1043-00001 · Ironhaven Holdings · Sanctions & KYC

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Contract analysis Extract to table

CALDERWOOD & HARKNESS LLP Attorneys at Law

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

June 3, 2024

Matter Number: 1043-00001 Billing Code: IHDC-TLB-2024

VIA EMAIL AND OVERNIGHT COURIER

Crescent Harbor Bank, N.A. as Administrative Agent

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

1200 Harbor Point Drive Charlotte, NC 28202

Copies to:

Pinnacle Trust Company, N.A. as Collateral Agent

Attention: William Hargrove, Senior Vice President, Corporate Trust

101 Constitution Avenue NW Washington, D.C. 20001

Blackthorn & Sundial Software (Agent's Counsel)

Attention: Catherine Ellsworth, Lead Partner, Finance

51 West 52nd Street New York, NY 10019

Blackthorn & Sundial Software (Frankfurt Office — Agent's German Counsel)

Attention: Maximilian Roth, Partner

Bockenheimer Landstraße 24 60323 Frankfurt am Main, Germany

Ironhaven Data Centers LLC

Attention: Jonathan Pryce-Williams, General Counsel & Secretary

4500 Dominion Ridge Boulevard, Suite 300 Ashburn, VA 20147

Re: Transparenzregister Filing Confirmation — Ironhaven Frankfurt GmbH

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

Aggregate Term Loan Facility: $950,000,000

CUSIP: 46283LAA5

Crescent Harbor Deal Reference: CHB-LF-2024-0287

Dear Mr. Beckett:

We are counsel to Ironhaven Data Centers LLC and Ironhaven Frankfurt GmbH (collectively, "IHDC") in connection with the Credit Agreement referenced above. This memorandum is submitted to the Administrative Agent, the Collateral Agent, and each of the Lenders for purposes of confirming the completion and accuracy of the beneficial ownership filing made with the German Transparenzregister in respect of the Co-Borrower, Ironhaven Frankfurt GmbH, as more fully described herein.

Capitalized terms used but not otherwise defined in this memorandum shall have the meanings ascribed to them in the Credit Agreement.

1. Purpose and Background

This memorandum is delivered pursuant to and in satisfaction of the conditions precedent set forth in Section 4.01(a)(xxiii) of the Credit Agreement, which requires, as a condition to the initial funding of the Term Loans on the Closing Date, the delivery to the Administrative Agent of written confirmation that the Co-Borrower has complied with its beneficial ownership filing obligations under the German Anti-Money Laundering Act (Gesetz über das Aufspüren von Gewinnen aus schweren Straftaten, commonly known as the Geldwäschegesetz, or "GwG"), including, without limitation, the obligation to file and maintain current beneficial ownership information with the German Transparenzregister (the "Transparency Register") maintained by the Ridgeway & Co. on behalf of the Federal Republic of Germany.

As set forth in the Credit Agreement, the Co-Borrower, Ironhaven Frankfurt GmbH, participates in the Term Loan facility as the borrowing entity under the EUR Sub-Tranche, with an aggregate principal amount of €253,571,429 (equivalent to approximately $275,000,000 at the EUR/USD spot rate of 1.0846 as of the date of pricing on May 10, 2024). The EUR Sub-Tranche was established to finance, in part, the construction and equipping of the Frankfurt II hyperscale data center campus located at the Fechenheim industrial site in Frankfurt am Main, Germany, and the related acquisition of long-term leasehold interests in the Frankfurt I facility.

Ironhaven Frankfurt GmbH is organized as a Gesellschaft mit beschränkter Haftung (limited liability company) under the laws of the Federal Republic of Germany and is registered with the commercial register (Handelsregister) maintained at the Amtsgericht Frankfurt am Main under registration number HRB 129457. The registered office (Sitz) of the Co-Borrower is located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany. The Co-Borrower's German Tax Identification Number (Steuernummer) is 045/127/98321, and its Value Added Tax Identification Number (Umsatzsteuer-Identifikationsnummer, or USt-IdNr.) is DE347891205.

Under the GwG, as most recently amended by the Transparenzregister- und Finanzinformationsgesetz (TraFinG) effective August 1, 2021, all German legal entities organized as Gesellschaften mit beschränkter Haftung, Aktiengesellschaften, registered partnerships, and other entities enumerated in § 20(1) GwG are required to obtain, maintain, and file current information regarding their beneficial owners (wirtschaftlich Berechtigte) with the Transparency Register. The filing obligation applies regardless of whether the beneficial ownership information may be discernible from other public registers (such as the Handelsregister), following the transition from a "catch-all" register to a full register (Vollregister) model under the TraFinG amendments. Non-compliance with the filing obligation may result in administrative fines (Bußgelder) of up to €150,000 for ordinary violations and up to €1,000,000 (or, in the case of serious, repeated, or systematic violations, up to €5,000,000 or 10% of annual group turnover) under § 56 GwG.

This memorandum sets forth a summary of the Transparency Register filing made in respect of Ironhaven Frankfurt GmbH, describes the relevant legal requirements under the GwG, and confirms that the filing was current and complete as of the Closing Date.

2. Filing Summary

2.1 Date of Filing

The Transparency Register filing for Ironhaven Frankfurt GmbH was initially made on April 22, 2024, in connection with the formation and registration of the Co-Borrower. The filing was subsequently updated on May 28, 2024, to reflect the final beneficial ownership chain as confirmed following the completion of the fund-level restructuring of Thornfield Infrastructure Fund III, LP (as described in greater detail in the AML/KYC Due Diligence Summary Chart delivered to the Administrative Agent on May 30, 2024). The updated filing was confirmed as successfully received and processed by the Transparency Register on May 29, 2024, at 14:37 CET.

The filing has been verified as current, accurate, and complete as of June 3, 2024, the Closing Date under the Credit Agreement. No amendments to the filed information have been required between the date of the most recent update (May 28, 2024) and the date of this memorandum.

2.2 Entity Filed

The filing was made in respect of the following entity:

2.3 Beneficial Ownership Information Filed

The Transparency Register filing identifies the beneficial owners (wirtschaftlich Berechtigte) of Ironhaven Frankfurt GmbH in accordance with the requirements of §§ 3, 19, and 20 GwG, as follows:

2.3.1 Direct Ownership Chain. The following sets forth the complete chain of legal ownership from Ironhaven Frankfurt GmbH to the ultimate controlling natural person(s):

Level 1 — Direct Shareholder (*Gesellschafter*) of Ironhaven Frankfurt GmbH:

Ironhaven Frankfurt GmbH is wholly owned (100% of Geschäftsanteile, representing 100% of the share capital and voting rights) by Ironhaven Data Centers LLC, a limited liability company organized under the laws of the State of Delaware, United States of America (Employer Identification Number: 84-3291057), with its principal office at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, VA 20147, United States.

Level 2 — Sole Member of Ironhaven Data Centers LLC:

Ironhaven Data Centers LLC is wholly owned (100% of membership interests, representing 100% of the voting and economic interests) by Ironhaven Holdings Inc., a corporation organized under the laws of the State of Delaware, United States of America (Employer Identification Number: 84-3291044), with its principal office at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, VA 20147, United States.

