1043-00001 · Ironhaven Holdings · Diligence

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WRITTEN SHAREHOLDER RESOLUTIONS OF IRONHAVEN FRANKFURT GMBH

Adopted by Written Consent of the Sole Quotaholder in Lieu of a Shareholders' Meeting

pursuant to Section 48(2) of the German Act on Limited Liability Companies (Gesetz betreffend die Gesellschaften mit beschränkter Haftung — GmbHG)

Date of Adoption: May 15, 2024

Company: Ironhaven Frankfurt GmbH, a Gesellschaft mit beschränkter Haftung organized and existing under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the Amtsgericht Frankfurt am Main under HRB 129457.

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

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

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

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

PREAMBLE AND RECITALS

The sole quotaholder (Alleingesellschafterin) of Ironhaven Frankfurt GmbH (the "Company") hereby adopts the following written resolutions (Gesellschafterbeschlüsse), setting forth the recitals and resolutions below:

Recital A — Identity of Sole Quotaholder

Ironhaven Data Centers LLC ("IHDC"), a limited liability company organized and existing under the laws of the State of Delaware, with its principal office at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, United States of America, is the sole quotaholder (Alleingesellschafterin) of the Company. IHDC holds 100% of the share capital (Stammkapital) of the Company, representing all issued and outstanding shares (Geschäftsanteile) in the Company. IHDC acts through its duly authorized officer(s) as identified in the incumbency certification delivered herewith and attached hereto as Exhibit B. No other person or entity holds any shares, options, conversion rights, or other equity interests in the Company.

Recital B — Description of the Proposed Transaction

IHDC and the Company (acting as Co-Borrower) intend to enter into a Senior Secured Term Loan B Credit Agreement (the "Credit Agreement"), dated as of May 15, 2024, among the following parties:

(i) Ironhaven Data Centers LLC, a Delaware limited liability company, as Borrower;

(ii) Ironhaven Frankfurt GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, as Co-Borrower;

(iii) Ironhaven Holdings Inc., a Delaware corporation, as Parent Guarantor;

(iv) Crescent Harbor Bank, N.A. (1200 Harbor Point Drive, Charlotte, North Carolina 28202, United States of America), as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner;

(v) Pinnacle Trust Company, N.A. (101 Constitution Avenue NW, Washington, D.C. 20001, United States of America), as Collateral Agent; and

(vi) The lenders from time to time party thereto (collectively, the "Lenders").

The aggregate principal amount of the credit facility under the Credit Agreement is Nine Hundred Fifty Million United States Dollars ($950,000,000) (the "Total Facility"). Within the Total Facility, a EUR-denominated sub-tranche has been allocated to the Company in an aggregate principal amount of Two Hundred Fifty-Three Million Five Hundred Seventy-One Thousand Four Hundred Twenty-Nine Euros (€253,571,429) (the "EUR Sub-Tranche"), equivalent to approximately Two Hundred Seventy-Five Million United States Dollars ($275,000,000) at an assumed EUR/USD exchange rate of 1.0846 as of the date hereof.

The EUR Sub-Tranche shall bear interest at a rate per annum equal to EURIBOR plus 425 basis points (4.25%), subject to a EURIBOR floor of 0.00% per annum. The EUR Sub-Tranche is subject to quarterly amortization in an amount equal to Six Hundred Thirty-Three Thousand Nine Hundred Twenty-Eight Euros and Fifty-Seven Cents (€633,928.57) per quarter, representing 1.00% per annum of the original EUR Sub-Tranche principal amount. The maturity date of the EUR Sub-Tranche is June 3, 2031, being seven (7) years from the Closing Date of June 3, 2024 (the "Maturity Date").

The Credit Agreement is governed by the laws of the State of New York, United States of America. Certain German-law security documents entered into in connection with the Credit Agreement are governed by the laws of the Federal Republic of Germany, as more fully described in Recital C below.

The proceeds of the EUR Sub-Tranche shall be used by the Company to fund the development and construction of the Company's Frankfurt campus, known as "Ironhaven Frankfurt I," located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany. The Frankfurt campus comprises approximately 18.7 hectares of land with a planned total capacity of 80 megawatts (MW) of critical IT load. The initial phase of the Frankfurt campus ("Phase I") contemplates 40 MW of critical IT load at an estimated total Phase I development cost of approximately €253.6 million. The economics of the Frankfurt campus are supported by, among other things, a pre-lease letter of intent executed with Euronova Digital GmbH for 20 MW of critical IT load capacity at an annual rent of €9,800,000 (Nine Million Eight Hundred Thousand Euros) under a seven (7)-year term, which letter of intent is expected to be converted into a definitive lease agreement prior to or substantially concurrently with the Closing Date.

Recital C — Description of the German Security Documents

In connection with the Credit Agreement, and as a condition precedent to the availability of the EUR Sub-Tranche, the Company is required to enter into the following German-law governed security documents (collectively, the "German Security Documents"), each in favor of Pinnacle Trust Company, N.A. (acting through its London branch at 25 Bank Street, Canary Wharf, London E14 5JP, United Kingdom) as Security Trustee (Sicherheitentreuhänder):

1. Parallel Debt and Security Trust Agreement (*Sicherheitentreuhandvertrag*) — creating a parallel debt claim (abstraktes Schuldanerkenntnis) of the Company in favor of the Security Trustee in an amount equal to the Company's obligations under the Credit Agreement, to support and anchor the German-law security package and to ensure the enforceability of the security interests under German law.

2. Land Charge Agreement (*Grundschuldbestellungsurkunde*) — a notarized land charge (Grundschuld) without personal liability (ohne persönliche Haftungsübernahme) over the Frankfurt campus parcel registered in the land register (Grundbuch) of Frankfurt am Main-Ost, Sheet (Blatt) 54321, Section (Flur) 12, Parcel (Flurstück) 789, comprising approximately 18.7 hectares, including all buildings, fixtures, and appurtenances thereon or therein, together with immediate enforceability clause (sofortige Zwangsvollstreckungsunterwerfung) pursuant to Section 800 of the German Code of Civil Procedure (Zivilprozessordnung — ZPO).

3. Global Assignment of Receivables (*Globalzession*) — an assignment by way of security (Sicherungsabtretung) of all present and future receivables of the Company, including but not limited to receivables arising under lease agreements, service agreements, insurance claims, intercompany receivables, and any other trade or contractual receivables, in each case whether or not yet due and payable and whether conditional or unconditional.

4. Account Pledge Agreement (*Kontoverpfändung*) — a pledge (Verpfändung) over all bank accounts of the Company maintained with NordBrücke AG (Neue Mainzer Straße 72, 60311 Frankfurt am Main, Germany), including without limitation all current accounts, deposit accounts, escrow accounts, and securities accounts, together with all credit balances, interest, and other entitlements arising thereunder.

5. Security Transfer of Movable Assets (*Sicherungsübereignungsvertrag*) — a security transfer (Sicherungsübereignung) of all movable assets (bewegliche Sachen) of the Company located at or relating to the Frankfurt campus, including without limitation machinery, equipment, generators, uninterruptible power supply (UPS) systems, cooling systems, server racks, cabling, tools, spare parts, inventory, and other tangible personal property, whether now owned or hereafter acquired.

6. Security Purpose Agreement (*Sicherungszweckerklärung*) — an overarching security purpose declaration defining the secured obligations (gesicherte Verbindlichkeiten) and the relationship between the parallel debt claim and the underlying claims of the Lenders, the Administrative Agent, and the Collateral Agent under the Credit Agreement and related finance documents, and establishing the conditions for enforcement and release of the German-law security interests.

Recital D — Description of the Share Pledge

Separately, and in addition to the German Security Documents to be entered into by the Company, IHDC (in its capacity as sole quotaholder of the Company) will pledge 100% of the shares (Geschäftsanteile) in the Company pursuant to a notarized German Share Pledge Agreement (Anteilsverpfändungsvertrag) (the "Share Pledge Agreement") in favor of Pinnacle Trust Company, N.A. as Security Trustee. The authorization of the Share Pledge Agreement by IHDC as pledgor is effected by IHDC's own corporate resolutions adopted separately. However, the Company acknowledges and, by way of these resolutions, consents to such pledge from the Company's perspective, including without limitation any notifications, registrations, or participations in notarial proceedings that may be required on the part of the Company in connection therewith.

