and perform the Loan Documents on behalf of the Company, and to take all further actions, execute all further documents, instruments, and certificates, and make all further filings and registrations, as may be necessary, advisable, or desirable in connection with the consummation of the transactions contemplated by the Credit Agreement and the other Loan Documents, including the authority to agree to non-material modifications, amendments, or supplements to any of the foregoing documents in such officer's reasonable judgment.
Section 2.2 No Revocation
The undersigned hereby certifies that the Authorization Resolutions attached as Exhibit C have not been rescinded, revoked, amended, modified, supplemented, or superseded in any respect and remain in full force and effect as of the date hereof and are expected to remain in full force and effect as of the anticipated Closing Date of June 3, 2024. No action has been taken or is contemplated by the sole member or the Board of Managers of the Company to rescind, revoke, amend, modify, supplement, or supersede the Authorization Resolutions.
Section 2.3 No Conflicting Resolutions
The undersigned hereby certifies that no other resolutions, consents, or authorizations have been adopted, approved, or authorized by the sole member or the Board of Managers of the Company that would conflict with, contradict, supersede, limit, restrict, or in any way impair the authority granted by, or the actions authorized pursuant to, the Authorization Resolutions attached as Exhibit C. The Authorization Resolutions constitute all of the corporate and limited liability company authorizations necessary for the Company to enter into, execute, deliver, and perform its obligations under the Credit Agreement and the other Loan Documents.
SECTION 3: INCUMBENCY CERTIFICATE
Section 3.1 Authorized Officers
The undersigned hereby certifies that the following persons are, as of the date hereof, the duly elected or appointed officers of Ironhaven Data Centers LLC, holding the respective offices set forth opposite their names below. Each such person has been duly elected or appointed to such office in accordance with the LLC Agreement and the Authorization Resolutions, and each such person is duly authorized to execute, deliver, and perform the Credit Agreement, the other Loan Documents, and any other documents, instruments, certificates, or agreements contemplated thereby, on behalf of the Company:
Section 3.2 Specimen Signatures
The undersigned hereby certifies that the specimen signature appearing opposite each officer's name in the table set forth in Section 3.1 above is the genuine signature of such officer. Each such officer has affixed his or her specimen signature to this Certificate for the purpose of enabling the Administrative Agent, the Collateral Agent, and the Lenders to verify the authenticity of such officer's signature on the Loan Documents and any other documents executed in connection with the transactions contemplated by the Credit Agreement.
Any one (1) of the officers listed in Section 3.1 above is individually authorized to act alone in executing and delivering documents, instruments, certificates, and agreements on behalf of the Company in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, without the need for any co-signature or counter-signature by any other officer, unless the LLC Agreement or the Authorization Resolutions expressly require the signature of more than one officer for a particular action.
Section 3.3 Confirmation of Authority
The undersigned hereby confirms that each officer listed in Section 3.1 above held his or her respective office on May 15, 2024 (the date of execution of this Certificate) and is expected to continue to hold such office on the anticipated Closing Date of June 3, 2024. The undersigned undertakes to promptly notify the Administrative Agent in writing if any change in the incumbency, authority, or status of any of the officers listed in Section 3.1 above occurs at any time prior to the Closing Date. Any such notice shall identify the officer whose status has changed, describe the nature of such change, and, if applicable, identify any successor officer and provide a specimen signature of such successor.
SECTION 4: CERTIFICATION AS TO GOOD STANDING AND QUALIFICATION
Section 4.1 Good Standing — Delaware
The undersigned hereby certifies that attached hereto as Exhibit D-1 is a true, correct, and complete copy of the Certificate of Good Standing (also referred to as a Certificate of Status) for Ironhaven Data Centers LLC, issued by the Secretary of State of the State of Delaware, dated not more than thirty (30) days prior to the date hereof. Such Certificate of Good Standing confirms that the Company is in good standing and has paid all taxes and fees due and owing to the State of Delaware.
Section 4.2 Good Standing — Virginia