Level 3 — Controlling Shareholder of Ironhaven Holdings Inc.:

Ironhaven Holdings Inc. is a portfolio holding company controlled by Thornfield Capital Partners, LP, a limited partnership organized under the laws of the State of Delaware, with its principal office at 800 Park Avenue, 22nd Floor, New York, NY 10021, United States. Thornfield Capital Partners, LP holds its interest in Ironhaven Holdings Inc. through its investment vehicle Thornfield Infrastructure Fund III, LP, a Delaware limited partnership, which owns 100% of the issued and outstanding common stock of Ironhaven Holdings Inc.

Level 4 — General Partner of Thornfield Capital Partners, LP:

The general partner of Thornfield Capital Partners, LP is Thornfield Capital Management LLC, a limited liability company organized under the laws of the State of Delaware. Thornfield Capital Management LLC exercises sole management and control over the investment and disposition activities of Thornfield Capital Partners, LP and each of its parallel and subsidiary fund vehicles, including Thornfield Infrastructure Fund III, LP.

2.3.2 Identified Beneficial Owners (Natural Persons). In accordance with § 3(1) and (2) GwG, which defines a beneficial owner (wirtschaftlich Berechtigter) as any natural person who ultimately owns or controls the relevant legal entity — including through direct or indirect ownership of more than 25% of capital shares or voting rights, or through the exercise of control by comparable means — the following natural person has been identified and filed as the beneficial owner of Ironhaven Frankfurt GmbH:

No additional natural persons have been identified as beneficial owners of Ironhaven Frankfurt GmbH under the GwG's 25% direct ownership threshold or control criteria as of the date hereof. The analysis has taken into account the limited partner interests held in Thornfield Infrastructure Fund III, LP and has determined that no single limited partner holds an interest exceeding 25% of the capital of the fund or otherwise exercises control over the fund's management or investment decisions, and accordingly no limited partner constitutes a wirtschaftlich Berechtigter for purposes of the Transparency Register filing.

2.3.3 Managing Directors (*Geschäftsführer*) Filed. In addition to the beneficial ownership information described above, the Transparency Register filing reflects the following individuals as the registered managing directors (Geschäftsführer) of Ironhaven Frankfurt GmbH, as recorded in the Handelsregister:

Both managing directors are registered in the Handelsregister at the Amtsgericht Frankfurt am Main under HRB 129457 and are authorized to represent Ironhaven Frankfurt GmbH in accordance with the articles of association (Gesellschaftsvertrag) and the applicable resolutions of the shareholders' meeting (Gesellschafterversammlung).

2.4 Filing Method and Confirmation Reference

The Transparency Register filing was made electronically via the official online portal of the Transparenzregister maintained at [www.transparenzregister.de](http://www.transparenzregister.de). The filing was submitted using the authorized account credentials of Ironhaven Frankfurt GmbH, with the filing process coordinated and executed by Wendt Falkenberg Rechtsanwälte PartG mbB (Dr. Lukas Wendt and Julia Falkenberg), Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany, acting in their capacity as local German counsel to the Borrower and the Co-Borrower.

Confirmation of successful receipt and processing of the filing was received electronically from the Transparency Register on May 29, 2024. The filing confirmation reference number is:

TR-2024-FRA-00283741

A copy of the electronic filing confirmation (Eingangsbestätigung) is attached hereto as Attachment A. A full extract from the Transparency Register (Auszug aus dem Transparenzregister) reflecting the filed beneficial ownership information as of June 3, 2024 is attached hereto as Attachment B.

3. Legal Basis and GwG Compliance

3.1 Applicable Legal Framework

The filing described in this memorandum has been made pursuant to the requirements of the Geldwäschegesetz (GwG), which serves as the principal German statute implementing the European Union's anti-money laundering framework into domestic law. The following provisions of the GwG are of particular relevance to the Co-Borrower's Transparency Register filing obligation:

(a) § 19 GwG — Filing Obligation. Section 19(1) GwG imposes an obligation on all legal entities organized under German law (including Gesellschaften mit beschränkter Haftung) to obtain and maintain information regarding their beneficial owners and to file such information with the Transparency Register without undue delay (unverzüglich) upon formation of the entity, and to update the filing promptly in the event of any change. Since the entry into force of the Transparenzregister- und Finanzinformationsgesetz (TraFinG) on August 1, 2021, the Transparency Register operates as a full register (Vollregister), meaning that all German entities are required to make affirmative filings regardless of whether beneficial ownership information may be discernible from other public registers such as the Handelsregister or the Partnerschaftsregister.

(b) § 20 GwG — Content Requirements. Section 20(1) GwG specifies the information that must be filed with the Transparency Register in respect of each beneficial owner, including: (i) the beneficial owner's first and last name; (ii) date of birth; (iii) place of residence; (iv) the nature and extent of the beneficial interest held; and (v) all nationalities held by the beneficial owner. The legal entity is required to ensure that the filed information is accurate and current at all times.

(c) § 3 GwG — Definition of Beneficial Owner. Section 3(1) GwG defines a beneficial owner (wirtschaftlich Berechtigter) as any natural person who ultimately owns or controls the relevant contracting party or the natural person on whose behalf or at whose direction a transaction or business relationship is being conducted. Section 3(2) GwG further specifies that, in the case of legal persons and registered partnerships, a beneficial owner is any natural person who directly or indirectly (i) holds more than 25% of the capital shares or voting rights of the entity, or (ii) exercises control over the entity by comparable means, including through the power to appoint or remove the majority of the members of the management or supervisory body of the entity, or through the exercise of a dominant influence by contractual arrangements.

(d) § 56 GwG — Sanctions. Non-compliance with the filing obligations under §§ 19 and 20 GwG may result in administrative fines (Bußgelder) imposed by the Bundesverwaltungsamt (Federal Office of Administration), as the competent supervisory authority. Ordinary violations may be subject to fines of up to €150,000, while serious, repeated, or systematic violations may result in fines of up to €1,000,000 (or, in the case of entities subject to the EU Capital Requirements Regulation, up to €5,000,000 or 10% of annual group turnover, whichever is higher).

3.2 EU Anti-Money Laundering Directive Compliance

The GwG transposes into German law the requirements of the Fourth EU Anti-Money Laundering Directive (Directive (EU) 2015/849, as amended by the Fifth EU Anti-Money Laundering Directive, Directive (EU) 2018/843). The Transparency Register filing for Ironhaven Frankfurt GmbH satisfies the requirements of these directives as implemented through the GwG, including the requirement that member states establish central registers containing beneficial ownership information for corporate and other legal entities formed within their territories. We note that the Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), as the German federal financial supervisory authority, exercises oversight over compliance by Verpflichtete (obliged entities) under the GwG, including credit institutions and financial services institutions, and may require such entities to verify the Transparency Register filings of their counterparties as part of their customer due diligence obligations under §§ 10-17 GwG.

3.3 Distinction from Handelsregister Filing

For the avoidance of doubt, the Transparency Register filing described herein is separate from and in addition to the commercial register (Handelsregister) entry maintained at the Amtsgericht Frankfurt am Main under HRB 129457. The Handelsregister records certain corporate information regarding Ironhaven Frankfurt GmbH, including the identity of its managing directors, its registered office, its share capital, and any special provisions relating to its articles of association, but does not serve as a register of beneficial ownership information for purposes of the GwG. The two registers serve distinct purposes under German law: the Handelsregister is a general corporate register intended to provide transparency as to the legal structure and representation of commercial entities, while the Transparency Register is a specialized anti-money laundering register intended to identify the natural persons who ultimately own or control such entities. Both filings have been made and are current as of the date hereof.