Recital E — German Local Counsel

Wendt Falkenberg Rechtsanwälte PartG mbB (Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany), acting through Dr. Lukas Wendt (Rechtsanwalt) and Julia Falkenberg (Rechtsanwältin), serves as German local counsel to the Borrower and the Company in connection with the Credit Agreement, the German Security Documents, and the transactions contemplated thereby.

Blackthorn & Sundial Software (Frankfurt office: Bockenheimer Landstraße 24, 60323 Frankfurt am Main, Germany), acting through Maximilian Roth (Rechtsanwalt), serves as German counsel to the Administrative Agent, the Collateral Agent, and the Lenders in connection with the foregoing matters.

Recital F — Authorization Requirement

The entry by the Company into the Credit Agreement as Co-Borrower, the execution and delivery of the German Security Documents, the granting of security interests over the Company's assets, and the performance of the Company's obligations thereunder require authorization by the sole quotaholder pursuant to Section 46 No. 5 and No. 7 of the GmbHG (relating to, inter alia, the appointment and supervision of the Managing Directors and extraordinary transactions) and the Company's articles of association (Gesellschaftsvertrag). These resolutions are adopted by written consent in lieu of a shareholders' meeting (Gesellschafterversammlung), in accordance with Section 48(2) GmbHG, which permits the adoption of resolutions by way of written consent of all quotaholders without a formal meeting. As IHDC is the sole quotaholder of the Company, the requirement of unanimity under Section 48(2) GmbHG is satisfied by IHDC's sole written consent set forth herein.

RESOLUTIONS

NOW, THEREFORE, the undersigned sole quotaholder of the Company hereby adopts the following resolutions, effective as of May 15, 2024:

RESOLUTION 1 — APPROVAL OF ENTRY INTO THE CREDIT AGREEMENT AS CO-BORROWER

RESOLVED, that the sole quotaholder of the Company hereby approves and authorizes Ironhaven Frankfurt GmbH to enter into the Credit Agreement, dated as of May 15, 2024, as Co-Borrower with respect to the EUR Sub-Tranche in the aggregate principal amount of Two Hundred Fifty-Three Million Five Hundred Seventy-One Thousand Four Hundred Twenty-Nine Euros (€253,571,429) (equivalent to approximately Two Hundred Seventy-Five Million United States Dollars ($275,000,000) at an assumed EUR/USD exchange rate of 1.0846), together with all schedules, exhibits, annexes, and ancillary documentation thereto, substantially in the form presented to and reviewed by the sole quotaholder prior to the date hereof.

FURTHER RESOLVED, that the authorization granted herein extends to any amendments, supplements, restatements, amendments and restatements, or other modifications of the Credit Agreement that may be agreed from time to time in the ordinary course of business by the Managing Directors, provided that such amendments, supplements, restatements, or modifications do not increase the aggregate principal amount of the EUR Sub-Tranche by more than 10% of the original principal amount or extend the Maturity Date beyond June 3, 2032, without further quotaholder approval.

FURTHER RESOLVED, that the sole quotaholder acknowledges that the Credit Agreement is governed by the laws of the State of New York, United States of America, and that the Company, by entering into the Credit Agreement, submits to the non-exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan and the United States District Court for the Southern District of New York for the purpose of any proceedings arising out of or in connection with the Credit Agreement, and agrees to the appointment of a process agent in New York as may be required thereunder.

FURTHER RESOLVED, that the Company is hereby authorized to receive and apply the EUR Sub-Tranche proceeds through the Frankfurt campus construction escrow account (the "Escrow Account") to be maintained with NordBrücke AG (acting as Frankfurt Escrow Bank), subject to the controlled disbursement procedures set forth in the Escrow Agreement to be entered into among the Company, Crescent Harbor Bank, N.A. (as Administrative Agent), and NordBrücke AG (as Frankfurt Escrow Bank).

FURTHER RESOLVED, that the Company is hereby authorized to comply with all financial covenants, reporting requirements, information undertakings, and mandatory prepayment obligations under the Credit Agreement, including without limitation:

(a) the Maximum Net Leverage Ratio of 6.00:1.00 (declining to 5.50:1.00 from and after the second anniversary of the Closing Date);

(b) the Minimum Interest Coverage Ratio of 2.00:1.00;

(c) the Excess Cash Flow mandatory prepayment sweep at rates of 75% (when the Net Leverage Ratio exceeds 4.50:1.00), 50% (when the Net Leverage Ratio exceeds 3.50:1.00 but does not exceed 4.50:1.00), and 25% (when the Net Leverage Ratio does not exceed 3.50:1.00), in each case as further defined and specified in the Credit Agreement;

(d) delivery of quarterly and annual financial statements, compliance certificates, and other reports as required under the Credit Agreement; and

(e) maintenance of insurance, environmental compliance, and other operational covenants as set forth therein.

RESOLUTION 2 — APPROVAL OF ENTRY INTO THE GERMAN SECURITY DOCUMENTS

RESOLVED, that the sole quotaholder of the Company hereby approves and authorizes Ironhaven Frankfurt GmbH to enter into each of the German Security Documents identified in Recital C above, including specifically the following:

(a) The Parallel Debt and Security Trust Agreement (*Sicherheitentreuhandvertrag*) with Pinnacle Trust Company, N.A. (acting through its London branch) as Security Trustee, creating a parallel debt claim of the Company in favor of the Security Trustee in an amount equal to the Company's obligations under the Credit Agreement, substantially in the form reviewed by the sole quotaholder;

(b) The Land Charge Agreement (*Grundschuldbestellungsurkunde*) — establishing a notarized Grundschuld (non-accessory land charge) over the Frankfurt campus parcel registered in the Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, comprising approximately 18.7 hectares, in a principal amount to be determined in accordance with the terms of the Credit Agreement and the Security Purpose Agreement, including the submission to immediate enforceability (sofortige Zwangsvollstreckungsunterwerfung) pursuant to Section 800 ZPO, and including any ancillary costs, interest, and one-time payments (Nebenleistungen) as specified in the notarial deed;

(c) The Global Assignment of Receivables (*Globalzession*) — assigning by way of security all present and future receivables of the Company to the Security Trustee, including receivables arising under lease agreements (including, without limitation, the anticipated definitive lease with Euronova Digital GmbH), service agreements, insurance policies, intercompany arrangements, and all other contractual and trade receivables;

(d) The Account Pledge Agreement (*Kontoverpfändung*) — pledging all bank accounts of the Company maintained with NordBrücke AG (Neue Mainzer Straße 72, 60311 Frankfurt am Main, Germany), including all credit balances, accrued interest, and other entitlements arising thereunder, in favor of the Security Trustee;

(e) The Security Transfer of Movable Assets (*Sicherungsübereignungsvertrag*) — transferring by way of security all movable assets of the Company located at or pertaining to the Frankfurt campus, whether now existing or hereafter acquired, to the Security Trustee, with the Company retaining possession as borrower and indirect possessor (mittelbare Besitzerin) for the Security Trustee; and

(f) The Security Purpose Agreement (*Sicherungszweckerklärung*) — establishing the overarching security purpose for all German Security Documents, defining the secured obligations, and governing the relationship among the parallel debt, the underlying claims, and the individual security interests.

FURTHER RESOLVED, that the Managing Directors of the Company are hereby authorized to execute, acknowledge before a German notary public (Notar) where required by law or by the terms of the relevant German Security Document (in particular for the Grundschuldbestellungsurkunde and any related notarial deeds, including deeds of submission to immediate enforceability), and deliver each of the foregoing German Security Documents, together with all schedules, exhibits, and annexes thereto.

FURTHER RESOLVED, that the Managing Directors are hereby authorized to cause the registration of the Grundschuld with the Grundbuchamt Frankfurt am Main, and to take all steps necessary to procure such registration, including without limitation the filing of applications for registration, the provision of notarial certifications, and the payment of any registration fees, notarial fees, or stamp duties associated therewith.

