1043-00001 · Ironhaven Holdings · Security Documents/Germany

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NOTARIELLE URKUNDE

(Notarial Deed)

SHARE PLEDGE AGREEMENT (Anteilsverpfändungsvertrag)

relating to all shares in Ironhaven Frankfurt GmbH (Amtsgericht Frankfurt am Main, HRB 129457)

Roll of Deeds No. (Urkundenrollennummer): URNr. __/2024

Date of Notarization: May 15, 2024

Place of Notarization: Frankfurt am Main, Federal Republic of Germany

Notary: Dr. Sebastian Reinhardt, Notary with his official seat in Frankfurt am Main, Bockenheimer Landstraße 51, 60325 Frankfurt am Main, Federal Republic of Germany.

On the fifteenth day of May in the year two thousand and twenty-four, before me, the undersigned Notary,

Dr. Sebastian Reinhardt

Notary with his official seat in Frankfurt am Main, maintaining his office at Bockenheimer Landstraße 51, 60325 Frankfurt am Main,

there appeared the persons identified below, having been verified as to their identity by their respective valid government-issued identification documents presented to me, which verification I hereby confirm.

This notarial deed is executed in accordance with the requirement set forth in Section 15(3) of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung — GmbHG), which mandates that any pledge of shares (Geschäftsanteile) in a German limited liability company (GmbH) must be notarized (notariell beurkundet).

Bilingual Note: This Agreement has been drafted and executed in the English language, which shall serve as the contractual language for all purposes. The appearing persons have confirmed to the Notary that they are sufficiently conversant in the English language to follow the reading and discussion of this deed without the assistance of an interpreter. A German translation of this Agreement may be prepared for purposes of filing with the Amtsgericht (local court maintaining the commercial register), the Grundbuchamt (land registry), or any other German authority or court, if and to the extent required. In the event of any discrepancy between the English original and any German translation, the English version shall prevail.

This Share Pledge Agreement is executed simultaneously with the Senior Secured Term Loan B Credit Agreement dated May 15, 2024, and the related German-law security documents described herein.

PARTIES TO THE AGREEMENT

The following persons appeared before the Notary:

1. The Pledgor

Ironhaven Data Centers LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware, United States of America, with its principal office and headquarters at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, United States of America, with its registered agent for service of process in the State of Delaware being Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904, United States of America, Employer Identification Number (EIN): 84-3291057 (hereinafter referred to as the "Pledgor"),

represented by:

(a) Marcus Delaine, born on March 22, 1974, business address: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, United States of America, identified by United States Passport No. 567823491, acting in his capacity as Chief Executive Officer of the Pledgor; and

(b) Jonathan Pryce-Williams, born on July 9, 1979, business address: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, United States of America, identified by United States Passport No. 482617305, acting in his capacity as General Counsel and Secretary of the Pledgor,

each acting pursuant to duly adopted resolutions of the members of Ironhaven Data Centers LLC dated May 10, 2024, authorizing the execution, delivery, and performance of this Agreement and all documents contemplated hereby. Copies of such member resolutions, duly certified by Jonathan Pryce-Williams as General Counsel and Secretary, have been presented to the Notary and are retained as an annex to this deed (Anlage 1).

The Pledgor acts in its capacity as the sole quotaholder (Alleingesellschafter) of Ironhaven Frankfurt GmbH, holding one hundred percent (100%) of the registered share capital and one hundred percent (100%) of the voting rights in such company.

2. The Pledgee / Security Trustee

Pinnacle Trust Company, N.A., a national trust company duly organized and existing under the laws of the United States of America, with its principal office at 101 Constitution Avenue NW, Washington, D.C. 20001, United States of America, acting through its London branch located at 25 Cannon Street, London EC4M 5TA, United Kingdom, for purposes of its role as Security Trustee under the German-law security package described herein (hereinafter referred to as the "Pledgee"),

represented by:

William Hargrove, born on November 14, 1971, business address: 101 Constitution Avenue NW, Washington, D.C. 20001, United States of America, identified by United States Passport No. 738291456, acting in his capacity as Senior Vice President, Corporate Trust, of the Pledgee,

acting pursuant to a duly executed power of attorney from Pinnacle Trust Company, N.A. dated May 8, 2024, a copy of which has been presented to the Notary and is retained as an annex to this deed (Anlage 2).

The Pledgee acts in its capacity as Collateral Agent and Security Trustee for the benefit of the Secured Parties (as defined herein) pursuant to (i) the Senior Secured Term Loan B Credit Agreement dated May 15, 2024 (the "Credit Agreement"), and (ii) the German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag) dated on or about the date hereof (the "Parallel Debt and Security Trust Agreement").

3. The Company (whose shares are pledged)

Ironhaven Frankfurt GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) duly organized under the laws of the Federal Republic of Germany, with its registered office (Sitz) at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main under registration number HRB 129457, German Tax Identification Number (Steuernummer): 045/127/98321, VAT Identification Number (Umsatzsteuer-Identifikationsnummer / USt-IdNr.): DE347891205 (hereinafter referred to as the "Company"),

having as its managing directors (Geschäftsführer):

(a) Marcus Delaine, as specified above; and

(b) Katarina Bremer, born on September 3, 1982, business address: Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, identified by Federal Republic of Germany Identity Card (Personalausweis) No. T72MK481R7, acting as local managing director (Geschäftsführerin) of the Company,

represented for purposes of acknowledging and consenting to the pledge created hereunder by:

Katarina Bremer, acting in her capacity as Managing Director of the Company, duly authorized to represent the Company individually (einzelvertretungsbefugt).

The Notary has pointed out to the appearing persons that Marcus Delaine is appearing in this deed in a dual capacity — namely, as a representative of the Pledgor and as a managing director of the Company — and that potential conflicts of interest may arise from such dual representation. The appearing persons have acknowledged this disclosure and have confirmed that they wish to proceed notwithstanding such potential conflict, and the Notary notes that the Company is represented for the purpose of consenting to the pledge by Katarina Bremer acting individually.

The Pledgor, the Pledgee, and the Company are hereinafter each referred to individually as a "Party" and collectively as the "Parties."

RECITALS

(VORBEMERKUNGEN)

The Parties set forth the following recitals, which form an integral part of this Agreement:

A. Background of the Company

(1) Ironhaven Frankfurt GmbH was duly formed under the laws of the Federal Republic of Germany and registered in the commercial register (Handelsregister) of the Amtsgericht Frankfurt am Main under registration number HRB 129457 on February 14, 2023.

(2) The business purpose of the Company, as set forth in its articles of association (Satzung), comprises the development, ownership, construction, operation, and management of hyperscale data center campus facilities, including co-location services, managed hosting services, and related infrastructure services, as well as the acquisition, holding, and management of real property and all related ancillary activities.

(3) The Company's primary asset is the Frankfurt Campus, a hyperscale data center campus facility located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, situated on real property recorded in the land register of the district court of Frankfurt am Main — East (Grundbuch von Frankfurt am Main-Ost), sheet (Blatt) 54321, cadastral district (Flur) 12, parcel (Flurstück) 789, comprising approximately 18.7 hectares (the "Frankfurt Campus"). The Frankfurt Campus is currently under development, with Phase 1 construction (approximately 72 MW of critical IT load capacity across four data halls) scheduled for completion by the fourth quarter of 2025.