4. Relevance to the Credit Agreement

4.1 Condition Precedent

The delivery of this memorandum, together with the attachments referenced herein, is intended to satisfy the condition precedent to funding set forth in Section 4.01(a)(xxiii) of the Credit Agreement, which provides that, as a condition to the initial advance of the Term Loans on the Closing Date, the Administrative Agent shall have received satisfactory evidence that the Co-Borrower has complied with all applicable anti-money laundering, beneficial ownership, and know-your-customer requirements in the jurisdictions in which the Co-Borrower is organized, including, without limitation, the GwG Transparency Register filing obligations.

4.2 Relevance to the EUR Sub-Tranche and NordBrücke AG

The Transparency Register filing is of particular significance in the context of this transaction for the following reasons:

(a) Co-Borrower Status. Ironhaven Frankfurt GmbH participates in the Term Loan facility as the Co-Borrower under the EUR Sub-Tranche in the aggregate amount of €253,571,429 (approximately $275,000,000). As a German borrowing entity, the Co-Borrower is subject to German law compliance requirements, including the GwG, and the Transparency Register filing serves as a foundational element of the KYC/AML compliance workstream for the German law aspects of the transaction.

(b) NordBrücke AG. NordBrücke AG, a German Aktiengesellschaft supervised by BaFin, participates as a Lender under the Credit Agreement with a commitment of $150,000,000 allocated entirely to the EUR Sub-Tranche (the Frankfurt sub-tranche). As a BaFin-regulated credit institution, NordBrücke AG is classified as a Verpflichtete (obliged entity) under § 2(1) no. 1 GwG and is subject to enhanced customer due diligence obligations, including the obligation under § 11(5) GwG to verify the beneficial ownership information of its counterparties, which includes reviewing the counterparty's Transparency Register filing. Accordingly, the completion and accuracy of the Co-Borrower's Transparency Register filing is a prerequisite not only under the Credit Agreement but also under the regulatory compliance framework applicable to NordBrücke AG as a German lender. NordBrücke AG's internal compliance department (Dr. Stefan Kleinhans, Chief Compliance Officer) has confirmed in writing to the Administrative Agent that it has reviewed the Transparency Register extract for Ironhaven Frankfurt GmbH and that its internal KYC review has been completed satisfactorily.

(c) Broader Sanctions and KYC Compliance Workstream. The Transparency Register filing forms part of the comprehensive sanctions and KYC compliance workstream undertaken in connection with the closing of the Credit Agreement, which encompasses screening and verification under the following regulatory regimes: (i) the U.S. Office of Foreign Assets Control ("OFAC") sanctions programs; (ii) EU restrictive measures, 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; (iii) the UK Office of Financial Sanctions Implementation ("OFSI") sanctions programs; and (iv) BaFin and GwG screening requirements applicable to the German Lender and the German Co-Borrower. Each of the Loan Parties, their principals, and beneficial owners has been screened against the applicable sanctions lists and no matches have been identified, as confirmed in the AML/KYC Due Diligence Summary Chart delivered to the Administrative Agent on May 30, 2024.

4.3 Cross-References. For completeness, we note the following related compliance deliverables that have been separately provided to the Administrative Agent:

(a) The Beneficial Ownership Certification delivered by Ironhaven Data Centers LLC under the Financial Crimes Enforcement Network ("FinCEN") Customer Due Diligence Rule (31 C.F.R. § 1010.230), filed with the Administrative Agent on May 22, 2024, identifying the beneficial owners of the Borrower under the FinCEN framework. The FinCEN Beneficial Ownership Certification constitutes a separate U.S. regulatory filing and is not duplicative of the German Transparency Register filing described herein.

(b) The AML/KYC Due Diligence Summary Chart maintained by Calderwood & Harkness LLP, which tracks and summarizes the status of all anti-money laundering, beneficial ownership, know-your-customer, and sanctions compliance documentation required in connection with the Credit Agreement for each of the seven Lenders and each of the Loan Parties. The Summary Chart, in its most recent version dated June 1, 2024, reflects the completion of all required compliance deliverables, including the Transparency Register filing confirmed herein.

(c) The German Local Counsel Legal Opinion delivered by Wendt Falkenberg Rechtsanwälte PartG mbB, dated June 3, 2024, which, among other matters, opines on the due formation and valid existence of Ironhaven Frankfurt GmbH, the authority of its managing directors to execute the Credit Agreement and related Loan Documents, and the compliance of the Co-Borrower with its filing obligations under the GwG.

5. Ongoing Obligations

5.1 Statutory Reporting Obligations

Pursuant to § 20(1) GwG, Ironhaven Frankfurt GmbH has an ongoing obligation to report any changes in its beneficial ownership to the Transparency Register without undue delay (unverzüglich). Under established interpretive guidance from the Bundesverwaltungsamt, this obligation requires that updates be filed promptly upon the entity becoming aware of any change in the identity or personal data of its beneficial owners, the nature or extent of the beneficial interest, or any other information included in the filing. In addition, Ironhaven Frankfurt GmbH is obligated, at a minimum, to verify the accuracy and completeness of the filed information on an annual basis and to correct any inaccuracies or update any information that has become stale.

5.2 Change of Control Implications

In the context of the Credit Agreement, a change in beneficial ownership of Ironhaven Frankfurt GmbH — whether arising from a transfer of equity interests at the Geschäftsanteil level or from changes higher in the ownership chain — could trigger both a Transparency Register update obligation under the GwG and a mandatory prepayment obligation under the Credit Agreement. Section 7.01(k) of the Credit Agreement defines a "Change of Control" as any event or series of events by which Thornfield Capital Partners, LP, together with its controlled affiliates, ceases to hold, directly or indirectly, more than 50% of the voting equity interests of Ironhaven Holdings Inc., or ceases to have the power to direct or cause the direction of the management and policies of Ironhaven Holdings Inc. and its subsidiaries.

Upon the occurrence of a Change of Control, the Borrower and the Co-Borrower are obligated under Section 2.05(b)(iv) of the Credit Agreement to offer to prepay the outstanding Term Loans at 101% of the aggregate outstanding principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of prepayment, plus any applicable Prepayment Premium. Any such Change of Control event would simultaneously trigger an obligation on the part of Ironhaven Frankfurt GmbH to update its Transparency Register filing to reflect the new beneficial ownership structure, and failure to do so could expose the Co-Borrower to administrative fines under § 56 GwG and potential adverse consequences under NordBrücke AG's ongoing customer due diligence obligations.