RESOLUTION 3 — CONSENT TO SHARE PLEDGE

RESOLVED, that the sole quotaholder hereby acknowledges and consents, from the perspective of Ironhaven Frankfurt GmbH as the company whose shares (Geschäftsanteile) are being pledged, to the execution and delivery by IHDC of the German Share Pledge Agreement (Anteilsverpfändungsvertrag) pledging 100% of the shares in Ironhaven Frankfurt GmbH (registered with the Amtsgericht Frankfurt am Main under HRB 129457) in favor of Pinnacle Trust Company, N.A. as Security Trustee. Such consent is granted without condition or reservation, and the Company acknowledges that the Share Pledge Agreement constitutes a material condition precedent to the availability of the EUR Sub-Tranche under the Credit Agreement.

FURTHER RESOLVED, that the Company shall cooperate fully with IHDC and the Security Trustee as necessary and appropriate to perfect and maintain such pledge, including without limitation:

(a) participation in any notarization (notarielle Beurkundung) of the Share Pledge Agreement before a German notary public;

(b) delivery of the Company's current and up-to-date list of quotaholders (Gesellschafterliste) to the notary and for filing with the commercial register (Handelsregister);

(c) execution of any acknowledgment, consent, or waiver that may be required on the part of the Company under the terms of the Share Pledge Agreement; and

(d) provision of information regarding the Company, its business, and its assets as may be reasonably required by the Security Trustee in connection with the perfection, maintenance, or enforcement of the share pledge.

FURTHER RESOLVED, that to the extent any provision of the Company's articles of association (Gesellschaftsvertrag), including without limitation any provision requiring prior quotaholder consent to the pledge, transfer, or encumbrance of shares in the Company, might otherwise limit, restrict, or prohibit the pledging of the Company's shares in connection with the transactions contemplated hereby, such restriction is hereby waived in full with respect to the Share Pledge Agreement and the transactions contemplated thereby, and such waiver shall remain in full force and effect for so long as any obligations under the Credit Agreement remain outstanding.

RESOLUTION 4 — AUTHORIZATION OF MANAGING DIRECTORS

RESOLVED, that the sole quotaholder hereby authorizes and directs the Managing Directors of Ironhaven Frankfurt GmbH, acting jointly or individually as permitted under the Company's articles of association (Gesellschaftsvertrag), namely:

• Marcus Delaine — Chief Executive Officer of IHDC, serving as Managing Director (Geschäftsführer) of the Company; and

• Katarina Bremer — local Managing Director (Geschäftsführerin) of the Company,

to negotiate, execute, and deliver, in the name of and on behalf of Ironhaven Frankfurt GmbH, each of the following documents, instruments, and agreements:

(a) The Credit Agreement (and any joinder, accession, or assumption documentation thereto), including any borrower accession letter or co-borrower joinder agreement;

(b) Each of the German Security Documents listed and described in Resolution 2 above;

(c) Any notarial deeds (notarielle Urkunden) required in connection with the Grundschuld, the submission to immediate enforceability, and the Share Pledge Agreement (to the extent the Company's participation is required), including the appearance before a German notary public and the making of declarations on behalf of the Company;

(d) The Escrow Agreement with Crescent Harbor Bank, N.A. (as Administrative Agent) and NordBrücke AG (as Frankfurt Escrow Bank) for the controlled disbursement of the EUR Sub-Tranche proceeds in the amount of €253,571,429 for the construction and development of the Frankfurt campus;

(e) Any certificates, notices, borrowing requests, compliance certificates, officer's certificates, solvency certificates, or other ancillary documents required under or in connection with the Credit Agreement or the German Security Documents;

(f) IRS Form W-8BEN-E or such other tax forms, withholding certificates, or tax documentation as may be required under the Credit Agreement or applicable law in connection with payments made to or by the Company;

(g) Any filings with the German Transparency Register (*Transparenzregister*) as required under the German Anti-Money Laundering Act (Geldwäschegesetz — GwG), including the reporting of beneficial ownership information in respect of the Company;

(h) Any amendments, supplements, waivers, consents, or modifications to any of the foregoing documents as the Managing Directors may deem necessary, appropriate, or advisable in their reasonable business judgment (pflichtgemäßes Ermessen) in order to give effect to the transactions contemplated by these resolutions.

FURTHER RESOLVED, that each Managing Director is hereby individually authorized to act on behalf of the Company in connection with any of the matters described in this Resolution 4, notwithstanding any joint representation requirement (Gesamtvertretungsbefugnis) that may otherwise apply under the Company's articles of association, and the sole quotaholder hereby exempts the Managing Directors from the restrictions on self-dealing under Section 181 of the German Civil Code (Bürgerliches Gesetzbuch — BGB) to the extent necessary to carry out the transactions contemplated by these resolutions.

RESOLUTION 5 — SANCTIONS AND REGULATORY COMPLIANCE AUTHORIZATION

RESOLVED, that the sole quotaholder authorizes and directs Ironhaven Frankfurt GmbH and its Managing Directors to:

(a) Comply fully and at all times with all applicable sanctions laws and regulations, including without limitation those administered by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC"), the European Union sanctions regime (including Council Regulation (EU) No 269/2014 concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine, and Council Regulation (EC) No 2580/2001 and related regulations), and the requirements of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht — "BaFin") and the German Anti-Money Laundering Act (Geldwäschegesetz — GwG), in each case as applicable to the Company in connection with the Credit Agreement and the German Security Documents;

(b) Deliver all know-your-customer ("KYC") documentation, beneficial ownership certifications (including any Beneficial Ownership Certification required under 31 C.F.R. § 1010.230), and sanctions screening results as may be required by the Administrative Agent, the Collateral Agent, the Security Trustee, or any Lender in connection with the Credit Agreement, the German Security Documents, or applicable law;

(c) File, or cause to be filed, beneficial ownership information with the German Transparency Register (Transparenzregister) in accordance with the requirements of the GwG, and to maintain such filings in current and accurate form for so long as any obligations under the Credit Agreement remain outstanding; and

(d) Make and confirm, on behalf of the Company, the representations and warranties regarding sanctions compliance, anti-money laundering, and anti-bribery/anti-corruption matters contained in the Credit Agreement, including without limitation representations that (i) the Company is not a Sanctioned Person (as defined in the Credit Agreement), (ii) no proceeds of the EUR Sub-Tranche will be used, directly or indirectly, in violation of any sanctions laws or regulations, and (iii) the Company has implemented and maintains policies and procedures reasonably designed to promote and achieve compliance with applicable anti-money laundering laws and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act 2010.

RESOLUTION 6 — RATIFICATION OF PRIOR ACTIONS

RESOLVED, that all actions heretofore taken by the Managing Directors, authorized officers, employees, or agents of Ironhaven Frankfurt GmbH in connection with the negotiation, preparation, structuring, and documentation of the Credit Agreement and the German Security Documents, and all transactions contemplated thereby, including without limitation:

(a) the engagement of Wendt Falkenberg Rechtsanwälte PartG mbB (Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany) as German local counsel to the Borrower and the Company;

(b) the provision of information, documents, and certifications to counsel, the Administrative Agent, the Collateral Agent, and the Lenders;

(d) discussions with the notary regarding the form and timing of the Grundschuld and other notarial deeds; and

(e) all other preparatory actions taken in furtherance of the transactions contemplated hereby,

are hereby ratified, confirmed, and approved in all respects as the valid and authorized acts of the Company, with the same force and effect as if such actions had been specifically authorized in advance by the sole quotaholder.

RESOLUTION 7 — POWER OF ATTORNEY (*VOLLMACHT*)

RESOLVED, that the sole quotaholder hereby authorizes the Managing Directors of the Company to grant a power of attorney (Vollmacht) on behalf of the Company to:

Dr. Lukas Wendt (Rechtsanwalt) and/or Julia Falkenberg (Rechtsanwältin)

of Wendt Falkenberg Rechtsanwälte PartG mbB, Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany,

with the following scope: to appear before a German notary public (Notar) and to execute on behalf of Ironhaven Frankfurt GmbH such notarial deeds (notarielle Urkunden) as may be required for (i) the Grundschuld (including the submission to immediate enforceability pursuant to Section 800 ZPO), (ii) the Share Pledge Agreement (to the extent the Company's participation, consent, or acknowledgment is required), and (iii) any related land registry (Grundbuch) filings, applications, or declarations, in each case in the form and substance previously approved by the Managing Directors.