(4) The Company is a wholly owned subsidiary of Ironhaven Data Centers LLC, the Pledgor, which holds one hundred percent (100%) of the Company's registered share capital.

B. Share Capital and Ownership

(1) The registered share capital (Stammkapital) of the Company amounts to EUR 25,000.00 (in words: twenty-five thousand euros).

(2) The entire share capital is held by the Pledgor, Ironhaven Data Centers LLC, as sole quotaholder (Alleingesellschafter), in a single share (Geschäftsanteil) with sequential number 1 (laufende Nummer 1), having a nominal value of EUR 25,000.00, representing one hundred percent (100%) of the registered share capital and one hundred percent (100%) of the voting rights in the Company.

(3) The most recent shareholders' list (Gesellschafterliste) filed with the commercial register of the Amtsgericht Frankfurt am Main, dated February 14, 2023, accurately reflects the Pledgor as the sole quotaholder of the Company. A copy of such shareholders' list has been presented to the Notary and is retained as an annex to this deed (Anlage 3).

(4) The registered share capital of the Company has been fully paid up (voll eingezahlt). No obligation to make further capital contributions (Nachschusspflicht) exists, except as may arise under mandatory provisions of the GmbHG.

C. The Credit Agreement and Secured Obligations

(1) On May 15, 2024, the following parties entered into a Senior Secured Term Loan B Credit Agreement (CUSIP: 46283LAA5) (the "Credit Agreement"):

(a) Ironhaven Data Centers LLC, as Borrower;

(b) Ironhaven Frankfurt GmbH, as Co-Borrower (with respect to the EUR Sub-Tranche, as defined below);

(d) Crescent Harbor Bank, N.A., as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner;

(e) Pinnacle Trust Company, N.A., as Collateral Agent and Security Trustee; and

(f) a syndicate of Lenders (as defined below).

(2) The Credit Agreement provides for an aggregate principal amount of Nine Hundred Fifty Million United States Dollars ($950,000,000), structured as follows:

(a) a USD Tranche in the aggregate principal amount of Six Hundred Seventy-Five Million United States Dollars ($675,000,000), drawn in United States Dollars; and

(b) a 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 the EUR/USD exchange rate of 1.0846 as of the date of the Credit Agreement.

(3) The EUR Sub-Tranche is designated for the purpose of funding the construction, development, and equipping of the Frankfurt Campus. Ironhaven Frankfurt GmbH is the Co-Borrower under the Credit Agreement with respect to the EUR Sub-Tranche and is jointly and severally liable with the Borrower for all amounts drawn thereunder.

(4) The Lenders party to the Credit Agreement and their respective commitments are as follows:

(5) The Credit Agreement is governed by the laws of the State of New York, United States of America. This Agreement and all other German-law security documents are governed by the laws of the Federal Republic of Germany.

D. The German Security Package

(1) In connection with the Credit Agreement, and as a condition precedent to the initial funding of the EUR Sub-Tranche, the Parties and certain of their affiliates have entered into, or will enter into on or about the date hereof, a comprehensive German-law security package (deutschrechtliches Sicherheitenpaket), comprising the following security documents:

(a) a German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag), under which the Pledgor and the Company have acknowledged a parallel debt (abstraktes Schuldversprechen) in favor of the Pledgee (the "Parallel Debt and Security Trust Agreement");

(b) a German Land Charge Agreement (Grundschuldbestellungsurkunde), pursuant to which a first-ranking land charge (Buchgrundschuld) in the amount of EUR 270,000,000.00 plus interest of 15% per annum has been or will be registered over the Frankfurt Campus parcel recorded in the Grundbuch von Frankfurt am Main-Ost, sheet 54321, cadastral district 12, parcel 789;

(c) a German Global Assignment of Receivables (Globalzession), pursuant to which the Company has assigned all present and future trade receivables, insurance claims, and intercompany receivables to the Pledgee;

(d) a German Account Pledge Agreement (Kontoverpfändung), pursuant to which all bank accounts maintained by the Company at NordBrücke AG, Frankfurt am Main branch, have been pledged to the Pledgee;

(e) a German Security Transfer of Movable Assets (Sicherungsübereignungsvertrag), pursuant to which all movable assets located on the Frankfurt Campus, including data center equipment, cooling infrastructure, power distribution units, and uninterruptible power supply systems, have been transferred by way of security to the Pledgee;

(f) this Share Pledge Agreement (Anteilsverpfändungsvertrag), pursuant to which the Pledgor pledges all of its shares in the Company to the Pledgee; and

(g) a German Security Purpose Agreement (Sicherungszweckerklärung), which sets forth the overarching security purpose for all German-law security documents and governs the relationship between the security interest created hereunder and the Secured Obligations.

E. The Parallel Debt Structure

(1) The Pledgee acts as Security Trustee under the Parallel Debt and Security Trust Agreement. Under the terms of such agreement, the Pledgor and the Company have acknowledged a parallel debt (abstraktes Schuldversprechen) owed to the Pledgee in an amount equal to the aggregate Secured Obligations outstanding at any time.

(2) The Parallel Debt Claim constitutes an independent claim (eigenständiger Anspruch) of the Pledgee against the Pledgor and the Company, separate from but mirroring the claims of the Lenders under the Credit Agreement. The share pledge created under this Agreement secures the Parallel Debt Claim of the Pledgee, which structure is customary under German law to enable a single security trustee (Sicherheitentreuhänder) to hold security interests for the benefit of a syndicate of lenders without requiring each individual lender to be named as a pledgee.

(3) The Parties acknowledge that the Parallel Debt structure has been reviewed and confirmed by the Pledgee's German counsel, Wendt Falkenberg Rechtsanwälte PartG mbB, Frankfurt am Main, and is consistent with accepted German market practice for syndicated lending transactions.

F. Purpose of this Agreement

(1) The Pledgor wishes to pledge, and the Pledgee wishes to accept the pledge of, the Pledgor's entire shareholding in the Company — being one hundred percent (100%) of the registered share capital — as security for the Secured Obligations, as defined herein and in the Security Purpose Agreement (Sicherungszweckerklärung).

(2) This Agreement, together with the other components of the German-law security package, forms part of the collateral structure supporting the Credit Agreement and is intended to provide the Secured Parties with first-ranking security over the shares in the Company.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this Agreement, the following terms shall have the meanings set forth below, unless the context otherwise requires:

"Agreement" means this Share Pledge Agreement (Anteilsverpfändungsvertrag), including all Schedules attached hereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with Section 9.5.

"Business Day" means a day (other than a Saturday, Sunday, or public holiday) on which commercial banks are open for general business in each of Frankfurt am Main, Germany; New York, New York, United States of America; and London, United Kingdom.

"Closing Date" means June 3, 2024, being the date on which the conditions precedent to the initial funding under the Credit Agreement are expected to be satisfied or waived.

"Company" means Ironhaven Frankfurt GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, registered in the commercial register of the Amtsgericht Frankfurt am Main under registration number HRB 129457, with its registered office at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany.