5.3 Recommendation for Ongoing Monitoring

Calderwood & Harkness LLP recommends that IHDC instruct Wendt Falkenberg Rechtsanwälte PartG mbB to monitor and maintain the Transparency Register filing on an ongoing basis as part of the post-closing compliance calendar established for this transaction. Specifically, we recommend that Wendt Falkenberg be instructed to:

(a) conduct an annual verification of the Transparency Register filing on or before each anniversary of the Closing Date, in compliance with the GwG's annual verification requirement;

(b) promptly update the Transparency Register filing upon receipt of notice from IHDC or Thornfield Capital Partners, LP of any change in the beneficial ownership chain, including any change in the identity of the managing directors (Geschäftsführer) of Ironhaven Frankfurt GmbH;

(c) coordinate with IHDC's internal legal department and with Calderwood & Harkness LLP to ensure that any Transparency Register update that may constitute a Change of Control event or a reportable event under the Credit Agreement is flagged promptly for purposes of evaluating the Borrower's obligations under Sections 2.05(b)(iv) and 6.02(f) of the Credit Agreement; and

(d) maintain a complete archive of all Transparency Register filings, confirmations, and extracts for purposes of compliance record-keeping and for potential inspection by BaFin or the Bundesverwaltungsamt.

6. Attachments

The following documents are attached hereto and incorporated herein by reference:

Attachment A: Copy of the Transparency Register electronic filing confirmation (Eingangsbestätigung) dated May 29, 2024 (Reference: TR-2024-FRA-00283741) for Ironhaven Frankfurt GmbH, as issued by the Ridgeway & Co..

Attachment B: Transparency Register extract (Auszug aus dem Transparenzregister) for Ironhaven Frankfurt GmbH, dated June 3, 2024, showing the complete beneficial ownership information as filed, including the identity and details of the identified beneficial owner, David Thornfield, and the nature and extent of the beneficial interest.

Attachment C: Organizational chart depicting the complete ownership chain from the ultimate beneficial owner, David Thornfield, through Thornfield Capital Management LLC (as general partner), Thornfield Capital Partners, LP, Thornfield Infrastructure Fund III, LP, Ironhaven Holdings Inc., and Ironhaven Data Centers LLC, to Ironhaven Frankfurt GmbH, with 100% ownership at each level of the chain.

Attachment D: Confirmation letter from Wendt Falkenberg Rechtsanwälte PartG mbB (Dr. Lukas Wendt), dated June 3, 2024, confirming that (i) the Transparency Register filing was made on behalf of and with the authorization of Ironhaven Frankfurt GmbH, (ii) the information contained in the filing is accurate and complete as of the Closing Date, and (iii) no circumstances exist as of the date thereof that would require an amendment or update to the filed information.

7. Reliance and Disclaimer

This memorandum is delivered solely for purposes of satisfying the conditions precedent set forth in Section 4.01(a)(xxiii) of the Credit Agreement and for the information of the Administrative Agent, the Collateral Agent, and the Lenders. It is not intended for, and may not be relied upon by, any other person or entity, or for any purpose other than as described herein, without the prior written consent of Calderwood & Harkness LLP.

Calderwood & Harkness LLP is qualified to practice law in the State of New York and does not hold itself out as being qualified to practice law in the Federal Republic of Germany or to opine on matters of German law. Accordingly, this memorandum does not constitute, and should not be construed as, a legal opinion of Calderwood & Harkness LLP with respect to any matter of German law, including, without limitation, the sufficiency, accuracy, or legal effect of the Transparency Register filing described herein, the interpretation or application of the GwG or any other German statute or regulation, or the enforceability of any obligation under German law. All matters of German law arising in connection with this transaction, including the sufficiency and legal effect of the Transparency Register filing, are addressed by Wendt Falkenberg Rechtsanwälte PartG mbB, Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany, in its capacity as local German counsel to the Borrower and the Co-Borrower. Reference is made to the German Local Counsel Legal Opinion delivered by Wendt Falkenberg separately on the date hereof, which addresses, among other matters, the Co-Borrower's compliance with its filing obligations under the GwG.

This memorandum is based upon information provided to us by the Borrower, the Co-Borrower, and their officers, directors, and agents, including Wendt Falkenberg Rechtsanwälte PartG mbB, and upon publicly available records of the Transparency Register and the Handelsregister. We have not independently verified the accuracy or completeness of such information, and we assume no responsibility or liability for the accuracy or completeness thereof. This memorandum does not constitute a legal opinion and should not be relied upon as such.

We trust the foregoing is responsive to the requirements of the Credit Agreement. Please do not hesitate to contact the undersigned or Stephanie Okafor at (212) 558-4127 should you have any questions regarding this memorandum or the attachments hereto.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Daniel Obi

Title: Lead Associate, Banking & Finance

Direct Dial: (212) 558-4263

Email: daniel.obi@calderwoodharkness.com

Approved by: ________

Name: Stephanie Okafor

Title: Partner, Banking & Finance

Direct Dial: (212) 558-4127

Email: stephanie.okafor@calderwoodharkness.com

Distribution:

cc: Jonathan Pryce-Williams, General Counsel & Secretary — Ironhaven Data Centers LLC cc: Natasha Greenfeld, Deputy General Counsel — Ironhaven Data Centers LLC cc: Dr. Lukas Wendt — Wendt Falkenberg Rechtsanwälte PartG mbB, Frankfurt am Main cc: Katarina Bremer, Managing Director — Ironhaven Frankfurt GmbH cc: Dr. Stefan Kleinhans, Chief Compliance Officer — NordBrücke AG cc: Maximilian Roth, Partner — Blackthorn & Sundial Software, Frankfurt Office

Enclosures: Attachments A through D (as described in Section 6 above)

Field	Information
Full Legal Name	Ironhaven Frankfurt GmbH
Legal Form	Gesellschaft mit beschränkter Haftung (GmbH)
Registered Office (Sitz)	Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany
Commercial Register	Amtsgericht Frankfurt am Main, HRB 129457
Date of Formation	March 8, 2024
Share Capital (Stammkapital)	€25,000 (fully paid up)
German Tax ID (Steuernummer)	045/127/98321
VAT ID (USt-IdNr.)	DE347891205
LEI	5299003X7TZQY2L4KM88
Field	Information
Name	David Thornfield
Date of Birth	September 14, 1968
Nationality	United States of America
Place of Residence	New York, New York, United States
Nature of Beneficial Interest	Indirect control through position as Founder & Managing Partner of Thornfield Capital Partners, LP and as the controlling principal of Thornfield Capital Management LLC (the general partner of Thornfield Capital Partners, LP), which through Thornfield Infrastructure Fund III, LP controls the entire ownership chain (at each level, 100%) down to Ironhaven Frankfurt GmbH
Extent of Beneficial Interest	Ultimate control (indirect, through multiple intermediate entities); no individual exceeds the 25% direct economic ownership threshold at the fund level, but Mr. Thornfield exercises control by virtue of his role as the sole managing member of the general partner entity, Thornfield Capital Management LLC
Basis for Identification	§ 3(2) sentence 1 no. 1 and no. 2 GwG (control through acting as general partner of a limited partnership with sole authority over investment decisions and exercise of voting rights at each level of the ownership chain)
Managing Director	Role	Authority
Marcus Delaine	Chief Executive Officer of Ironhaven Data Centers LLC; Managing Director (Geschäftsführer) of Ironhaven Frankfurt GmbH	Joint representation with one other managing director (gemeinschaftliche Vertretung)
Katarina Bremer	Local Managing Director (Geschäftsführerin) of Ironhaven Frankfurt GmbH	Joint representation with one other managing director (gemeinschaftliche Vertretung); authorized for sole representation (Einzelvertretung) for transactions with a value not exceeding €500,000