FURTHER RESOLVED, that such power of attorney may be issued in notarized form (notarielle Vollmacht) as required by applicable law or by the relevant notary public, and the Managing Directors are hereby authorized to appear before a notary for the purpose of granting such notarized power of attorney. The power of attorney shall remain in effect until the earlier of (x) the completion of all notarial acts and land registry filings contemplated thereby and (y) revocation by the Managing Directors in writing.

RESOLUTION 8 — GENERAL AUTHORIZATION

RESOLVED, that the sole quotaholder hereby authorizes the Managing Directors of the Company to take any and all further actions, and to execute and deliver any and all additional documents, instruments, certificates, agreements, and filings, in the name of and on behalf of Ironhaven Frankfurt GmbH, as they may deem necessary, appropriate, or advisable in their reasonable business judgment to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated thereby.

FURTHER RESOLVED, that, without limiting the generality of the foregoing, such authorization includes:

(a) the opening or maintenance of bank accounts (including the Escrow Account) with NordBrücke AG or any other financial institution as may be required in connection with the Credit Agreement;

(b) the execution of deposit account control agreements, account pledge agreements, or similar arrangements with NordBrücke AG or any other account bank;

(c) compliance with all post-closing obligations under the Credit Agreement, including without limitation the delivery of post-closing certificates, the perfection of security interests within the time periods specified in the Credit Agreement, and the completion of any post-closing corporate, regulatory, or land registry filings;

(d) the engagement of additional advisors, consultants, or service providers as may be necessary in connection with the foregoing; and

(e) such other actions as may be incidental or reasonably related to the foregoing.

SIGNATURE

IN WITNESS WHEREOF, the undersigned sole quotaholder has executed these Written Shareholder Resolutions as of the date first set forth above, being May 15, 2024.

IRONHAVEN DATA CENTERS LLC a Delaware limited liability company, as sole quotaholder (Alleingesellschafterin) of Ironhaven Frankfurt GmbH

By: ________

Name: Jonathan Pryce-Williams

Title: General Counsel & Secretary

Date: May 15, 2024

ACKNOWLEDGMENT AND ACCEPTANCE BY MANAGING DIRECTORS

The undersigned Managing Directors (Geschäftsführer) of Ironhaven Frankfurt GmbH hereby acknowledge receipt of the foregoing Written Shareholder Resolutions adopted by the sole quotaholder on May 15, 2024, and confirm their acceptance of the authorizations and directions set forth therein. Each undersigned Managing Director confirms that he or she will act in accordance with such resolutions and will use his or her best efforts to carry out the intent and purposes thereof.

By: ________

Name: Marcus Delaine

Title: Managing Director (Geschäftsführer)

Date: May 15, 2024

By: ________

Name: Katarina Bremer

Title: Managing Director (Geschäftsführerin)

Date: May 15, 2024

EXHIBIT A

LIST OF TRANSACTION DOCUMENTS

The following is a complete list of all documents authorized by the foregoing Written Shareholder Resolutions:

1. Credit Agreement (Senior Secured Term Loan B), dated as of May 15, 2024, among Ironhaven Data Centers LLC (as Borrower), Ironhaven Frankfurt GmbH (as Co-Borrower), Ironhaven Holdings Inc. (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders from time to time party thereto. CUSIP: 46283LAA5.

2. Parallel Debt and Security Trust Agreement (*Sicherheitentreuhandvertrag*), between Ironhaven Frankfurt GmbH and Pinnacle Trust Company, N.A. (acting through its London branch) as Security Trustee.

3. Land Charge Agreement (*Grundschuldbestellungsurkunde*), creating a Grundschuld over the Frankfurt campus parcel — Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789 (approximately 18.7 hectares) — in favor of Pinnacle Trust Company, N.A. as Security Trustee.

4. Global Assignment of Receivables (*Globalzession*), between Ironhaven Frankfurt GmbH (as Assignor) and Pinnacle Trust Company, N.A. (acting through its London branch) as Security Trustee (as Assignee).

5. Account Pledge Agreement (*Kontoverpfändung*), pledging all bank accounts of Ironhaven Frankfurt GmbH maintained with NordBrücke AG in favor of Pinnacle Trust Company, N.A. as Security Trustee.

6. Security Transfer of Movable Assets (*Sicherungsübereignungsvertrag*), between Ironhaven Frankfurt GmbH and Pinnacle Trust Company, N.A. (acting through its London branch) as Security Trustee.

7. Security Purpose Agreement (*Sicherungszweckerklärung*), between Ironhaven Frankfurt GmbH and Pinnacle Trust Company, N.A. (acting through its London branch) as Security Trustee.

8. German Share Pledge Agreement (*Anteilsverpfändungsvertrag*), between Ironhaven Data Centers LLC (as Pledgor) and Pinnacle Trust Company, N.A. (as Security Trustee), pledging 100% of the shares in Ironhaven Frankfurt GmbH — consent from the Company's perspective provided pursuant to Resolution 3 hereof.

9. Escrow Agreement (Frankfurt Campus Construction), among Ironhaven Frankfurt GmbH, Crescent Harbor Bank, N.A. (as Administrative Agent), and NordBrücke AG (as Frankfurt Escrow Bank), governing the controlled disbursement of EUR Sub-Tranche proceeds in the amount of €253,571,429 for the construction and development of the Frankfurt campus.

10. All ancillary certificates, notices, borrowing requests, compliance certificates, officer's certificates, solvency certificates, KYC documentation, tax forms (including IRS Form W-8BEN-E), Transparency Register filings, and other documents, instruments, and filings contemplated by or required under any of the foregoing.

EXHIBIT B

INCUMBENCY CERTIFICATE

Ironhaven Frankfurt GmbH Gesellschaft mit beschränkter Haftung Amtsgericht Frankfurt am Main — HRB 129457

The undersigned, Jonathan Pryce-Williams, General Counsel & Secretary of Ironhaven Data Centers LLC, a Delaware limited liability company and the sole quotaholder (Alleingesellschafterin) of Ironhaven Frankfurt GmbH (the "Company"), hereby certifies, as of May 15, 2024, as follows:

1. The following persons are the duly appointed and currently serving Managing Directors (Geschäftsführer) of the Company, each having been appointed in accordance with the Company's articles of association (Gesellschaftsvertrag) and applicable law, and each holding office as of the date hereof:

2. The appointments of the Managing Directors named above are reflected in the extract from the commercial register (Handelsregisterauszug) of the Amtsgericht Frankfurt am Main under registration number HRB 129457, a certified copy of which has been obtained as of a recent date and is available for inspection.

3. Each of the above-named Managing Directors is authorized to represent the Company in connection with the transactions described in the Written Shareholder Resolutions to which this Exhibit B is attached, in accordance with the authorizations granted in such resolutions and the Company's articles of association.

4. This Incumbency Certificate is issued for the benefit of Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Collateral Agent and Security Trustee), and the Lenders under the Credit Agreement, and may be relied upon by each of them and their respective counsel.

Certified by:

________________________________________

Name: Jonathan Pryce-Williams

Title: General Counsel & Secretary

Ironhaven Data Centers LLC (as sole quotaholder of Ironhaven Frankfurt GmbH)

Date: May 15, 2024

This Incumbency Certificate is delivered in connection with the Written Shareholder Resolutions of Ironhaven Frankfurt GmbH dated May 15, 2024, and should be read in conjunction therewith.