"Credit Agreement" means the Senior Secured Term Loan B Credit Agreement dated May 15, 2024 (CUSIP: 46283LAA5), 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 party thereto, as the same may be amended, restated, supplemented, extended, renewed, refinanced, replaced, or otherwise modified from time to time.

"Enforcement Event" means an Event of Default (as defined in Section 8.01 of the Credit Agreement) that is continuing and in respect of which the Pledgee, acting on the instructions of the Required Lenders (as defined in the Credit Agreement), has declared the Secured Obligations to be immediately due and payable in accordance with the terms of the Credit Agreement.

"GmbHG" means the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung), as amended from time to time.

"BGB" means the German Civil Code (Bürgerliches Gesetzbuch), as amended from time to time.

"ZPO" means the German Code of Civil Procedure (Zivilprozessordnung), as amended from time to time.

"Lenders" means the lenders from time to time party to the Credit Agreement, which as of the date hereof comprise: (i) Crescent Harbor Bank, N.A. (commitment: $200,000,000); (ii) Ridgeline National Bank (commitment: $175,000,000); (iii) Marlowe Asset Management Meridian Capital, LLC (commitment: $150,000,000); (iv) Atlas Peak Credit Partners, LP (commitment: $125,000,000); (v) NordBrücke AG (commitment: $150,000,000, allocated entirely to the EUR Sub-Tranche); (vi) Pacific Rim Institutional Lending Corp. (commitment: $75,000,000); and (vii) Osprey Insurance Capital, Ltd. (commitment: $75,000,000), together with any assignees or successors thereto under the Credit Agreement.

"Parallel Debt Claim" means the parallel debt claim (Parallelschuld) of the Pledgee arising under Section 2 of the Parallel Debt and Security Trust Agreement, being an independent abstract payment obligation (abstraktes Schuldversprechen) owed by the Pledgor and the Company to the Pledgee in an amount equal, at any time, to the aggregate amount of the Secured Obligations then outstanding.

"Parallel Debt and Security Trust Agreement" means the German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag) dated on or about the date hereof between the Pledgor, the Company, and the Pledgee.

"Pledge" means the first-ranking pledge (erstrangiges Pfandrecht) over the Pledged Shares created pursuant to Section 2 of this Agreement.

"Pledged Shares" means the share (Geschäftsanteil) in the Company with sequential number 1 (laufende Nummer 1) in the nominal amount of EUR 25,000.00, representing one hundred percent (100%) of the registered share capital of the Company, together with all rights attaching thereto and all additional shares as described in Section 2.4, and as further detailed in Schedule 1.

"Pledgee" means Pinnacle Trust Company, N.A., acting through its London branch, in its capacity as Collateral Agent and Security Trustee for the benefit of the Secured Parties.

"Pledgor" means Ironhaven Data Centers LLC, a limited liability company organized under the laws of the State of Delaware, United States of America.

"Secured Obligations" means all present and future, actual and contingent, monetary and non-monetary obligations of the Pledgor, the Company, Ironhaven Holdings Inc., and any other Loan Party (as defined in the Credit Agreement) under or in connection with the Credit Agreement, the Guarantee Agreement (as defined in the Credit Agreement), the Parallel Debt and Security Trust Agreement, and any other Loan Document (as defined in the Credit Agreement), including without limitation the Parallel Debt Claim, as more particularly described in the Security Purpose Agreement.

"Secured Parties" means, collectively, (i) Crescent Harbor Bank, N.A., in its capacity as Administrative Agent, (ii) Pinnacle Trust Company, N.A., in its capacity as Collateral Agent and Security Trustee, and (iii) all Lenders from time to time party to the Credit Agreement, together with their respective successors and permitted assigns.

"Security Purpose Agreement" means the German Security Purpose Agreement (Sicherungszweckerklärung) dated on or about the date hereof between the Pledgor, the Company, and the Pledgee.

"Signing Date" means May 15, 2024.

1.2 Interpretation. (1) References in this Agreement to any German statutory provision (including the GmbHG, the BGB, and the ZPO) shall be construed as references to such provision as amended, re-enacted, or replaced from time to time, including any successor provision, unless the context otherwise requires.

(2) The headings and sub-headings in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

(3) Words denoting the singular shall include the plural and vice versa, and words denoting any gender shall include all genders.

(4) References to "Sections," "Recitals," and "Schedules" are references to sections, recitals, and schedules of this Agreement, unless otherwise stated.

(5) This Agreement has been drafted and executed in the English language. In the event of any conflict or discrepancy between the English text of this Agreement and any translation thereof into German or any other language, the English text shall prevail.

(6) Where this Agreement refers to any other agreement or document, such reference shall be to such agreement or document as amended, restated, supplemented, or otherwise modified from time to time, unless expressly stated otherwise.

(7) Any reference to a "person" includes any individual, corporation, limited liability company, partnership, joint venture, association, trust, governmental authority, or other entity.

SECTION 2 PLEDGE OF SHARES

(VERPFÄNDUNG)

2.1 Creation of the Pledge

(1) The Pledgor hereby pledges (verpfändet hiermit) to the Pledgee, and the Pledgee hereby accepts (nimmt hiermit an) the pledge of, all of the Pledgor's right, title, and interest in and to the Pledged Shares — that is to say, the share (Geschäftsanteil) bearing sequential number 1 (laufende Nummer 1) in the Company with a nominal value of EUR 25,000.00 (in words: twenty-five thousand euros), representing one hundred percent (100%) of the registered share capital of the Company.

(2) The Pledge is created pursuant to Sections 1273 et seq. of the German Civil Code (BGB) in conjunction with Section 15(3) of the German Limited Liability Companies Act (GmbHG).

(3) The Pledge constitutes a first-ranking pledge (erstrangiges Pfandrecht) over the Pledged Shares. The Pledgor confirms that no prior-ranking or pari passu-ranking pledge, lien, encumbrance, or other security interest of any kind exists over the Pledged Shares as of the date of this Agreement.

2.2 Scope of the Pledge

The Pledge extends to, and the term "Pledged Shares" includes, all of the following:

(a) all rights attaching to the Pledged Shares as of the date hereof and as may arise in the future, including but not limited to:

(i) voting rights (Stimmrechte);

(ii) the right to receive dividends and other profit distributions (Gewinnausschüttungen);

(iii) the right to receive liquidation proceeds (Liquidationserlös);

(iv) subscription rights (Bezugsrechte) and pre-emption rights (Vorkaufsrechte);

(v) information and inspection rights (Informations- und Einsichtsrechte);

(vi) the right to participate in shareholders' meetings (Gesellschafterversammlungen); and

(vii) all other ancillary and accessory rights attaching to the Pledged Shares under the articles of association of the Company or under applicable law;

(b) all future shares (Geschäftsanteile) in the Company acquired by the Pledgor after the date hereof, including shares acquired by way of any capital increase (Kapitalerhöhung), whether by way of cash contributions (Bareinlage) or contributions in kind (Sacheinlage), and whether effected by the creation of new shares or by an increase in the nominal value of existing shares, subject to Section 2.4;

(c) any and all distributions, dividends (Gewinnausschüttungen), repayments of capital (Kapitalrückzahlungen), and other payments or proceeds of any kind made or to be made on or in respect of the Pledged Shares, including interim dividends, special distributions, and advance profit distributions (Vorabausschüttungen); and

(d) any and all proceeds from the sale, transfer, exchange, conversion, or other disposition of the Pledged Shares, including insurance proceeds payable in respect of the loss or destruction of share certificates (to the extent any are issued, which is not the case as of the date hereof, the Company's shares being non-certificated (unverbriefte Geschäftsanteile)).