CALDERWOOD & HARKNESS LLP Attorneys at Law
125 Broad Street New York, NY 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
June 3, 2024
Matter Number: 1043-00001 Billing Code: IHDC-TLB-2024
VIA EMAIL AND OVERNIGHT COURIER
Crescent Harbor Bank, N.A. as Administrative Agent
Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services
1200 Harbor Point Drive Charlotte, NC 28202
Copies to:
Pinnacle Trust Company, N.A. as Collateral Agent
Attention: William Hargrove, Senior Vice President, Corporate Trust
101 Constitution Avenue NW Washington, D.C. 20001
Blackthorn & Sundial Software (Agent's Counsel)
Attention: Catherine Ellsworth, Lead Partner, Finance
51 West 52nd Street New York, NY 10019
Blackthorn & Sundial Software (Frankfurt Office — Agent's German Counsel)
Attention: Maximilian Roth, Partner
Bockenheimer Landstraße 24 60323 Frankfurt am Main, Germany
Ironhaven Data Centers LLC
Attention: Jonathan Pryce-Williams, General Counsel & Secretary
4500 Dominion Ridge Boulevard, Suite 300 Ashburn, VA 20147
Re: Transparenzregister Filing Confirmation — Ironhaven Frankfurt GmbH
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 "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 lenders from time to time party thereto (collectively, the "Lenders").
Aggregate Term Loan Facility: $950,000,000
CUSIP: 46283LAA5
Crescent Harbor Deal Reference: CHB-LF-2024-0287
Dear Mr. Beckett:
We are counsel to Ironhaven Data Centers LLC and Ironhaven Frankfurt GmbH (collectively, "IHDC") in connection with the Credit Agreement referenced above. This memorandum is submitted to the Administrative Agent, the Collateral Agent, and each of the Lenders for purposes of confirming the completion and accuracy of the beneficial ownership filing made with the German Transparenzregister in respect of the Co-Borrower, Ironhaven Frankfurt GmbH, as more fully described herein.
Capitalized terms used but not otherwise defined in this memorandum shall have the meanings ascribed to them in the Credit Agreement.
1. Purpose and Background
This memorandum is delivered pursuant to and in satisfaction of the conditions precedent set forth in Section 4.01(a)(xxiii) of the Credit Agreement, which requires, as a condition to the initial funding of the Term Loans on the Closing Date, the delivery to the Administrative Agent of written confirmation that the Co-Borrower has complied with its beneficial ownership filing obligations under the German Anti-Money Laundering Act (Gesetz über das Aufspüren von Gewinnen aus schweren Straftaten, commonly known as the Geldwäschegesetz, or "GwG"), including, without limitation, the obligation to file and maintain current beneficial ownership information with the German Transparenzregister (the "Transparency Register") maintained by the Ridgeway & Co. on behalf of the Federal Republic of Germany.
As set forth in the Credit Agreement, the Co-Borrower, Ironhaven Frankfurt GmbH, participates in the Term Loan facility as the borrowing entity under the EUR Sub-Tranche, with an aggregate principal amount of €253,571,429 (equivalent to approximately $275,000,000 at the EUR/USD spot rate of 1.0846 as of the date of pricing on May 10, 2024). The EUR Sub-Tranche was established to finance, in part, the construction and equipping of the Frankfurt II hyperscale data center campus located at the Fechenheim industrial site in Frankfurt am Main, Germany, and the related acquisition of long-term leasehold interests in the Frankfurt I facility.
Ironhaven Frankfurt GmbH is organized as a Gesellschaft mit beschränkter Haftung (limited liability company) under the laws of the Federal Republic of Germany and is registered with the commercial register (Handelsregister) maintained at the Amtsgericht Frankfurt am Main under registration number HRB 129457. The registered office (Sitz) of the Co-Borrower is located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany. The Co-Borrower's German Tax Identification Number (Steuernummer) is 045/127/98321, and its Value Added Tax Identification Number (Umsatzsteuer-Identifikationsnummer, or USt-IdNr.) is DE347891205.
Under the GwG, as most recently amended by the Transparenzregister- und Finanzinformationsgesetz (TraFinG) effective August 1, 2021, all German legal entities organized as Gesellschaften mit beschränkter Haftung, Aktiengesellschaften, registered partnerships, and other entities enumerated in § 20(1) GwG are required to obtain, maintain, and file current information regarding their beneficial owners (wirtschaftlich Berechtigte) with the Transparency Register. The filing obligation applies regardless of whether the beneficial ownership information may be discernible from other public registers (such as the Handelsregister), following the transition from a "catch-all" register to a full register (Vollregister) model under the TraFinG amendments. Non-compliance with the filing obligation may result in administrative fines (Bußgelder) of up to €150,000 for ordinary violations and up to €1,000,000 (or, in the case of serious, repeated, or systematic violations, up to €5,000,000 or 10% of annual group turnover) under § 56 GwG.
This memorandum sets forth a summary of the Transparency Register filing made in respect of Ironhaven Frankfurt GmbH, describes the relevant legal requirements under the GwG, and confirms that the filing was current and complete as of the Closing Date.
2. Filing Summary
2.1 Date of Filing
The Transparency Register filing for Ironhaven Frankfurt GmbH was initially made on April 22, 2024, in connection with the formation and registration of the Co-Borrower. The filing was subsequently updated on May 28, 2024, to reflect the final beneficial ownership chain as confirmed following the completion of the fund-level restructuring of Thornfield Infrastructure Fund III, LP (as described in greater detail in the AML/KYC Due Diligence Summary Chart delivered to the Administrative Agent on May 30, 2024). The updated filing was confirmed as successfully received and processed by the Transparency Register on May 29, 2024, at 14:37 CET.
The filing has been verified as current, accurate, and complete as of June 3, 2024, the Closing Date under the Credit Agreement. No amendments to the filed information have been required between the date of the most recent update (May 28, 2024) and the date of this memorandum.
2.2 Entity Filed
The filing was made in respect of the following entity:
2.3 Beneficial Ownership Information Filed
The Transparency Register filing identifies the beneficial owners (wirtschaftlich Berechtigte) of Ironhaven Frankfurt GmbH in accordance with the requirements of §§ 3, 19, and 20 GwG, as follows:
2.3.1 Direct Ownership Chain.  The following sets forth the complete chain of legal ownership from Ironhaven Frankfurt GmbH to the ultimate controlling natural person(s):
Level 1 — Direct Shareholder (*Gesellschafter*) of Ironhaven Frankfurt GmbH:
Ironhaven Frankfurt GmbH is wholly owned (100% of Geschäftsanteile, representing 100% of the share capital and voting rights) by Ironhaven Data Centers LLC, a limited liability company organized under the laws of the State of Delaware, United States of America (Employer Identification Number: 84-3291057), with its principal office at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, VA 20147, United States.
Level 2 — Sole Member of Ironhaven Data Centers LLC:
Ironhaven Data Centers LLC is wholly owned (100% of membership interests, representing 100% of the voting and economic interests) by Ironhaven Holdings Inc., a corporation organized under the laws of the State of Delaware, United States of America (Employer Identification Number: 84-3291044), with its principal office at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, VA 20147, United States.
Level 3 — Controlling Shareholder of Ironhaven Holdings Inc.:
Ironhaven Holdings Inc. is a portfolio holding company controlled by Thornfield Capital Partners, LP, a limited partnership organized under the laws of the State of Delaware, with its principal office at 800 Park Avenue, 22nd Floor, New York, NY 10021, United States. Thornfield Capital Partners, LP holds its interest in Ironhaven Holdings Inc. through its investment vehicle Thornfield Infrastructure Fund III, LP, a Delaware limited partnership, which owns 100% of the issued and outstanding common stock of Ironhaven Holdings Inc.