Name	Title	Specimen Signature
Marcus Delaine	Managing Director (Geschäftsführer)	________
Katarina Bremer	Managing Director (Geschäftsführerin)	________

WRITTEN SHAREHOLDER RESOLUTIONS OF IRONHAVEN FRANKFURT GMBH
Adopted by Written Consent of the Sole Quotaholder in Lieu of a Shareholders' Meeting
pursuant to Section 48(2) of the German Act on Limited Liability Companies (Gesetz betreffend die Gesellschaften mit beschränkter Haftung — GmbHG)
Date of Adoption: May 15, 2024
Company: Ironhaven Frankfurt GmbH, a Gesellschaft mit beschränkter Haftung organized and existing under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the Amtsgericht Frankfurt am Main under HRB 129457.
Registered Office: Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany.
German Tax ID (*Steuernummer*): 045/127/98321
VAT ID (*USt-IdNr.*): DE347891205
Managing Directors (*Geschäftsführer*): Marcus Delaine; Katarina Bremer
PREAMBLE AND RECITALS
The sole quotaholder (Alleingesellschafterin) of Ironhaven Frankfurt GmbH (the "Company") hereby adopts the following written resolutions (Gesellschafterbeschlüsse), setting forth the recitals and resolutions below:
Recital A — Identity of Sole Quotaholder
Ironhaven Data Centers LLC ("IHDC"), a limited liability company organized and existing under the laws of the State of Delaware, with its principal office at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, United States of America, is the sole quotaholder (Alleingesellschafterin) of the Company. IHDC holds 100% of the share capital (Stammkapital) of the Company, representing all issued and outstanding shares (Geschäftsanteile) in the Company. IHDC acts through its duly authorized officer(s) as identified in the incumbency certification delivered herewith and attached hereto as Exhibit B. No other person or entity holds any shares, options, conversion rights, or other equity interests in the Company.
Recital B — Description of the Proposed Transaction
IHDC and the Company (acting as Co-Borrower) intend to enter into a Senior Secured Term Loan B Credit Agreement (the "Credit Agreement"), dated as of May 15, 2024, among the following parties:
(i) Ironhaven Data Centers LLC, a Delaware limited liability company, as Borrower;
(ii) Ironhaven Frankfurt GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, as Co-Borrower;
(iii) Ironhaven Holdings Inc., a Delaware corporation, as Parent Guarantor;
(iv) Crescent Harbor Bank, N.A. (1200 Harbor Point Drive, Charlotte, North Carolina 28202, United States of America), as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner;
(v) Pinnacle Trust Company, N.A. (101 Constitution Avenue NW, Washington, D.C. 20001, United States of America), as Collateral Agent; and
(vi) The lenders from time to time party thereto (collectively, the "Lenders").
The aggregate principal amount of the credit facility under the Credit Agreement is Nine Hundred Fifty Million United States Dollars ($950,000,000) (the "Total Facility"). Within the Total Facility, a EUR-denominated sub-tranche has been allocated to the Company in an aggregate principal amount of Two Hundred Fifty-Three Million Five Hundred Seventy-One Thousand Four Hundred Twenty-Nine Euros (€253,571,429) (the "EUR Sub-Tranche"), equivalent to approximately Two Hundred Seventy-Five Million United States Dollars ($275,000,000) at an assumed EUR/USD exchange rate of 1.0846 as of the date hereof.
The EUR Sub-Tranche shall bear interest at a rate per annum equal to EURIBOR plus 425 basis points (4.25%), subject to a EURIBOR floor of 0.00% per annum. The EUR Sub-Tranche is subject to quarterly amortization in an amount equal to Six Hundred Thirty-Three Thousand Nine Hundred Twenty-Eight Euros and Fifty-Seven Cents (€633,928.57) per quarter, representing 1.00% per annum of the original EUR Sub-Tranche principal amount. The maturity date of the EUR Sub-Tranche is June 3, 2031, being seven (7) years from the Closing Date of June 3, 2024 (the "Maturity Date").
The Credit Agreement is governed by the laws of the State of New York, United States of America. Certain German-law security documents entered into in connection with the Credit Agreement are governed by the laws of the Federal Republic of Germany, as more fully described in Recital C below.
The proceeds of the EUR Sub-Tranche shall be used by the Company to fund the development and construction of the Company's Frankfurt campus, known as "Ironhaven Frankfurt I," located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany. The Frankfurt campus comprises approximately 18.7 hectares of land with a planned total capacity of 80 megawatts (MW) of critical IT load. The initial phase of the Frankfurt campus ("Phase I") contemplates 40 MW of critical IT load at an estimated total Phase I development cost of approximately €253.6 million. The economics of the Frankfurt campus are supported by, among other things, a pre-lease letter of intent executed with Euronova Digital GmbH for 20 MW of critical IT load capacity at an annual rent of €9,800,000 (Nine Million Eight Hundred Thousand Euros) under a seven (7)-year term, which letter of intent is expected to be converted into a definitive lease agreement prior to or substantially concurrently with the Closing Date.
Recital C — Description of the German Security Documents
In connection with the Credit Agreement, and as a condition precedent to the availability of the EUR Sub-Tranche, the Company is required to enter into the following German-law governed security documents (collectively, the "German Security Documents"), each in favor of Pinnacle Trust Company, N.A. (acting through its London branch at 25 Bank Street, Canary Wharf, London E14 5JP, United Kingdom) as Security Trustee (Sicherheitentreuhänder):
1.  Parallel Debt and Security Trust Agreement (*Sicherheitentreuhandvertrag*) — creating a parallel debt claim (abstraktes Schuldanerkenntnis) of the Company in favor of the Security Trustee in an amount equal to the Company's obligations under the Credit Agreement, to support and anchor the German-law security package and to ensure the enforceability of the security interests under German law.
2.  Land Charge Agreement (*Grundschuldbestellungsurkunde*) — a notarized land charge (Grundschuld) without personal liability (ohne persönliche Haftungsübernahme) over the Frankfurt campus parcel registered in the land register (Grundbuch) of Frankfurt am Main-Ost, Sheet (Blatt) 54321, Section (Flur) 12, Parcel (Flurstück) 789, comprising approximately 18.7 hectares, including all buildings, fixtures, and appurtenances thereon or therein, together with immediate enforceability clause (sofortige Zwangsvollstreckungsunterwerfung) pursuant to Section 800 of the German Code of Civil Procedure (Zivilprozessordnung — ZPO).
3.  Global Assignment of Receivables (*Globalzession*) — an assignment by way of security (Sicherungsabtretung) of all present and future receivables of the Company, including but not limited to receivables arising under lease agreements, service agreements, insurance claims, intercompany receivables, and any other trade or contractual receivables, in each case whether or not yet due and payable and whether conditional or unconditional.
4.  Account Pledge Agreement (*Kontoverpfändung*) — a pledge (Verpfändung) over all bank accounts of the Company maintained with NordBrücke AG (Neue Mainzer Straße 72, 60311 Frankfurt am Main, Germany), including without limitation all current accounts, deposit accounts, escrow accounts, and securities accounts, together with all credit balances, interest, and other entitlements arising thereunder.
5.  Security Transfer of Movable Assets (*Sicherungsübereignungsvertrag*) — a security transfer (Sicherungsübereignung) of all movable assets (bewegliche Sachen) of the Company located at or relating to the Frankfurt campus, including without limitation machinery, equipment, generators, uninterruptible power supply (UPS) systems, cooling systems, server racks, cabling, tools, spare parts, inventory, and other tangible personal property, whether now owned or hereafter acquired.
6.  Security Purpose Agreement (*Sicherungszweckerklärung*) — an overarching security purpose declaration defining the secured obligations (gesicherte Verbindlichkeiten) and the relationship between the parallel debt claim and the underlying claims of the Lenders, the Administrative Agent, and the Collateral Agent under the Credit Agreement and related finance documents, and establishing the conditions for enforcement and release of the German-law security interests.
Recital D — Description of the Share Pledge
Separately, and in addition to the German Security Documents to be entered into by the Company, IHDC (in its capacity as sole quotaholder of the Company) will pledge 100% of the shares (Geschäftsanteile) in the Company pursuant to a notarized German Share Pledge Agreement (Anteilsverpfändungsvertrag) (the "Share Pledge Agreement") in favor of Pinnacle Trust Company, N.A. as Security Trustee. The authorization of the Share Pledge Agreement by IHDC as pledgor is effected by IHDC's own corporate resolutions adopted separately. However, the Company acknowledges and, by way of these resolutions, consents to such pledge from the Company's perspective, including without limitation any notifications, registrations, or participations in notarial proceedings that may be required on the part of the Company in connection therewith.