2.3 Consent and Notification

The Company, represented by Katarina Bremer in her capacity as Managing Director, hereby:

(a) acknowledges receipt of this Agreement and expressly consents (stimmt zu) to the creation of the Pledge over the Pledged Shares in favor of the Pledgee, as set forth in this Section 2;

(b) confirms that the Company has received notification (Anzeige) of the Pledge from the Pledgor in accordance with Section 1280 of the German Civil Code (BGB), such notification being a condition for the effectiveness (Wirksamkeit) of the Pledge, and acknowledges that such notification has been duly and properly made by execution of this notarial deed;

(c) undertakes, for as long as this Agreement remains in effect, not to consent to, register, or otherwise facilitate any further pledge, lien, encumbrance, assignment, or other disposal of, or the creation of any third-party right over, the Pledged Shares, without the prior written consent of the Pledgee; and

(d) confirms and represents that, as of the date hereof, no prior pledge, lien, security interest, encumbrance, option, charge, assignment, or other third-party right of any nature whatsoever exists over the Pledged Shares, and that the Company has not been notified of any such right or any claim to the creation of any such right.

The Parties acknowledge that the notification requirement under Section 1280 BGB is satisfied by the joint execution of this notarial deed, which constitutes both the creation of the Pledge and the notification thereof to the Company.

2.4 Future Shares

(1) To the extent the Pledgor acquires, at any time after the date hereof, any additional shares (Geschäftsanteile) in the Company — whether by way of capital increase (Kapitalerhöhung), whether by way of cash contribution (Bareinlage) or contribution in kind (Sacheinlage), by way of acquisition from a third party, or by any other means — the Pledgor hereby pledges (verpfändet hiermit im Voraus), and the Pledgee hereby accepts, all such additional shares upon their acquisition by the Pledgor, effective immediately upon such acquisition without the need for any further act or declaration (to the extent such advance pledge is effective under applicable law).

(2) Without prejudice to paragraph (1) above, the Pledgor undertakes to execute, at its own cost and expense, any additional notarial deed or other documentation as may be required to perfect or confirm the pledge over any such additional shares, including notarization as required by Section 15(3) GmbHG, promptly upon the acquisition of such shares and in any event within ten (10) Business Days following such acquisition.

(3) The Pledgor undertakes to promptly notify the Pledgee in writing of (a) any proposed capital increase or other change in the share capital of the Company, (b) the issuance of any new shares in the Company, and (c) any change in the shareholders' list (Gesellschafterliste) filed with the Amtsgericht Frankfurt am Main, in each case no later than five (5) Business Days prior to the effective date of such capital increase or change (or, where prior notice is not practicable, as promptly as possible thereafter).

SECTION 3 SECURED OBLIGATIONS

(GESICHERTE VERBINDLICHKEITEN)

3.1 Secured Obligations

(1) The Pledge secures all present and future, actual and contingent, conditional and unconditional obligations of the Pledgor, the Company, Ironhaven Holdings Inc., and any other Loan Party arising under or in connection with the Credit Agreement, the Guarantee Agreement, the Parallel Debt and Security Trust Agreement, and any other Loan Document, as more particularly described in the Security Purpose Agreement (Sicherungszweckerklärung) (collectively, the "Secured Obligations").

(2) Without limiting the generality of paragraph (1) above, the Secured Obligations include:

(a) all principal amounts outstanding under the Credit Agreement from time to time, whether in respect of the USD Tranche ($675,000,000) or the EUR Sub-Tranche (€253,571,429), up to the aggregate commitment of $950,000,000;

(b) all interest accrued and accruing on such principal amounts, including interest at the applicable rate specified in the Credit Agreement (being, as of the date hereof, SOFR plus 425 basis points per annum for the USD Tranche and EURIBOR plus 425 basis points per annum for the EUR Sub-Tranche), as well as default interest at the rate of an additional 2.00% per annum above the otherwise applicable rate;

(c) all fees, commissions, costs, expenses, and other amounts owing under the Credit Agreement, including commitment fees, arrangement fees, agency fees, upfront fees, and amendment or waiver fees;

(d) all amounts owing under the Guarantee Agreement executed by Ironhaven Holdings Inc. as Parent Guarantor, including any amounts payable upon a demand under such guarantee;

(e) the Parallel Debt Claim owed to the Pledgee under the Parallel Debt and Security Trust Agreement;

(f) all amounts owing under any other Loan Document (as defined in the Credit Agreement), including any hedging agreements or cash management agreements to the extent designated as Secured Obligations thereunder; and

(g) all costs and expenses of enforcement of this Agreement or any other Loan Document, including reasonable attorneys' fees, notarial fees, court fees, and the fees and expenses of any receiver, administrator, or enforcement agent.

3.2 Maximum Secured Amount

(1) Notwithstanding any other provision of this Agreement, the Pledge secures the Secured Obligations up to a maximum amount (Höchstbetrag) equal to:

(a) the aggregate principal amount of the Credit Agreement, being Nine Hundred Fifty Million United States Dollars ($950,000,000); plus

(b) an additional amount equal to twenty percent (20%) thereof, being One Hundred Ninety Million United States Dollars ($190,000,000), to cover accrued interest, default interest, fees, costs, expenses, and all other amounts forming part of the Secured Obligations;

resulting in a total maximum secured amount of One Billion One Hundred Forty Million United States Dollars ($1,140,000,000) (or the Euro equivalent thereof at the prevailing EUR/USD exchange rate at the time of enforcement, as published by the European Central Bank).

(2) The specification of a maximum secured amount (Höchstbetrag) is intended solely for the purpose of limiting the scope of the Pledge as a matter of German law and shall not limit or reduce the personal liability of the Pledgor or the Company for the Secured Obligations under the Credit Agreement or any other Loan Document.

SECTION 4 REPRESENTATIONS AND WARRANTIES OF THE PLEDGOR

The Pledgor hereby represents and warrants to the Pledgee, as of the Signing Date and (unless otherwise stated) as of the Closing Date, as follows:

4.1 Corporate Existence and Authority

(1) The Pledgor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, United States of America, and has all requisite power and authority under its certificate of formation and limited liability company agreement to own its assets (including the Pledged Shares), to carry on its business as currently conducted, and to execute, deliver, and perform its obligations under this Agreement.

(2) The execution, delivery, and performance by the Pledgor of this Agreement have been duly authorized by all necessary corporate and organizational action on the part of the Pledgor, including by duly adopted written resolutions of the members of the Pledgor dated May 10, 2024 (copies of which have been provided to the Notary as Anlage 1). No further action, approval, consent, or authorization by any member, manager, officer, or other person is required in connection with the execution, delivery, or performance of this Agreement by the Pledgor.

4.2 Title and Ownership

(1) The Pledgor is the sole legal and beneficial owner (alleiniger rechtlicher und wirtschaftlicher Eigentümer) of the Pledged Shares and holds the same free and clear of any and all liens, pledges, charges, encumbrances, security interests, options, pre-emption rights, rights of first refusal, or other third-party rights of any nature, except for the Pledge created pursuant to this Agreement.