The undersigned hereby certifies that attached hereto as Exhibit D-2 is a true, correct, and complete copy of the Certificate of Good Standing (or equivalent certificate of qualification and registration) for Ironhaven Data Centers LLC, issued by the State Corporation Commission of the Commonwealth of Virginia, dated not more than thirty (30) days prior to the date hereof. Such certificate confirms that the Company is duly registered and qualified to transact business in the Commonwealth of Virginia as a foreign limited liability company and that the Company's registration is in good standing with the State Corporation Commission.
Section 4.3 Subsistence and No Proceedings
The undersigned hereby certifies that, as of the date hereof and as of the anticipated Closing Date, the Company is (i) duly organized, validly existing, and in good standing under the laws of the State of Delaware, its jurisdiction of formation; (ii) duly qualified to do business and in good standing as a foreign limited liability company in each jurisdiction where the nature of its business, the ownership or leasing of its properties, or the conduct of its activities requires such qualification, including, without limitation, the Commonwealth of Virginia; and (iii) possessed of all requisite power and authority (under its Certificate of Formation, LLC Agreement, and applicable law) to own its properties, conduct its business as currently conducted, and enter into and perform its obligations under the Credit Agreement and the other Loan Documents. No proceedings for dissolution, liquidation, winding-up, receivership, conservatorship, or similar proceedings with respect to the Company have been commenced, authorized, or are contemplated by any person, and no governmental authority has taken any action, or to the knowledge of the undersigned threatened any action, seeking or proposing any of the foregoing.
SECTION 5: REPRESENTATIONS AND WARRANTIES BRING-DOWN
Section 5.1 Accuracy of Representations
The undersigned hereby certifies that, as of the date hereof and as of the anticipated Closing Date of June 3, 2024 (except to the extent any representation or warranty expressly relates to an earlier date, in which case as of such earlier date), all representations and warranties of the Company set forth in Article V of the Credit Agreement and in each of the other Loan Documents to which the Company is a party are true and correct in all material respects. With respect to any representation or warranty that is qualified by reference to "materiality," "Material Adverse Effect," or similar qualifiers, such representation or warranty is true and correct in all respects (without duplication of the materiality qualifier). The undersigned has reviewed the representations and warranties contained in the Credit Agreement and the other Loan Documents and, based on such review and upon reasonable inquiry, confirms the accuracy thereof.
Section 5.2 No Default
The undersigned hereby certifies that, as of the date hereof and as of the anticipated Closing Date, no Default or Event of Default (each as defined in the Credit Agreement) has occurred and is continuing under the Credit Agreement or any of the other Loan Documents, and no Default or Event of Default would result from (i) the borrowing of the Term Loan on the Closing Date, (ii) the application of the proceeds of the Term Loan as contemplated by the Credit Agreement, or (iii) the execution, delivery, and performance by the Company of the Credit Agreement and the other Loan Documents to which it is a party. The undersigned is not aware of any event, condition, or circumstance that, with notice, the passage of time, or both, would constitute a Default or Event of Default under the Credit Agreement or any of the other Loan Documents.
Section 5.3 Material Adverse Change
The undersigned hereby certifies that since September 30, 2023 (the date of the most recent audited consolidated financial statements of the Company and its subsidiaries delivered to the Administrative Agent in connection with the Credit Agreement), there has been no event, development, occurrence, condition, or circumstance, individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement) on (i) the business, operations, assets, properties, liabilities (actual or contingent), condition (financial or otherwise), or results of operations of the Company and its subsidiaries, taken as a whole; (ii) the ability of the Company or any other Loan Party to perform any of its material obligations under the Loan Documents; or (iii) the rights and remedies of the Administrative Agent, the Collateral Agent, and the Lenders under the Loan Documents.
Section 5.4 Solvency
The undersigned acknowledges that a separate Solvency Certificate is being delivered by Rebecca Sung, the Chief Financial Officer of the Company, on or about the Closing Date, in satisfaction of the conditions precedent set forth in Section 4.01(a)(vi) of the Credit Agreement. The undersigned does not, by this Certificate, purport to make or duplicate the specific solvency representations and certifications to be set forth in such Solvency Certificate. However, the undersigned hereby certifies that, to his knowledge after reasonable inquiry, nothing has come to his attention that would contradict, be inconsistent with, or undermine the representations expected to be made in such Solvency Certificate, and the undersigned has no reason to believe that the Company and its subsidiaries, taken as a whole, are or, after giving effect to the transactions contemplated by the Credit Agreement, would be insolvent, unable to pay their debts as they become due, or have unreasonably small capital for their intended business activities.