Level 4 — General Partner of Thornfield Capital Partners, LP:
The general partner of Thornfield Capital Partners, LP is Thornfield Capital Management LLC, a limited liability company organized under the laws of the State of Delaware. Thornfield Capital Management LLC exercises sole management and control over the investment and disposition activities of Thornfield Capital Partners, LP and each of its parallel and subsidiary fund vehicles, including Thornfield Infrastructure Fund III, LP.
2.3.2 Identified Beneficial Owners (Natural Persons).  In accordance with § 3(1) and (2) GwG, which defines a beneficial owner (wirtschaftlich Berechtigter) as any natural person who ultimately owns or controls the relevant legal entity — including through direct or indirect ownership of more than 25% of capital shares or voting rights, or through the exercise of control by comparable means — the following natural person has been identified and filed as the beneficial owner of Ironhaven Frankfurt GmbH:
No additional natural persons have been identified as beneficial owners of Ironhaven Frankfurt GmbH under the GwG's 25% direct ownership threshold or control criteria as of the date hereof. The analysis has taken into account the limited partner interests held in Thornfield Infrastructure Fund III, LP and has determined that no single limited partner holds an interest exceeding 25% of the capital of the fund or otherwise exercises control over the fund's management or investment decisions, and accordingly no limited partner constitutes a wirtschaftlich Berechtigter for purposes of the Transparency Register filing.
2.3.3 Managing Directors (*Geschäftsführer*) Filed.  In addition to the beneficial ownership information described above, the Transparency Register filing reflects the following individuals as the registered managing directors (Geschäftsführer) of Ironhaven Frankfurt GmbH, as recorded in the Handelsregister:
Both managing directors are registered in the Handelsregister at the Amtsgericht Frankfurt am Main under HRB 129457 and are authorized to represent Ironhaven Frankfurt GmbH in accordance with the articles of association (Gesellschaftsvertrag) and the applicable resolutions of the shareholders' meeting (Gesellschafterversammlung).
2.4 Filing Method and Confirmation Reference
The Transparency Register filing was made electronically via the official online portal of the Transparenzregister maintained at [www.transparenzregister.de](http://www.transparenzregister.de). The filing was submitted using the authorized account credentials of Ironhaven Frankfurt GmbH, with the filing process coordinated and executed by Wendt Falkenberg Rechtsanwälte PartG mbB (Dr. Lukas Wendt and Julia Falkenberg), Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany, acting in their capacity as local German counsel to the Borrower and the Co-Borrower.
Confirmation of successful receipt and processing of the filing was received electronically from the Transparency Register on May 29, 2024. The filing confirmation reference number is:
TR-2024-FRA-00283741
A copy of the electronic filing confirmation (Eingangsbestätigung) is attached hereto as Attachment A. A full extract from the Transparency Register (Auszug aus dem Transparenzregister) reflecting the filed beneficial ownership information as of June 3, 2024 is attached hereto as Attachment B.
3. Legal Basis and GwG Compliance
3.1 Applicable Legal Framework
The filing described in this memorandum has been made pursuant to the requirements of the Geldwäschegesetz (GwG), which serves as the principal German statute implementing the European Union's anti-money laundering framework into domestic law. The following provisions of the GwG are of particular relevance to the Co-Borrower's Transparency Register filing obligation:
(a) § 19 GwG — Filing Obligation. Section 19(1) GwG imposes an obligation on all legal entities organized under German law (including Gesellschaften mit beschränkter Haftung) to obtain and maintain information regarding their beneficial owners and to file such information with the Transparency Register without undue delay (unverzüglich) upon formation of the entity, and to update the filing promptly in the event of any change. Since the entry into force of the Transparenzregister- und Finanzinformationsgesetz (TraFinG) on August 1, 2021, the Transparency Register operates as a full register (Vollregister), meaning that all German entities are required to make affirmative filings regardless of whether beneficial ownership information may be discernible from other public registers such as the Handelsregister or the Partnerschaftsregister.
(b) § 20 GwG — Content Requirements. Section 20(1) GwG specifies the information that must be filed with the Transparency Register in respect of each beneficial owner, including: (i) the beneficial owner's first and last name; (ii) date of birth; (iii) place of residence; (iv) the nature and extent of the beneficial interest held; and (v) all nationalities held by the beneficial owner. The legal entity is required to ensure that the filed information is accurate and current at all times.
(c) § 3 GwG — Definition of Beneficial Owner. Section 3(1) GwG defines a beneficial owner (wirtschaftlich Berechtigter) as any natural person who ultimately owns or controls the relevant contracting party or the natural person on whose behalf or at whose direction a transaction or business relationship is being conducted. Section 3(2) GwG further specifies that, in the case of legal persons and registered partnerships, a beneficial owner is any natural person who directly or indirectly (i) holds more than 25% of the capital shares or voting rights of the entity, or (ii) exercises control over the entity by comparable means, including through the power to appoint or remove the majority of the members of the management or supervisory body of the entity, or through the exercise of a dominant influence by contractual arrangements.
(d) § 56 GwG — Sanctions. Non-compliance with the filing obligations under §§ 19 and 20 GwG may result in administrative fines (Bußgelder) imposed by the Bundesverwaltungsamt (Federal Office of Administration), as the competent supervisory authority. Ordinary violations may be subject to fines of up to €150,000, while serious, repeated, or systematic violations may result in fines of up to €1,000,000 (or, in the case of entities subject to the EU Capital Requirements Regulation, up to €5,000,000 or 10% of annual group turnover, whichever is higher).
3.2 EU Anti-Money Laundering Directive Compliance
The GwG transposes into German law the requirements of the Fourth EU Anti-Money Laundering Directive (Directive (EU) 2015/849, as amended by the Fifth EU Anti-Money Laundering Directive, Directive (EU) 2018/843). The Transparency Register filing for Ironhaven Frankfurt GmbH satisfies the requirements of these directives as implemented through the GwG, including the requirement that member states establish central registers containing beneficial ownership information for corporate and other legal entities formed within their territories. We note that the Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), as the German federal financial supervisory authority, exercises oversight over compliance by Verpflichtete (obliged entities) under the GwG, including credit institutions and financial services institutions, and may require such entities to verify the Transparency Register filings of their counterparties as part of their customer due diligence obligations under §§ 10-17 GwG.
3.3 Distinction from Handelsregister Filing