(2) The Pledged Shares represent one hundred percent (100%) of the registered share capital and one hundred percent (100%) of the voting rights in the Company. No other shares, equity interests, phantom equity, stock appreciation rights, profit participation rights (Genussrechte), or similar instruments have been issued by the Company.

(3) No option, warrant, conversion right, or other right to acquire shares or other equity interests in the Company has been granted to any third party, and no agreement exists obligating the Company or the Pledgor to issue, grant, or enter into any such right.

4.3 Validity and Enforceability

(1) This Agreement constitutes legal, valid, and binding obligations of the Pledgor, enforceable against the Pledgor in accordance with its terms, subject only to the effect of applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the rights of creditors generally and to general equitable principles (whether considered in a proceeding at law or in equity).

(2) The Pledge constitutes, or will upon satisfaction of the notification requirement under Section 1280 BGB constitute, a valid and effective first-ranking pledge (erstrangiges Pfandrecht) over the Pledged Shares. The notification requirement under Section 1280 BGB has been satisfied by the Company's acknowledgment and consent set forth in Section 2.3 of this Agreement.

4.4 No Conflicts

The execution, delivery, and performance of this Agreement by the Pledgor does not and will not:

(a) violate, conflict with, or result in a breach of any provision of the certificate of formation, limited liability company agreement, or other organizational documents of the Pledgor;

(b) violate or conflict with any applicable law, statute, regulation, rule, or ordinance of the State of Delaware, the United States of America, the Federal Republic of Germany, or any other relevant jurisdiction;

(c) violate, conflict with, result in a breach of, constitute a default under, or give rise to any right of termination, acceleration, or cancellation under any material agreement, contract, indenture, mortgage, or other instrument to which the Pledgor is a party or by which the Pledgor or any of its assets (including the Pledged Shares) is bound; or

(d) violate any order, judgment, injunction, decree, writ, or ruling of any court, tribunal, arbitral body, or governmental authority applicable to the Pledgor or the Pledged Shares.

4.5 Share Capital

(1) The registered share capital (Stammkapital) of the Company amounts to EUR 25,000.00 and has been fully paid up (voll eingezahlt) in cash. No repayment of capital contributions in violation of Section 30 GmbHG has been made.

(2) No capital increase (Kapitalerhöhung) or capital decrease (Kapitalherabsetzung) of the Company is currently pending, planned, or resolved.

(3) The most recent shareholders' list (Gesellschafterliste) filed with the commercial register of the Amtsgericht Frankfurt am Main accurately and completely reflects the Pledgor as the sole quotaholder of the Company holding one hundred percent (100%) of the registered share capital.

4.6 Sanctions Compliance

(1) The Pledgor represents and warrants that neither the Pledgor nor any of its direct or indirect subsidiaries, nor any of its or their respective directors, officers, employees, or (to the Pledgor's knowledge after due inquiry) agents, is a person that is, or is fifty percent (50%) or more owned or controlled by one or more persons that are:

(a) the target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), or included on OFAC's Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identifications List (the "SSI List"), or any other sanctions list maintained by OFAC;

(b) designated under the sanctions programs of the European Union, including but not limited to Council Regulation (EU) No. 269/2014 of 17 March 2014 concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty, and independence of Ukraine, as amended and supplemented;

(c) designated under the sanctions regime of the United Kingdom, as administered and enforced by His Majesty's Treasury's Office of Financial Sanctions Implementation ("OFSI"); or

(d) otherwise the target of any sanctions, restrictive measures, or anti-money laundering designations under the German Anti-Money Laundering Act (Geldwäschegesetz — "GwG") or any other applicable German, European Union, or international sanctions law or regulation.

(2) The Pledgor further represents that neither the Pledgor nor any of its subsidiaries is located, organized, or resident in, or conducts any business operations in, a country or territory that is the subject of comprehensive economic sanctions administered by OFAC, the European Union, or OFSI (including, as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine).

4.7 No Insolvency

(1) No insolvency proceedings (Insolvenzverfahren), including without limitation any application for the opening of insolvency proceedings (Insolvenzantrag), any self-administered insolvency proceedings (Eigenverwaltung), or any protective shield proceedings (Schutzschirmverfahren), have been filed, commenced, or threatened in respect of the Pledgor or the Company.

(2) Neither the Pledgor nor the Company is over-indebted (überschuldet) within the meaning of Section 19 of the German Insolvency Statute (Insolvenzordnung — "InsO") or unable to pay its debts as they fall due (zahlungsunfähig) within the meaning of Section 17 InsO, and neither the Pledgor nor the Company has any reason to believe that any such condition is imminent (drohende Zahlungsunfähigkeit) within the meaning of Section 18 InsO.

SECTION 5 COVENANTS OF THE PLEDGOR

The Pledgor covenants and agrees with the Pledgee as follows:

5.1 Maintenance of Shares

NOTARIELLE URKUNDE
(Notarial Deed)
SHARE PLEDGE AGREEMENT (Anteilsverpfändungsvertrag)
relating to all shares in Ironhaven Frankfurt GmbH (Amtsgericht Frankfurt am Main, HRB 129457)
Roll of Deeds No. (Urkundenrollennummer): URNr. __/2024
Date of Notarization: May 15, 2024
Place of Notarization: Frankfurt am Main, Federal Republic of Germany
Notary: Dr. Sebastian Reinhardt, Notary with his official seat in Frankfurt am Main, Bockenheimer Landstraße 51, 60325 Frankfurt am Main, Federal Republic of Germany.
On the fifteenth day of May in the year two thousand and twenty-four, before me, the undersigned Notary,
Dr. Sebastian Reinhardt
Notary with his official seat in Frankfurt am Main, maintaining his office at Bockenheimer Landstraße 51, 60325 Frankfurt am Main,
there appeared the persons identified below, having been verified as to their identity by their respective valid government-issued identification documents presented to me, which verification I hereby confirm.
This notarial deed is executed in accordance with the requirement set forth in Section 15(3) of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung — GmbHG), which mandates that any pledge of shares (Geschäftsanteile) in a German limited liability company (GmbH) must be notarized (notariell beurkundet).
Bilingual Note: This Agreement has been drafted and executed in the English language, which shall serve as the contractual language for all purposes. The appearing persons have confirmed to the Notary that they are sufficiently conversant in the English language to follow the reading and discussion of this deed without the assistance of an interpreter. A German translation of this Agreement may be prepared for purposes of filing with the Amtsgericht (local court maintaining the commercial register), the Grundbuchamt (land registry), or any other German authority or court, if and to the extent required. In the event of any discrepancy between the English original and any German translation, the English version shall prevail.
This Share Pledge Agreement is executed simultaneously with the Senior Secured Term Loan B Credit Agreement dated May 15, 2024, and the related German-law security documents described herein.
PARTIES TO THE AGREEMENT
The following persons appeared before the Notary:
1. The Pledgor
Ironhaven Data Centers LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware, United States of America, with its principal office and headquarters at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, United States of America, with its registered agent for service of process in the State of Delaware being Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904, United States of America, Employer Identification Number (EIN): 84-3291057 (hereinafter referred to as the "Pledgor"),
represented by:
(a) Marcus Delaine, born on March 22, 1974, business address: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, United States of America, identified by United States Passport No. 567823491, acting in his capacity as Chief Executive Officer of the Pledgor; and
(b) Jonathan Pryce-Williams, born on July 9, 1979, business address: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, United States of America, identified by United States Passport No. 482617305, acting in his capacity as General Counsel and Secretary of the Pledgor,
each acting pursuant to duly adopted resolutions of the members of Ironhaven Data Centers LLC dated May 10, 2024, authorizing the execution, delivery, and performance of this Agreement and all documents contemplated hereby. Copies of such member resolutions, duly certified by Jonathan Pryce-Williams as General Counsel and Secretary, have been presented to the Notary and are retained as an annex to this deed (Anlage 1).
The Pledgor acts in its capacity as the sole quotaholder (Alleingesellschafter) of Ironhaven Frankfurt GmbH, holding one hundred percent (100%) of the registered share capital and one hundred percent (100%) of the voting rights in such company.
2. The Pledgee / Security Trustee
Pinnacle Trust Company, N.A., a national trust company duly organized and existing under the laws of the United States of America, with its principal office at 101 Constitution Avenue NW, Washington, D.C. 20001, United States of America, acting through its London branch located at 25 Cannon Street, London EC4M 5TA, United Kingdom, for purposes of its role as Security Trustee under the German-law security package described herein (hereinafter referred to as the "Pledgee"),
represented by:
William Hargrove, born on November 14, 1971, business address: 101 Constitution Avenue NW, Washington, D.C. 20001, United States of America, identified by United States Passport No. 738291456, acting in his capacity as Senior Vice President, Corporate Trust, of the Pledgee,
acting pursuant to a duly executed power of attorney from Pinnacle Trust Company, N.A. dated May 8, 2024, a copy of which has been presented to the Notary and is retained as an annex to this deed (Anlage 2).
The Pledgee acts in its capacity as Collateral Agent and Security Trustee for the benefit of the Secured Parties (as defined herein) pursuant to (i) the Senior Secured Term Loan B Credit Agreement dated May 15, 2024 (the "Credit Agreement"), and (ii) the German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag) dated on or about the date hereof (the "Parallel Debt and Security Trust Agreement").
3. The Company (whose shares are pledged)
Ironhaven Frankfurt GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) duly organized under the laws of the Federal Republic of Germany, with its registered office (Sitz) at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main under registration number HRB 129457, German Tax Identification Number (Steuernummer): 045/127/98321, VAT Identification Number (Umsatzsteuer-Identifikationsnummer / USt-IdNr.): DE347891205 (hereinafter referred to as the "Company"),
having as its managing directors (Geschäftsführer):
(a) Marcus Delaine, as specified above; and
(b) Katarina Bremer, born on September 3, 1982, business address: Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, identified by Federal Republic of Germany Identity Card (Personalausweis) No. T72MK481R7, acting as local managing director (Geschäftsführerin) of the Company,
represented for purposes of acknowledging and consenting to the pledge created hereunder by:
Katarina Bremer, acting in her capacity as Managing Director of the Company, duly authorized to represent the Company individually (einzelvertretungsbefugt).
The Notary has pointed out to the appearing persons that Marcus Delaine is appearing in this deed in a dual capacity — namely, as a representative of the Pledgor and as a managing director of the Company — and that potential conflicts of interest may arise from such dual representation. The appearing persons have acknowledged this disclosure and have confirmed that they wish to proceed notwithstanding such potential conflict, and the Notary notes that the Company is represented for the purpose of consenting to the pledge by Katarina Bremer acting individually.
The Pledgor, the Pledgee, and the Company are hereinafter each referred to individually as a "Party" and collectively as the "Parties."
RECITALS
(VORBEMERKUNGEN)
The Parties set forth the following recitals, which form an integral part of this Agreement:
A. Background of the Company
(1) Ironhaven Frankfurt GmbH was duly formed under the laws of the Federal Republic of Germany and registered in the commercial register (Handelsregister) of the Amtsgericht Frankfurt am Main under registration number HRB 129457 on February 14, 2023.
(2) The business purpose of the Company, as set forth in its articles of association (Satzung), comprises the development, ownership, construction, operation, and management of hyperscale data center campus facilities, including co-location services, managed hosting services, and related infrastructure services, as well as the acquisition, holding, and management of real property and all related ancillary activities.
(3) The Company's primary asset is the Frankfurt Campus, a hyperscale data center campus facility located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, situated on real property recorded in the land register of the district court of Frankfurt am Main — East (Grundbuch von Frankfurt am Main-Ost), sheet (Blatt) 54321, cadastral district (Flur) 12, parcel (Flurstück) 789, comprising approximately 18.7 hectares (the "Frankfurt Campus"). The Frankfurt Campus is currently under development, with Phase 1 construction (approximately 72 MW of critical IT load capacity across four data halls) scheduled for completion by the fourth quarter of 2025.
(4) The Company is a wholly owned subsidiary of Ironhaven Data Centers LLC, the Pledgor, which holds one hundred percent (100%) of the Company's registered share capital.
B. Share Capital and Ownership
(1) The registered share capital (Stammkapital) of the Company amounts to EUR 25,000.00 (in words: twenty-five thousand euros).