Recital E — German Local Counsel
Wendt Falkenberg Rechtsanwälte PartG mbB (Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany), acting through Dr. Lukas Wendt (Rechtsanwalt) and Julia Falkenberg (Rechtsanwältin), serves as German local counsel to the Borrower and the Company in connection with the Credit Agreement, the German Security Documents, and the transactions contemplated thereby.
Blackthorn & Sundial Software (Frankfurt office: Bockenheimer Landstraße 24, 60323 Frankfurt am Main, Germany), acting through Maximilian Roth (Rechtsanwalt), serves as German counsel to the Administrative Agent, the Collateral Agent, and the Lenders in connection with the foregoing matters.
Recital F — Authorization Requirement
The entry by the Company into the Credit Agreement as Co-Borrower, the execution and delivery of the German Security Documents, the granting of security interests over the Company's assets, and the performance of the Company's obligations thereunder require authorization by the sole quotaholder pursuant to Section 46 No. 5 and No. 7 of the GmbHG (relating to, inter alia, the appointment and supervision of the Managing Directors and extraordinary transactions) and the Company's articles of association (Gesellschaftsvertrag). These resolutions are adopted by written consent in lieu of a shareholders' meeting (Gesellschafterversammlung), in accordance with Section 48(2) GmbHG, which permits the adoption of resolutions by way of written consent of all quotaholders without a formal meeting. As IHDC is the sole quotaholder of the Company, the requirement of unanimity under Section 48(2) GmbHG is satisfied by IHDC's sole written consent set forth herein.
RESOLUTIONS
NOW, THEREFORE, the undersigned sole quotaholder of the Company hereby adopts the following resolutions, effective as of May 15, 2024:
RESOLUTION 1 — APPROVAL OF ENTRY INTO THE CREDIT AGREEMENT AS CO-BORROWER
RESOLVED, that the sole quotaholder of the Company hereby approves and authorizes Ironhaven Frankfurt GmbH to enter into the Credit Agreement, dated as of May 15, 2024, as Co-Borrower with respect to the EUR Sub-Tranche in the aggregate principal amount of Two Hundred Fifty-Three Million Five Hundred Seventy-One Thousand Four Hundred Twenty-Nine Euros (€253,571,429) (equivalent to approximately Two Hundred Seventy-Five Million United States Dollars ($275,000,000) at an assumed EUR/USD exchange rate of 1.0846), together with all schedules, exhibits, annexes, and ancillary documentation thereto, substantially in the form presented to and reviewed by the sole quotaholder prior to the date hereof.
FURTHER RESOLVED, that the authorization granted herein extends to any amendments, supplements, restatements, amendments and restatements, or other modifications of the Credit Agreement that may be agreed from time to time in the ordinary course of business by the Managing Directors, provided that such amendments, supplements, restatements, or modifications do not increase the aggregate principal amount of the EUR Sub-Tranche by more than 10% of the original principal amount or extend the Maturity Date beyond June 3, 2032, without further quotaholder approval.
FURTHER RESOLVED, that the sole quotaholder acknowledges that the Credit Agreement is governed by the laws of the State of New York, United States of America, and that the Company, by entering into the Credit Agreement, submits to the non-exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan and the United States District Court for the Southern District of New York for the purpose of any proceedings arising out of or in connection with the Credit Agreement, and agrees to the appointment of a process agent in New York as may be required thereunder.
FURTHER RESOLVED, that the Company is hereby authorized to receive and apply the EUR Sub-Tranche proceeds through the Frankfurt campus construction escrow account (the "Escrow Account") to be maintained with NordBrücke AG (acting as Frankfurt Escrow Bank), subject to the controlled disbursement procedures set forth in the Escrow Agreement to be entered into among the Company, Crescent Harbor Bank, N.A. (as Administrative Agent), and NordBrücke AG (as Frankfurt Escrow Bank).
FURTHER RESOLVED, that the Company is hereby authorized to comply with all financial covenants, reporting requirements, information undertakings, and mandatory prepayment obligations under the Credit Agreement, including without limitation:
(a) the Maximum Net Leverage Ratio of 6.00:1.00 (declining to 5.50:1.00 from and after the second anniversary of the Closing Date);
(b) the Minimum Interest Coverage Ratio of 2.00:1.00;
(c) the Excess Cash Flow mandatory prepayment sweep at rates of 75% (when the Net Leverage Ratio exceeds 4.50:1.00), 50% (when the Net Leverage Ratio exceeds 3.50:1.00 but does not exceed 4.50:1.00), and 25% (when the Net Leverage Ratio does not exceed 3.50:1.00), in each case as further defined and specified in the Credit Agreement;
(d) delivery of quarterly and annual financial statements, compliance certificates, and other reports as required under the Credit Agreement; and
(e) maintenance of insurance, environmental compliance, and other operational covenants as set forth therein.
RESOLUTION 2 — APPROVAL OF ENTRY INTO THE GERMAN SECURITY DOCUMENTS
RESOLVED, that the sole quotaholder of the Company hereby approves and authorizes Ironhaven Frankfurt GmbH to enter into each of the German Security Documents identified in Recital C above, including specifically the following:
(a) The Parallel Debt and Security Trust Agreement (*Sicherheitentreuhandvertrag*) with Pinnacle Trust Company, N.A. (acting through its London branch) as Security Trustee, creating a parallel debt claim of the Company in favor of the Security Trustee in an amount equal to the Company's obligations under the Credit Agreement, substantially in the form reviewed by the sole quotaholder;
(b) The Land Charge Agreement (*Grundschuldbestellungsurkunde*) — establishing a notarized Grundschuld (non-accessory land charge) over the Frankfurt campus parcel registered in the Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, comprising approximately 18.7 hectares, in a principal amount to be determined in accordance with the terms of the Credit Agreement and the Security Purpose Agreement, including the submission to immediate enforceability (sofortige Zwangsvollstreckungsunterwerfung) pursuant to Section 800 ZPO, and including any ancillary costs, interest, and one-time payments (Nebenleistungen) as specified in the notarial deed;
(c) The Global Assignment of Receivables (*Globalzession*) — assigning by way of security all present and future receivables of the Company to the Security Trustee, including receivables arising under lease agreements (including, without limitation, the anticipated definitive lease with Euronova Digital GmbH), service agreements, insurance policies, intercompany arrangements, and all other contractual and trade receivables;
(d) The Account Pledge Agreement (*Kontoverpfändung*) — pledging all bank accounts of the Company maintained with NordBrücke AG (Neue Mainzer Straße 72, 60311 Frankfurt am Main, Germany), including all credit balances, accrued interest, and other entitlements arising thereunder, in favor of the Security Trustee;
(e) The Security Transfer of Movable Assets (*Sicherungsübereignungsvertrag*) — transferring by way of security all movable assets of the Company located at or pertaining to the Frankfurt campus, whether now existing or hereafter acquired, to the Security Trustee, with the Company retaining possession as borrower and indirect possessor (mittelbare Besitzerin) for the Security Trustee; and
(f) The Security Purpose Agreement (*Sicherungszweckerklärung*) — establishing the overarching security purpose for all German Security Documents, defining the secured obligations, and governing the relationship among the parallel debt, the underlying claims, and the individual security interests.
FURTHER RESOLVED, that the Managing Directors of the Company are hereby authorized to execute, acknowledge before a German notary public (Notar) where required by law or by the terms of the relevant German Security Document (in particular for the Grundschuldbestellungsurkunde and any related notarial deeds, including deeds of submission to immediate enforceability), and deliver each of the foregoing German Security Documents, together with all schedules, exhibits, and annexes thereto.
FURTHER RESOLVED, that the Managing Directors are hereby authorized to cause the registration of the Grundschuld with the Grundbuchamt Frankfurt am Main, and to take all steps necessary to procure such registration, including without limitation the filing of applications for registration, the provision of notarial certifications, and the payment of any registration fees, notarial fees, or stamp duties associated therewith.