SECTION 6: ADDITIONAL CERTIFICATIONS
Section 6.1 No Litigation
The undersigned hereby certifies that, as of the date hereof and to the knowledge of the undersigned after reasonable inquiry, there is no action, suit, litigation, investigation, proceeding, claim, or arbitration pending or threatened in writing against or affecting the Company or any of its subsidiaries (including Ironhaven Frankfurt GmbH) in any court, before any arbitrator or arbitral tribunal, or before or by any governmental authority or regulatory body (whether federal, state, local, or foreign), that (i) would reasonably be expected to have a Material Adverse Effect, (ii) challenges or seeks to restrain, enjoin, or prevent the consummation of the transactions contemplated by the Credit Agreement or any of the other Loan Documents, or (iii) challenges the validity, binding effect, or enforceability of the Credit Agreement or any of the other Loan Documents. The Company has not received any written notice from any governmental authority of any pending or threatened investigation, enforcement action, or proceeding relating to the Company's data center operations, environmental compliance, or real property.
Section 6.2 Compliance with Laws
The undersigned hereby certifies that the Company and each of its subsidiaries are, as of the date hereof and as of the anticipated Closing Date, in compliance in all material respects with all applicable laws, statutes, rules, regulations, codes, ordinances, and orders of any governmental authority having jurisdiction over the Company or its subsidiaries, including without limitation:
(a) all applicable anti-money laundering laws and regulations, including the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the USA PATRIOT Act (Title III of Pub. L. 107-56), and the implementing regulations promulgated by the Financial Crimes Enforcement Network (FinCEN);
(b) all applicable sanctions laws, regulations, and executive orders, including those administered and enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), the U.S. Department of State, the European Union (including Council Regulation (EC) No. 2580/2001 and subsequent sanctions regulations), and applicable provisions of the German Anti-Money Laundering Act (Geldwäschegesetz or "GwG");
(c) all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1 et seq.), and any comparable anti-bribery or anti-corruption laws applicable to the Company or its subsidiaries in any jurisdiction in which they conduct business or own assets; and
(d) all applicable environmental laws and regulations, including the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), and analogous state environmental laws of the Commonwealth of Virginia.
Neither the Company nor any of its subsidiaries, nor any of their respective directors, officers, managers, employees, or, to the knowledge of the undersigned, agents, is a Sanctioned Person (as defined in the Credit Agreement).
Section 6.3 Tax Identification
The undersigned hereby confirms the following tax identification information for the Company:
Employer Identification Number (EIN): 84-3291057
Principal Place of Business: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147
Jurisdiction of Formation: State of Delaware
Exact Legal Name (as it appears in the Certificate of Formation): Ironhaven Data Centers LLC
The foregoing information is true, correct, and complete and may be relied upon by the Administrative Agent for purposes of perfection of security interests under the Uniform Commercial Code and for all other purposes contemplated by the Loan Documents.
Section 6.4 Beneficial Ownership
The undersigned hereby certifies that the Company has delivered to the Administrative Agent a Beneficial Ownership Certification in compliance with the FinCEN Customer Due Diligence Rule (31 C.F.R. § 1010.230) and, to the extent applicable, the Corporate Transparency Act (31 U.S.C. § 5336), and that the information set forth in such Beneficial Ownership Certification is true, correct, and complete in all material respects as of the date hereof. The Company shall promptly notify the Administrative Agent in writing of any change in the information previously provided in such Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein.
Section 6.5 Ownership Structure Confirmation
The undersigned hereby confirms the following ownership structure of the Company and its affiliates, as of the date hereof:
(a) Ironhaven Data Centers LLC is wholly owned by Ironhaven Holdings Inc. (EIN: 84-3291044), a Delaware corporation, which is the sole member of the Company holding one hundred percent (100%) of the outstanding membership interests of the Company;
(b) Ironhaven Holdings Inc. is in turn wholly owned by Thornfield Infrastructure Fund III, LP, a Delaware limited partnership (the "Fund"), through the holding structure of Thornfield Capital Partners, LP, a Delaware limited partnership, which serves as the general partner of the Fund; and