(2) The entire share capital is held by the Pledgor, Ironhaven Data Centers LLC, as sole quotaholder (Alleingesellschafter), in a single share (Geschäftsanteil) with sequential number 1 (laufende Nummer 1), having a nominal value of EUR 25,000.00, representing one hundred percent (100%) of the registered share capital and one hundred percent (100%) of the voting rights in the Company.
(3) The most recent shareholders' list (Gesellschafterliste) filed with the commercial register of the Amtsgericht Frankfurt am Main, dated February 14, 2023, accurately reflects the Pledgor as the sole quotaholder of the Company. A copy of such shareholders' list has been presented to the Notary and is retained as an annex to this deed (Anlage 3).
(4) The registered share capital of the Company has been fully paid up (voll eingezahlt). No obligation to make further capital contributions (Nachschusspflicht) exists, except as may arise under mandatory provisions of the GmbHG.
C. The Credit Agreement and Secured Obligations
(1) On May 15, 2024, the following parties entered into a Senior Secured Term Loan B Credit Agreement (CUSIP: 46283LAA5) (the "Credit Agreement"):
(a) Ironhaven Data Centers LLC, as Borrower;
(b) Ironhaven Frankfurt GmbH, as Co-Borrower (with respect to the EUR Sub-Tranche, as defined below);
(c) Ironhaven Holdings Inc., a Delaware corporation, as Parent Guarantor;
(d) Crescent Harbor Bank, N.A., as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner;
(e) Pinnacle Trust Company, N.A., as Collateral Agent and Security Trustee; and
(f) a syndicate of Lenders (as defined below).
(2) The Credit Agreement provides for an aggregate principal amount of Nine Hundred Fifty Million United States Dollars ($950,000,000), structured as follows:
(a) a USD Tranche in the aggregate principal amount of Six Hundred Seventy-Five Million United States Dollars ($675,000,000), drawn in United States Dollars; and
(b) a 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 the EUR/USD exchange rate of 1.0846 as of the date of the Credit Agreement.
(3) The EUR Sub-Tranche is designated for the purpose of funding the construction, development, and equipping of the Frankfurt Campus. Ironhaven Frankfurt GmbH is the Co-Borrower under the Credit Agreement with respect to the EUR Sub-Tranche and is jointly and severally liable with the Borrower for all amounts drawn thereunder.
(4) The Lenders party to the Credit Agreement and their respective commitments are as follows:
(5) The Credit Agreement is governed by the laws of the State of New York, United States of America. This Agreement and all other German-law security documents are governed by the laws of the Federal Republic of Germany.
D. The German Security Package
(1) In connection with the Credit Agreement, and as a condition precedent to the initial funding of the EUR Sub-Tranche, the Parties and certain of their affiliates have entered into, or will enter into on or about the date hereof, a comprehensive German-law security package (deutschrechtliches Sicherheitenpaket), comprising the following security documents:
(a) a German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag), under which the Pledgor and the Company have acknowledged a parallel debt (abstraktes Schuldversprechen) in favor of the Pledgee (the "Parallel Debt and Security Trust Agreement");
(b) a German Land Charge Agreement (Grundschuldbestellungsurkunde), pursuant to which a first-ranking land charge (Buchgrundschuld) in the amount of EUR 270,000,000.00 plus interest of 15% per annum has been or will be registered over the Frankfurt Campus parcel recorded in the Grundbuch von Frankfurt am Main-Ost, sheet 54321, cadastral district 12, parcel 789;
(c) a German Global Assignment of Receivables (Globalzession), pursuant to which the Company has assigned all present and future trade receivables, insurance claims, and intercompany receivables to the Pledgee;
(d) a German Account Pledge Agreement (Kontoverpfändung), pursuant to which all bank accounts maintained by the Company at NordBrücke AG, Frankfurt am Main branch, have been pledged to the Pledgee;
(e) a German Security Transfer of Movable Assets (Sicherungsübereignungsvertrag), pursuant to which all movable assets located on the Frankfurt Campus, including data center equipment, cooling infrastructure, power distribution units, and uninterruptible power supply systems, have been transferred by way of security to the Pledgee;
(f) this Share Pledge Agreement (Anteilsverpfändungsvertrag), pursuant to which the Pledgor pledges all of its shares in the Company to the Pledgee; and
(g) a German Security Purpose Agreement (Sicherungszweckerklärung), which sets forth the overarching security purpose for all German-law security documents and governs the relationship between the security interest created hereunder and the Secured Obligations.
E. The Parallel Debt Structure
(1) The Pledgee acts as Security Trustee under the Parallel Debt and Security Trust Agreement. Under the terms of such agreement, the Pledgor and the Company have acknowledged a parallel debt (abstraktes Schuldversprechen) owed to the Pledgee in an amount equal to the aggregate Secured Obligations outstanding at any time.
(2) The Parallel Debt Claim constitutes an independent claim (eigenständiger Anspruch) of the Pledgee against the Pledgor and the Company, separate from but mirroring the claims of the Lenders under the Credit Agreement. The share pledge created under this Agreement secures the Parallel Debt Claim of the Pledgee, which structure is customary under German law to enable a single security trustee (Sicherheitentreuhänder) to hold security interests for the benefit of a syndicate of lenders without requiring each individual lender to be named as a pledgee.
(3) The Parties acknowledge that the Parallel Debt structure has been reviewed and confirmed by the Pledgee's German counsel, Wendt Falkenberg Rechtsanwälte PartG mbB, Frankfurt am Main, and is consistent with accepted German market practice for syndicated lending transactions.
F. Purpose of this Agreement
(1) The Pledgor wishes to pledge, and the Pledgee wishes to accept the pledge of, the Pledgor's entire shareholding in the Company — being one hundred percent (100%) of the registered share capital — as security for the Secured Obligations, as defined herein and in the Security Purpose Agreement (Sicherungszweckerklärung).
(2) This Agreement, together with the other components of the German-law security package, forms part of the collateral structure supporting the Credit Agreement and is intended to provide the Secured Parties with first-ranking security over the shares in the Company.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1
DEFINITIONS AND INTERPRETATION
1.1 Definitions.  In this Agreement, the following terms shall have the meanings set forth below, unless the context otherwise requires:
"Agreement" means this Share Pledge Agreement (Anteilsverpfändungsvertrag), including all Schedules attached hereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with Section 9.5.
"Business Day" means a day (other than a Saturday, Sunday, or public holiday) on which commercial banks are open for general business in each of Frankfurt am Main, Germany; New York, New York, United States of America; and London, United Kingdom.
"Closing Date" means June 3, 2024, being the date on which the conditions precedent to the initial funding under the Credit Agreement are expected to be satisfied or waived.
"Company" means Ironhaven Frankfurt GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, registered in the commercial register of the Amtsgericht Frankfurt am Main under registration number HRB 129457, with its registered office at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany.
"Credit Agreement" means the Senior Secured Term Loan B Credit Agreement dated May 15, 2024 (CUSIP: 46283LAA5), 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 party thereto, as the same may be amended, restated, supplemented, extended, renewed, refinanced, replaced, or otherwise modified from time to time.
"Enforcement Event" means an Event of Default (as defined in Section 8.01 of the Credit Agreement) that is continuing and in respect of which the Pledgee, acting on the instructions of the Required Lenders (as defined in the Credit Agreement), has declared the Secured Obligations to be immediately due and payable in accordance with the terms of the Credit Agreement.
"GmbHG" means the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung), as amended from time to time.
"BGB" means the German Civil Code (Bürgerliches Gesetzbuch), as amended from time to time.
"ZPO" means the German Code of Civil Procedure (Zivilprozessordnung), as amended from time to time.
"Lenders" means the lenders from time to time party to the Credit Agreement, which as of the date hereof comprise: (i) Crescent Harbor Bank, N.A. (commitment: $200,000,000); (ii) Ridgeline National Bank (commitment: $175,000,000); (iii) Marlowe Asset Management Meridian Capital, LLC (commitment: $150,000,000); (iv) Atlas Peak Credit Partners, LP (commitment: $125,000,000); (v) NordBrücke AG (commitment: $150,000,000, allocated entirely to the EUR Sub-Tranche); (vi) Pacific Rim Institutional Lending Corp. (commitment: $75,000,000); and (vii) Osprey Insurance Capital, Ltd. (commitment: $75,000,000), together with any assignees or successors thereto under the Credit Agreement.