RESOLUTION 3 — CONSENT TO SHARE PLEDGE
RESOLVED, that the sole quotaholder hereby acknowledges and consents, from the perspective of Ironhaven Frankfurt GmbH as the company whose shares (Geschäftsanteile) are being pledged, to the execution and delivery by IHDC of the German Share Pledge Agreement (Anteilsverpfändungsvertrag) pledging 100% of the shares in Ironhaven Frankfurt GmbH (registered with the Amtsgericht Frankfurt am Main under HRB 129457) in favor of Pinnacle Trust Company, N.A. as Security Trustee. Such consent is granted without condition or reservation, and the Company acknowledges that the Share Pledge Agreement constitutes a material condition precedent to the availability of the EUR Sub-Tranche under the Credit Agreement.
FURTHER RESOLVED, that the Company shall cooperate fully with IHDC and the Security Trustee as necessary and appropriate to perfect and maintain such pledge, including without limitation:
(a) participation in any notarization (notarielle Beurkundung) of the Share Pledge Agreement before a German notary public;
(b) delivery of the Company's current and up-to-date list of quotaholders (Gesellschafterliste) to the notary and for filing with the commercial register (Handelsregister);
(c) execution of any acknowledgment, consent, or waiver that may be required on the part of the Company under the terms of the Share Pledge Agreement; and
(d) provision of information regarding the Company, its business, and its assets as may be reasonably required by the Security Trustee in connection with the perfection, maintenance, or enforcement of the share pledge.
FURTHER RESOLVED, that to the extent any provision of the Company's articles of association (Gesellschaftsvertrag), including without limitation any provision requiring prior quotaholder consent to the pledge, transfer, or encumbrance of shares in the Company, might otherwise limit, restrict, or prohibit the pledging of the Company's shares in connection with the transactions contemplated hereby, such restriction is hereby waived in full with respect to the Share Pledge Agreement and the transactions contemplated thereby, and such waiver shall remain in full force and effect for so long as any obligations under the Credit Agreement remain outstanding.
RESOLUTION 4 — AUTHORIZATION OF MANAGING DIRECTORS
RESOLVED, that the sole quotaholder hereby authorizes and directs the Managing Directors of Ironhaven Frankfurt GmbH, acting jointly or individually as permitted under the Company's articles of association (Gesellschaftsvertrag), namely:
•  Marcus Delaine — Chief Executive Officer of IHDC, serving as Managing Director (Geschäftsführer) of the Company; and
•  Katarina Bremer — local Managing Director (Geschäftsführerin) of the Company,
to negotiate, execute, and deliver, in the name of and on behalf of Ironhaven Frankfurt GmbH, each of the following documents, instruments, and agreements:
(a) The Credit Agreement (and any joinder, accession, or assumption documentation thereto), including any borrower accession letter or co-borrower joinder agreement;
(b) Each of the German Security Documents listed and described in Resolution 2 above;
(c) Any notarial deeds (notarielle Urkunden) required in connection with the Grundschuld, the submission to immediate enforceability, and the Share Pledge Agreement (to the extent the Company's participation is required), including the appearance before a German notary public and the making of declarations on behalf of the Company;
(d) The Escrow Agreement with Crescent Harbor Bank, N.A. (as Administrative Agent) and NordBrücke AG (as Frankfurt Escrow Bank) for the controlled disbursement of the EUR Sub-Tranche proceeds in the amount of €253,571,429 for the construction and development of the Frankfurt campus;
(e) Any certificates, notices, borrowing requests, compliance certificates, officer's certificates, solvency certificates, or other ancillary documents required under or in connection with the Credit Agreement or the German Security Documents;
(f) IRS Form W-8BEN-E or such other tax forms, withholding certificates, or tax documentation as may be required under the Credit Agreement or applicable law in connection with payments made to or by the Company;
(g) Any filings with the German Transparency Register (*Transparenzregister*) as required under the German Anti-Money Laundering Act (Geldwäschegesetz — GwG), including the reporting of beneficial ownership information in respect of the Company;
(h) Any amendments, supplements, waivers, consents, or modifications to any of the foregoing documents as the Managing Directors may deem necessary, appropriate, or advisable in their reasonable business judgment (pflichtgemäßes Ermessen) in order to give effect to the transactions contemplated by these resolutions.
FURTHER RESOLVED, that each Managing Director is hereby individually authorized to act on behalf of the Company in connection with any of the matters described in this Resolution 4, notwithstanding any joint representation requirement (Gesamtvertretungsbefugnis) that may otherwise apply under the Company's articles of association, and the sole quotaholder hereby exempts the Managing Directors from the restrictions on self-dealing under Section 181 of the German Civil Code (Bürgerliches Gesetzbuch — BGB) to the extent necessary to carry out the transactions contemplated by these resolutions.
RESOLUTION 5 — SANCTIONS AND REGULATORY COMPLIANCE AUTHORIZATION
RESOLVED, that the sole quotaholder authorizes and directs Ironhaven Frankfurt GmbH and its Managing Directors to:
(a) Comply fully and at all times with all applicable sanctions laws and regulations, including without limitation those administered by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC"), the European Union sanctions regime (including Council Regulation (EU) No 269/2014 concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine, and Council Regulation (EC) No 2580/2001 and related regulations), and the requirements of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht — "BaFin") and the German Anti-Money Laundering Act (Geldwäschegesetz — GwG), in each case as applicable to the Company in connection with the Credit Agreement and the German Security Documents;
(b) Deliver all know-your-customer ("KYC") documentation, beneficial ownership certifications (including any Beneficial Ownership Certification required under 31 C.F.R. § 1010.230), and sanctions screening results as may be required by the Administrative Agent, the Collateral Agent, the Security Trustee, or any Lender in connection with the Credit Agreement, the German Security Documents, or applicable law;
(c) File, or cause to be filed, beneficial ownership information with the German Transparency Register (Transparenzregister) in accordance with the requirements of the GwG, and to maintain such filings in current and accurate form for so long as any obligations under the Credit Agreement remain outstanding; and
(d) Make and confirm, on behalf of the Company, the representations and warranties regarding sanctions compliance, anti-money laundering, and anti-bribery/anti-corruption matters contained in the Credit Agreement, including without limitation representations that (i) the Company is not a Sanctioned Person (as defined in the Credit Agreement), (ii) no proceeds of the EUR Sub-Tranche will be used, directly or indirectly, in violation of any sanctions laws or regulations, and (iii) the Company has implemented and maintains policies and procedures reasonably designed to promote and achieve compliance with applicable anti-money laundering laws and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act 2010.
RESOLUTION 6 — RATIFICATION OF PRIOR ACTIONS
RESOLVED, that all actions heretofore taken by the Managing Directors, authorized officers, employees, or agents of Ironhaven Frankfurt GmbH in connection with the negotiation, preparation, structuring, and documentation of the Credit Agreement and the German Security Documents, and all transactions contemplated thereby, including without limitation:
(a) the engagement of Wendt Falkenberg Rechtsanwälte PartG mbB (Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany) as German local counsel to the Borrower and the Company;
(b) the provision of information, documents, and certifications to counsel, the Administrative Agent, the Collateral Agent, and the Lenders;
(c) preliminary discussions with NordBrücke AG regarding the escrow arrangements and account structures;
(d) discussions with the notary regarding the form and timing of the Grundschuld and other notarial deeds; and
(e) all other preparatory actions taken in furtherance of the transactions contemplated hereby,
are hereby ratified, confirmed, and approved in all respects as the valid and authorized acts of the Company, with the same force and effect as if such actions had been specifically authorized in advance by the sole quotaholder.
RESOLUTION 7 — POWER OF ATTORNEY (*VOLLMACHT*)