For the avoidance of doubt, the Transparency Register filing described herein is separate from and in addition to the commercial register (Handelsregister) entry maintained at the Amtsgericht Frankfurt am Main under HRB 129457. The Handelsregister records certain corporate information regarding Ironhaven Frankfurt GmbH, including the identity of its managing directors, its registered office, its share capital, and any special provisions relating to its articles of association, but does not serve as a register of beneficial ownership information for purposes of the GwG. The two registers serve distinct purposes under German law: the Handelsregister is a general corporate register intended to provide transparency as to the legal structure and representation of commercial entities, while the Transparency Register is a specialized anti-money laundering register intended to identify the natural persons who ultimately own or control such entities. Both filings have been made and are current as of the date hereof.
4. Relevance to the Credit Agreement
4.1 Condition Precedent
The delivery of this memorandum, together with the attachments referenced herein, is intended to satisfy the condition precedent to funding set forth in Section 4.01(a)(xxiii) of the Credit Agreement, which provides that, as a condition to the initial advance of the Term Loans on the Closing Date, the Administrative Agent shall have received satisfactory evidence that the Co-Borrower has complied with all applicable anti-money laundering, beneficial ownership, and know-your-customer requirements in the jurisdictions in which the Co-Borrower is organized, including, without limitation, the GwG Transparency Register filing obligations.
4.2 Relevance to the EUR Sub-Tranche and NordBrücke AG
The Transparency Register filing is of particular significance in the context of this transaction for the following reasons:
(a) Co-Borrower Status. Ironhaven Frankfurt GmbH participates in the Term Loan facility as the Co-Borrower under the EUR Sub-Tranche in the aggregate amount of €253,571,429 (approximately $275,000,000). As a German borrowing entity, the Co-Borrower is subject to German law compliance requirements, including the GwG, and the Transparency Register filing serves as a foundational element of the KYC/AML compliance workstream for the German law aspects of the transaction.
(b) NordBrücke AG. NordBrücke AG, a German Aktiengesellschaft supervised by BaFin, participates as a Lender under the Credit Agreement with a commitment of $150,000,000 allocated entirely to the EUR Sub-Tranche (the Frankfurt sub-tranche). As a BaFin-regulated credit institution, NordBrücke AG is classified as a Verpflichtete (obliged entity) under § 2(1) no. 1 GwG and is subject to enhanced customer due diligence obligations, including the obligation under § 11(5) GwG to verify the beneficial ownership information of its counterparties, which includes reviewing the counterparty's Transparency Register filing. Accordingly, the completion and accuracy of the Co-Borrower's Transparency Register filing is a prerequisite not only under the Credit Agreement but also under the regulatory compliance framework applicable to NordBrücke AG as a German lender. NordBrücke AG's internal compliance department (Dr. Stefan Kleinhans, Chief Compliance Officer) has confirmed in writing to the Administrative Agent that it has reviewed the Transparency Register extract for Ironhaven Frankfurt GmbH and that its internal KYC review has been completed satisfactorily.
(c) Broader Sanctions and KYC Compliance Workstream. The Transparency Register filing forms part of the comprehensive sanctions and KYC compliance workstream undertaken in connection with the closing of the Credit Agreement, which encompasses screening and verification under the following regulatory regimes: (i) the U.S. Office of Foreign Assets Control ("OFAC") sanctions programs; (ii) EU restrictive measures, 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; (iii) the UK Office of Financial Sanctions Implementation ("OFSI") sanctions programs; and (iv) BaFin and GwG screening requirements applicable to the German Lender and the German Co-Borrower. Each of the Loan Parties, their principals, and beneficial owners has been screened against the applicable sanctions lists and no matches have been identified, as confirmed in the AML/KYC Due Diligence Summary Chart delivered to the Administrative Agent on May 30, 2024.
4.3 Cross-References.  For completeness, we note the following related compliance deliverables that have been separately provided to the Administrative Agent:
(a) The Beneficial Ownership Certification delivered by Ironhaven Data Centers LLC under the Financial Crimes Enforcement Network ("FinCEN") Customer Due Diligence Rule (31 C.F.R. § 1010.230), filed with the Administrative Agent on May 22, 2024, identifying the beneficial owners of the Borrower under the FinCEN framework. The FinCEN Beneficial Ownership Certification constitutes a separate U.S. regulatory filing and is not duplicative of the German Transparency Register filing described herein.
(b) The AML/KYC Due Diligence Summary Chart maintained by Calderwood & Harkness LLP, which tracks and summarizes the status of all anti-money laundering, beneficial ownership, know-your-customer, and sanctions compliance documentation required in connection with the Credit Agreement for each of the seven Lenders and each of the Loan Parties. The Summary Chart, in its most recent version dated June 1, 2024, reflects the completion of all required compliance deliverables, including the Transparency Register filing confirmed herein.
(c) The German Local Counsel Legal Opinion delivered by Wendt Falkenberg Rechtsanwälte PartG mbB, dated June 3, 2024, which, among other matters, opines on the due formation and valid existence of Ironhaven Frankfurt GmbH, the authority of its managing directors to execute the Credit Agreement and related Loan Documents, and the compliance of the Co-Borrower with its filing obligations under the GwG.
5. Ongoing Obligations
5.1 Statutory Reporting Obligations
Pursuant to § 20(1) GwG, Ironhaven Frankfurt GmbH has an ongoing obligation to report any changes in its beneficial ownership to the Transparency Register without undue delay (unverzüglich). Under established interpretive guidance from the Bundesverwaltungsamt, this obligation requires that updates be filed promptly upon the entity becoming aware of any change in the identity or personal data of its beneficial owners, the nature or extent of the beneficial interest, or any other information included in the filing. In addition, Ironhaven Frankfurt GmbH is obligated, at a minimum, to verify the accuracy and completeness of the filed information on an annual basis and to correct any inaccuracies or update any information that has become stale.
5.2 Change of Control Implications
In the context of the Credit Agreement, a change in beneficial ownership of Ironhaven Frankfurt GmbH — whether arising from a transfer of equity interests at the Geschäftsanteil level or from changes higher in the ownership chain — could trigger both a Transparency Register update obligation under the GwG and a mandatory prepayment obligation under the Credit Agreement. Section 7.01(k) of the Credit Agreement defines a "Change of Control" as any event or series of events by which Thornfield Capital Partners, LP, together with its controlled affiliates, ceases to hold, directly or indirectly, more than 50% of the voting equity interests of Ironhaven Holdings Inc., or ceases to have the power to direct or cause the direction of the management and policies of Ironhaven Holdings Inc. and its subsidiaries.
Upon the occurrence of a Change of Control, the Borrower and the Co-Borrower are obligated under Section 2.05(b)(iv) of the Credit Agreement to offer to prepay the outstanding Term Loans at 101% of the aggregate outstanding principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of prepayment, plus any applicable Prepayment Premium. Any such Change of Control event would simultaneously trigger an obligation on the part of Ironhaven Frankfurt GmbH to update its Transparency Register filing to reflect the new beneficial ownership structure, and failure to do so could expose the Co-Borrower to administrative fines under § 56 GwG and potential adverse consequences under NordBrücke AG's ongoing customer due diligence obligations.
5.3 Recommendation for Ongoing Monitoring
Calderwood & Harkness LLP recommends that IHDC instruct Wendt Falkenberg Rechtsanwälte PartG mbB to monitor and maintain the Transparency Register filing on an ongoing basis as part of the post-closing compliance calendar established for this transaction. Specifically, we recommend that Wendt Falkenberg be instructed to:
(a) conduct an annual verification of the Transparency Register filing on or before each anniversary of the Closing Date, in compliance with the GwG's annual verification requirement;
(b) promptly update the Transparency Register filing upon receipt of notice from IHDC or Thornfield Capital Partners, LP of any change in the beneficial ownership chain, including any change in the identity of the managing directors (Geschäftsführer) of Ironhaven Frankfurt GmbH;
(c) coordinate with IHDC's internal legal department and with Calderwood & Harkness LLP to ensure that any Transparency Register update that may constitute a Change of Control event or a reportable event under the Credit Agreement is flagged promptly for purposes of evaluating the Borrower's obligations under Sections 2.05(b)(iv) and 6.02(f) of the Credit Agreement; and
(d) maintain a complete archive of all Transparency Register filings, confirmations, and extracts for purposes of compliance record-keeping and for potential inspection by BaFin or the Bundesverwaltungsamt.
6. Attachments
The following documents are attached hereto and incorporated herein by reference:
Attachment A: Copy of the Transparency Register electronic filing confirmation (Eingangsbestätigung) dated May 29, 2024 (Reference: TR-2024-FRA-00283741) for Ironhaven Frankfurt GmbH, as issued by the Ridgeway & Co..
Attachment B: Transparency Register extract (Auszug aus dem Transparenzregister) for Ironhaven Frankfurt GmbH, dated June 3, 2024, showing the complete beneficial ownership information as filed, including the identity and details of the identified beneficial owner, David Thornfield, and the nature and extent of the beneficial interest.
Attachment C: Organizational chart depicting the complete ownership chain from the ultimate beneficial owner, David Thornfield, through Thornfield Capital Management LLC (as general partner), Thornfield Capital Partners, LP, Thornfield Infrastructure Fund III, LP, Ironhaven Holdings Inc., and Ironhaven Data Centers LLC, to Ironhaven Frankfurt GmbH, with 100% ownership at each level of the chain.
Attachment D: Confirmation letter from Wendt Falkenberg Rechtsanwälte PartG mbB (Dr. Lukas Wendt), dated June 3, 2024, confirming that (i) the Transparency Register filing was made on behalf of and with the authorization of Ironhaven Frankfurt GmbH, (ii) the information contained in the filing is accurate and complete as of the Closing Date, and (iii) no circumstances exist as of the date thereof that would require an amendment or update to the filed information.
7. Reliance and Disclaimer
This memorandum is delivered solely for purposes of satisfying the conditions precedent set forth in Section 4.01(a)(xxiii) of the Credit Agreement and for the information of the Administrative Agent, the Collateral Agent, and the Lenders. It is not intended for, and may not be relied upon by, any other person or entity, or for any purpose other than as described herein, without the prior written consent of Calderwood & Harkness LLP.
Calderwood & Harkness LLP is qualified to practice law in the State of New York and does not hold itself out as being qualified to practice law in the Federal Republic of Germany or to opine on matters of German law. Accordingly, this memorandum does not constitute, and should not be construed as, a legal opinion of Calderwood & Harkness LLP with respect to any matter of German law, including, without limitation, the sufficiency, accuracy, or legal effect of the Transparency Register filing described herein, the interpretation or application of the GwG or any other German statute or regulation, or the enforceability of any obligation under German law. All matters of German law arising in connection with this transaction, including the sufficiency and legal effect of the Transparency Register filing, are addressed by Wendt Falkenberg Rechtsanwälte PartG mbB, Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany, in its capacity as local German counsel to the Borrower and the Co-Borrower. Reference is made to the German Local Counsel Legal Opinion delivered by Wendt Falkenberg separately on the date hereof, which addresses, among other matters, the Co-Borrower's compliance with its filing obligations under the GwG.
This memorandum is based upon information provided to us by the Borrower, the Co-Borrower, and their officers, directors, and agents, including Wendt Falkenberg Rechtsanwälte PartG mbB, and upon publicly available records of the Transparency Register and the Handelsregister. We have not independently verified the accuracy or completeness of such information, and we assume no responsibility or liability for the accuracy or completeness thereof. This memorandum does not constitute a legal opinion and should not be relied upon as such.
We trust the foregoing is responsive to the requirements of the Credit Agreement. Please do not hesitate to contact the undersigned or Stephanie Okafor at (212) 558-4127 should you have any questions regarding this memorandum or the attachments hereto.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Daniel Obi
Title: Lead Associate, Banking & Finance
Direct Dial: (212) 558-4263
Email: daniel.obi@calderwoodharkness.com
Approved by: ________
Name: Stephanie Okafor
Title: Partner, Banking & Finance
Direct Dial: (212) 558-4127
Email: stephanie.okafor@calderwoodharkness.com
Distribution:
cc: Jonathan Pryce-Williams, General Counsel & Secretary — Ironhaven Data Centers LLC cc: Natasha Greenfeld, Deputy General Counsel — Ironhaven Data Centers LLC cc: Dr. Lukas Wendt — Wendt Falkenberg Rechtsanwälte PartG mbB, Frankfurt am Main cc: Katarina Bremer, Managing Director — Ironhaven Frankfurt GmbH cc: Dr. Stefan Kleinhans, Chief Compliance Officer — NordBrücke AG cc: Maximilian Roth, Partner — Blackthorn & Sundial Software, Frankfurt Office
Enclosures: Attachments A through D (as described in Section 6 above)
Field | Information
Full Legal Name | Ironhaven Frankfurt GmbH
Legal Form | Gesellschaft mit beschränkter Haftung (GmbH)
Registered Office (Sitz) | Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany
Commercial Register | Amtsgericht Frankfurt am Main, HRB 129457
Date of Formation | March 8, 2024
Share Capital (Stammkapital) | €25,000 (fully paid up)
German Tax ID (Steuernummer) | 045/127/98321
VAT ID (USt-IdNr.) | DE347891205
LEI | 5299003X7TZQY2L4KM88
Field | Information
Name | David Thornfield
Date of Birth | September 14, 1968
Nationality | United States of America
Place of Residence | New York, New York, United States
Nature of Beneficial Interest | Indirect control through position as Founder & Managing Partner of Thornfield Capital Partners, LP and as the controlling principal of Thornfield Capital Management LLC (the general partner of Thornfield Capital Partners, LP), which through Thornfield Infrastructure Fund III, LP controls the entire ownership chain (at each level, 100%) down to Ironhaven Frankfurt GmbH
Extent of Beneficial Interest | Ultimate control (indirect, through multiple intermediate entities); no individual exceeds the 25% direct economic ownership threshold at the fund level, but Mr. Thornfield exercises control by virtue of his role as the sole managing member of the general partner entity, Thornfield Capital Management LLC
Basis for Identification | § 3(2) sentence 1 no. 1 and no. 2 GwG (control through acting as general partner of a limited partnership with sole authority over investment decisions and exercise of voting rights at each level of the ownership chain)
Managing Director | Role | Authority
Marcus Delaine | Chief Executive Officer of Ironhaven Data Centers LLC; Managing Director (Geschäftsführer) of Ironhaven Frankfurt GmbH | Joint representation with one other managing director (gemeinschaftliche Vertretung)
Katarina Bremer | Local Managing Director (Geschäftsführerin) of Ironhaven Frankfurt GmbH | Joint representation with one other managing director (gemeinschaftliche Vertretung); authorized for sole representation (Einzelvertretung) for transactions with a value not exceeding €500,000

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