(c) Ironhaven Frankfurt GmbH (HRB 129457, Amtsgericht Frankfurt am Main) is a wholly owned subsidiary of the Company, with the Company holding one hundred percent (100%) of the issued share capital (Stammkapital) of Ironhaven Frankfurt GmbH.
No change in the foregoing ownership structure is pending or contemplated as of the date hereof or as of the anticipated Closing Date.
SECTION 7: LIST OF EXHIBITS
The following exhibits are attached hereto and incorporated by reference into this Certificate:
Exhibit A — Certificate of Formation of Ironhaven Data Centers LLC (as filed with the Secretary of State of the State of Delaware on March 12, 2019, together with all amendments thereto, including the Certificate of Amendment filed on August 4, 2021)
Exhibit B — Amended and Restated Limited Liability Company Agreement of Ironhaven Data Centers LLC, dated as of January 15, 2022 (current, fully amended version, including all amendments thereto through the date hereof)
Exhibit C — Unanimous Written Consent of Sole Member (Ironhaven Holdings Inc.) and Written Resolutions of the Board of Managers of Ironhaven Data Centers LLC, each dated as of February 25, 2024, authorizing the transactions contemplated by the Credit Agreement and the other Loan Documents
Exhibit D-1 — Certificate of Good Standing for Ironhaven Data Centers LLC, issued by the Secretary of State of the State of Delaware (dated within thirty (30) days of the date hereof)
Exhibit D-2 — Certificate of Good Standing / Certificate of Registration for Ironhaven Data Centers LLC, issued by the State Corporation Commission of the Commonwealth of Virginia (dated within thirty (30) days of the date hereof)
SIGNATURE
IN WITNESS WHEREOF, the undersigned has executed this Secretary's and Officer's Certificate as of the date first written above. The undersigned certifies that the foregoing statements, representations, and certifications are true and correct in all respects to the best of the undersigned's knowledge and belief, after reasonable inquiry and due investigation, and that this Certificate may be relied upon by the Administrative Agent, the Collateral Agent, and the Lenders in connection with the consummation of the transactions contemplated by the Credit Agreement and the other Loan Documents.
IRONHAVEN DATA CENTERS LLC
By: ________
Name: Jonathan Pryce-Williams
Title: General Counsel & Secretary
Date: May 15, 2024
COUNTER-CERTIFICATION
The undersigned, Marcus Delaine, in his capacity as Chief Executive Officer of Ironhaven Data Centers LLC, a Delaware limited liability company, hereby confirms and certifies, for the benefit of the Administrative Agent, the Collateral Agent, and the Lenders, as follows:
1.  Jonathan Pryce-Williams is the duly appointed, qualified, and acting General Counsel and Secretary of Ironhaven Data Centers LLC, and has held such positions continuously since the date of his appointment and through the date of this counter-certification.
2.  The signature appearing on this Certificate above the name "Jonathan Pryce-Williams" is the genuine signature of Jonathan Pryce-Williams.
3.  Jonathan Pryce-Williams was, as of the date of this Certificate, duly authorized to execute and deliver this Certificate on behalf of the Company in his capacity as General Counsel and Secretary, and to make each of the certifications, representations, and statements contained herein.
4.  The undersigned has reviewed this Certificate and, to the best of the undersigned's knowledge, the certifications, representations, and statements made herein by Jonathan Pryce-Williams are true and correct in all material respects.
IRONHAVEN DATA CENTERS LLC
By: ________
Name: Marcus Delaine
Title: Chief Executive Officer
Date: May 15, 2024
This Certificate, together with the exhibits attached hereto, is delivered to Crescent Harbor Bank, N.A., as Administrative Agent, and Pinnacle Trust Company, N.A., as Collateral Agent, pursuant to the Credit Agreement. This Certificate and the certifications contained herein shall survive the Closing Date and shall be deemed to be remade as of the Closing Date for all purposes of the Credit Agreement and the other Loan Documents.
Name | Title | Specimen Signature
Marcus Delaine | Chief Executive Officer | /s/ Marcus Delaine
Rebecca Sung | Chief Financial Officer | /s/ Rebecca Sung
Jonathan Pryce-Williams | General Counsel & Secretary | /s/ Jonathan Pryce-Williams
Andrei Volkov | Chief Technology Officer | /s/ Andrei Volkov
Natasha Greenfeld | Vice President, Treasury & Capital Markets | /s/ Natasha Greenfeld

SECRETARY'S AND OFFICER'S CERTIFICATE OF IRONHAVEN DATA CENTERS LLC

CUSIP: 46283LAA5

RECITALS

SECTION 1: CERTIFICATION AS TO ORGANIZATIONAL DOCUMENTS

SECTION 2: CERTIFICATION AS TO MEMBER / MANAGER RESOLUTIONS

SECTION 3: INCUMBENCY CERTIFICATE

SECTION 4: CERTIFICATION AS TO GOOD STANDING AND QUALIFICATION

SECTION 5: REPRESENTATIONS AND WARRANTIES BRING-DOWN

SECTION 6: ADDITIONAL CERTIFICATIONS

SECTION 7: LIST OF EXHIBITS

SIGNATURE

IRONHAVEN DATA CENTERS LLC

COUNTER-CERTIFICATION

IRONHAVEN DATA CENTERS LLC

Record

Parties

Dates

Amounts