RESOLVED, that the sole quotaholder hereby authorizes the Managing Directors of the Company to grant a power of attorney (Vollmacht) on behalf of the Company to:
Dr. Lukas Wendt (Rechtsanwalt) and/or Julia Falkenberg (Rechtsanwältin)
of Wendt Falkenberg Rechtsanwälte PartG mbB, Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany,
with the following scope: to appear before a German notary public (Notar) and to execute on behalf of Ironhaven Frankfurt GmbH such notarial deeds (notarielle Urkunden) as may be required for (i) the Grundschuld (including the submission to immediate enforceability pursuant to Section 800 ZPO), (ii) the Share Pledge Agreement (to the extent the Company's participation, consent, or acknowledgment is required), and (iii) any related land registry (Grundbuch) filings, applications, or declarations, in each case in the form and substance previously approved by the Managing Directors.
FURTHER RESOLVED, that such power of attorney may be issued in notarized form (notarielle Vollmacht) as required by applicable law or by the relevant notary public, and the Managing Directors are hereby authorized to appear before a notary for the purpose of granting such notarized power of attorney. The power of attorney shall remain in effect until the earlier of (x) the completion of all notarial acts and land registry filings contemplated thereby and (y) revocation by the Managing Directors in writing.
RESOLUTION 8 — GENERAL AUTHORIZATION
RESOLVED, that the sole quotaholder hereby authorizes the Managing Directors of the Company to take any and all further actions, and to execute and deliver any and all additional documents, instruments, certificates, agreements, and filings, in the name of and on behalf of Ironhaven Frankfurt GmbH, as they may deem necessary, appropriate, or advisable in their reasonable business judgment to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated thereby.
FURTHER RESOLVED, that, without limiting the generality of the foregoing, such authorization includes:
(a) the opening or maintenance of bank accounts (including the Escrow Account) with NordBrücke AG or any other financial institution as may be required in connection with the Credit Agreement;
(b) the execution of deposit account control agreements, account pledge agreements, or similar arrangements with NordBrücke AG or any other account bank;
(c) compliance with all post-closing obligations under the Credit Agreement, including without limitation the delivery of post-closing certificates, the perfection of security interests within the time periods specified in the Credit Agreement, and the completion of any post-closing corporate, regulatory, or land registry filings;
(d) the engagement of additional advisors, consultants, or service providers as may be necessary in connection with the foregoing; and
(e) such other actions as may be incidental or reasonably related to the foregoing.
SIGNATURE
IN WITNESS WHEREOF, the undersigned sole quotaholder has executed these Written Shareholder Resolutions as of the date first set forth above, being May 15, 2024.
IRONHAVEN DATA CENTERS LLC a Delaware limited liability company, as sole quotaholder (Alleingesellschafterin) of Ironhaven Frankfurt GmbH
By: ________
Name: Jonathan Pryce-Williams
Title: General Counsel & Secretary
Date: May 15, 2024
ACKNOWLEDGMENT AND ACCEPTANCE BY MANAGING DIRECTORS
The undersigned Managing Directors (Geschäftsführer) of Ironhaven Frankfurt GmbH hereby acknowledge receipt of the foregoing Written Shareholder Resolutions adopted by the sole quotaholder on May 15, 2024, and confirm their acceptance of the authorizations and directions set forth therein. Each undersigned Managing Director confirms that he or she will act in accordance with such resolutions and will use his or her best efforts to carry out the intent and purposes thereof.
By: ________
Name: Marcus Delaine
Title: Managing Director (Geschäftsführer)
Date: May 15, 2024
By: ________
Name: Katarina Bremer
Title: Managing Director (Geschäftsführerin)
Date: May 15, 2024
EXHIBIT A
LIST OF TRANSACTION DOCUMENTS
The following is a complete list of all documents authorized by the foregoing Written Shareholder Resolutions:
1.  Credit Agreement (Senior Secured Term Loan B), dated as of May 15, 2024, among Ironhaven Data Centers LLC (as Borrower), Ironhaven Frankfurt GmbH (as Co-Borrower), Ironhaven Holdings Inc. (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders from time to time party thereto. CUSIP: 46283LAA5.
2.  Parallel Debt and Security Trust Agreement (*Sicherheitentreuhandvertrag*), between Ironhaven Frankfurt GmbH and Pinnacle Trust Company, N.A. (acting through its London branch) as Security Trustee.
3.  Land Charge Agreement (*Grundschuldbestellungsurkunde*), creating a Grundschuld over the Frankfurt campus parcel — Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789 (approximately 18.7 hectares) — in favor of Pinnacle Trust Company, N.A. as Security Trustee.
4.  Global Assignment of Receivables (*Globalzession*), between Ironhaven Frankfurt GmbH (as Assignor) and Pinnacle Trust Company, N.A. (acting through its London branch) as Security Trustee (as Assignee).
5.  Account Pledge Agreement (*Kontoverpfändung*), pledging all bank accounts of Ironhaven Frankfurt GmbH maintained with NordBrücke AG in favor of Pinnacle Trust Company, N.A. as Security Trustee.
6.  Security Transfer of Movable Assets (*Sicherungsübereignungsvertrag*), between Ironhaven Frankfurt GmbH and Pinnacle Trust Company, N.A. (acting through its London branch) as Security Trustee.
7.  Security Purpose Agreement (*Sicherungszweckerklärung*), between Ironhaven Frankfurt GmbH and Pinnacle Trust Company, N.A. (acting through its London branch) as Security Trustee.
8.  German Share Pledge Agreement (*Anteilsverpfändungsvertrag*), between Ironhaven Data Centers LLC (as Pledgor) and Pinnacle Trust Company, N.A. (as Security Trustee), pledging 100% of the shares in Ironhaven Frankfurt GmbH — consent from the Company's perspective provided pursuant to Resolution 3 hereof.
9.  Escrow Agreement (Frankfurt Campus Construction), among Ironhaven Frankfurt GmbH, Crescent Harbor Bank, N.A. (as Administrative Agent), and NordBrücke AG (as Frankfurt Escrow Bank), governing the controlled disbursement of EUR Sub-Tranche proceeds in the amount of €253,571,429 for the construction and development of the Frankfurt campus.
10.  All ancillary certificates, notices, borrowing requests, compliance certificates, officer's certificates, solvency certificates, KYC documentation, tax forms (including IRS Form W-8BEN-E), Transparency Register filings, and other documents, instruments, and filings contemplated by or required under any of the foregoing.
EXHIBIT B
INCUMBENCY CERTIFICATE
Ironhaven Frankfurt GmbH Gesellschaft mit beschränkter Haftung Amtsgericht Frankfurt am Main — HRB 129457
The undersigned, Jonathan Pryce-Williams, General Counsel & Secretary of Ironhaven Data Centers LLC, a Delaware limited liability company and the sole quotaholder (Alleingesellschafterin) of Ironhaven Frankfurt GmbH (the "Company"), hereby certifies, as of May 15, 2024, as follows:
1.  The following persons are the duly appointed and currently serving Managing Directors (Geschäftsführer) of the Company, each having been appointed in accordance with the Company's articles of association (Gesellschaftsvertrag) and applicable law, and each holding office as of the date hereof:
2.  The appointments of the Managing Directors named above are reflected in the extract from the commercial register (Handelsregisterauszug) of the Amtsgericht Frankfurt am Main under registration number HRB 129457, a certified copy of which has been obtained as of a recent date and is available for inspection.
3.  Each of the above-named Managing Directors is authorized to represent the Company in connection with the transactions described in the Written Shareholder Resolutions to which this Exhibit B is attached, in accordance with the authorizations granted in such resolutions and the Company's articles of association.
4.  This Incumbency Certificate is issued for the benefit of Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Collateral Agent and Security Trustee), and the Lenders under the Credit Agreement, and may be relied upon by each of them and their respective counsel.
Certified by:
________________________________________
Name: Jonathan Pryce-Williams
Title: General Counsel & Secretary
Ironhaven Data Centers LLC (as sole quotaholder of Ironhaven Frankfurt GmbH)
Date: May 15, 2024
This Incumbency Certificate is delivered in connection with the Written Shareholder Resolutions of Ironhaven Frankfurt GmbH dated May 15, 2024, and should be read in conjunction therewith.
Name | Title | Specimen Signature
Marcus Delaine | Managing Director (Geschäftsführer) | ________
Katarina Bremer | Managing Director (Geschäftsführerin) | ________

WRITTEN SHAREHOLDER RESOLUTIONS OF IRONHAVEN FRANKFURT GMBH

PREAMBLE AND RECITALS

RESOLUTIONS

SIGNATURE

ACKNOWLEDGMENT AND ACCEPTANCE BY MANAGING DIRECTORS

EXHIBIT A

LIST OF TRANSACTION DOCUMENTS

EXHIBIT B

INCUMBENCY CERTIFICATE

Record

Parties

Dates

Amounts