"Parallel Debt Claim" means the parallel debt claim (Parallelschuld) of the Pledgee arising under Section 2 of the Parallel Debt and Security Trust Agreement, being an independent abstract payment obligation (abstraktes Schuldversprechen) owed by the Pledgor and the Company to the Pledgee in an amount equal, at any time, to the aggregate amount of the Secured Obligations then outstanding.
"Parallel Debt and Security Trust Agreement" means the German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag) dated on or about the date hereof between the Pledgor, the Company, and the Pledgee.
"Pledge" means the first-ranking pledge (erstrangiges Pfandrecht) over the Pledged Shares created pursuant to Section 2 of this Agreement.
"Pledged Shares" means the share (Geschäftsanteil) in the Company with sequential number 1 (laufende Nummer 1) in the nominal amount of EUR 25,000.00, representing one hundred percent (100%) of the registered share capital of the Company, together with all rights attaching thereto and all additional shares as described in Section 2.4, and as further detailed in Schedule 1.
"Pledgee" means Pinnacle Trust Company, N.A., acting through its London branch, in its capacity as Collateral Agent and Security Trustee for the benefit of the Secured Parties.
"Pledgor" means Ironhaven Data Centers LLC, a limited liability company organized under the laws of the State of Delaware, United States of America.
"Secured Obligations" means all present and future, actual and contingent, monetary and non-monetary obligations of the Pledgor, the Company, Ironhaven Holdings Inc., and any other Loan Party (as defined in the Credit Agreement) under or in connection with the Credit Agreement, the Guarantee Agreement (as defined in the Credit Agreement), the Parallel Debt and Security Trust Agreement, and any other Loan Document (as defined in the Credit Agreement), including without limitation the Parallel Debt Claim, as more particularly described in the Security Purpose Agreement.
"Secured Parties" means, collectively, (i) Crescent Harbor Bank, N.A., in its capacity as Administrative Agent, (ii) Pinnacle Trust Company, N.A., in its capacity as Collateral Agent and Security Trustee, and (iii) all Lenders from time to time party to the Credit Agreement, together with their respective successors and permitted assigns.
"Security Purpose Agreement" means the German Security Purpose Agreement (Sicherungszweckerklärung) dated on or about the date hereof between the Pledgor, the Company, and the Pledgee.
"Signing Date" means May 15, 2024.
1.2 Interpretation.  (1) References in this Agreement to any German statutory provision (including the GmbHG, the BGB, and the ZPO) shall be construed as references to such provision as amended, re-enacted, or replaced from time to time, including any successor provision, unless the context otherwise requires.
(2) The headings and sub-headings in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
(3) Words denoting the singular shall include the plural and vice versa, and words denoting any gender shall include all genders.
(4) References to "Sections," "Recitals," and "Schedules" are references to sections, recitals, and schedules of this Agreement, unless otherwise stated.
(5) This Agreement has been drafted and executed in the English language. In the event of any conflict or discrepancy between the English text of this Agreement and any translation thereof into German or any other language, the English text shall prevail.
(6) Where this Agreement refers to any other agreement or document, such reference shall be to such agreement or document as amended, restated, supplemented, or otherwise modified from time to time, unless expressly stated otherwise.
(7) Any reference to a "person" includes any individual, corporation, limited liability company, partnership, joint venture, association, trust, governmental authority, or other entity.
SECTION 2
PLEDGE OF SHARES
(VERPFÄNDUNG)
2.1 Creation of the Pledge
(1) The Pledgor hereby pledges (verpfändet hiermit) to the Pledgee, and the Pledgee hereby accepts (nimmt hiermit an) the pledge of, all of the Pledgor's right, title, and interest in and to the Pledged Shares — that is to say, the share (Geschäftsanteil) bearing sequential number 1 (laufende Nummer 1) in the Company with a nominal value of EUR 25,000.00 (in words: twenty-five thousand euros), representing one hundred percent (100%) of the registered share capital of the Company.
(2) The Pledge is created pursuant to Sections 1273 et seq. of the German Civil Code (BGB) in conjunction with Section 15(3) of the German Limited Liability Companies Act (GmbHG).
(3) The Pledge constitutes a first-ranking pledge (erstrangiges Pfandrecht) over the Pledged Shares. The Pledgor confirms that no prior-ranking or pari passu-ranking pledge, lien, encumbrance, or other security interest of any kind exists over the Pledged Shares as of the date of this Agreement.
2.2 Scope of the Pledge
The Pledge extends to, and the term "Pledged Shares" includes, all of the following:
(a) all rights attaching to the Pledged Shares as of the date hereof and as may arise in the future, including but not limited to:
(i) voting rights (Stimmrechte);
(ii) the right to receive dividends and other profit distributions (Gewinnausschüttungen);
(iii) the right to receive liquidation proceeds (Liquidationserlös);
(iv) subscription rights (Bezugsrechte) and pre-emption rights (Vorkaufsrechte);
(v) information and inspection rights (Informations- und Einsichtsrechte);
(vi) the right to participate in shareholders' meetings (Gesellschafterversammlungen); and
(vii) all other ancillary and accessory rights attaching to the Pledged Shares under the articles of association of the Company or under applicable law;
(b) all future shares (Geschäftsanteile) in the Company acquired by the Pledgor after the date hereof, including shares acquired by way of any capital increase (Kapitalerhöhung), whether by way of cash contributions (Bareinlage) or contributions in kind (Sacheinlage), and whether effected by the creation of new shares or by an increase in the nominal value of existing shares, subject to Section 2.4;
(c) any and all distributions, dividends (Gewinnausschüttungen), repayments of capital (Kapitalrückzahlungen), and other payments or proceeds of any kind made or to be made on or in respect of the Pledged Shares, including interim dividends, special distributions, and advance profit distributions (Vorabausschüttungen); and
(d) any and all proceeds from the sale, transfer, exchange, conversion, or other disposition of the Pledged Shares, including insurance proceeds payable in respect of the loss or destruction of share certificates (to the extent any are issued, which is not the case as of the date hereof, the Company's shares being non-certificated (unverbriefte Geschäftsanteile)).
2.3 Consent and Notification
The Company, represented by Katarina Bremer in her capacity as Managing Director, hereby:
(a) acknowledges receipt of this Agreement and expressly consents (stimmt zu) to the creation of the Pledge over the Pledged Shares in favor of the Pledgee, as set forth in this Section 2;
(b) confirms that the Company has received notification (Anzeige) of the Pledge from the Pledgor in accordance with Section 1280 of the German Civil Code (BGB), such notification being a condition for the effectiveness (Wirksamkeit) of the Pledge, and acknowledges that such notification has been duly and properly made by execution of this notarial deed;
(c) undertakes, for as long as this Agreement remains in effect, not to consent to, register, or otherwise facilitate any further pledge, lien, encumbrance, assignment, or other disposal of, or the creation of any third-party right over, the Pledged Shares, without the prior written consent of the Pledgee; and
(d) confirms and represents that, as of the date hereof, no prior pledge, lien, security interest, encumbrance, option, charge, assignment, or other third-party right of any nature whatsoever exists over the Pledged Shares, and that the Company has not been notified of any such right or any claim to the creation of any such right.
The Parties acknowledge that the notification requirement under Section 1280 BGB is satisfied by the joint execution of this notarial deed, which constitutes both the creation of the Pledge and the notification thereof to the Company.
2.4 Future Shares
(1) To the extent the Pledgor acquires, at any time after the date hereof, any additional shares (Geschäftsanteile) in the Company — whether by way of capital increase (Kapitalerhöhung), whether by way of cash contribution (Bareinlage) or contribution in kind (Sacheinlage), by way of acquisition from a third party, or by any other means — the Pledgor hereby pledges (verpfändet hiermit im Voraus), and the Pledgee hereby accepts, all such additional shares upon their acquisition by the Pledgor, effective immediately upon such acquisition without the need for any further act or declaration (to the extent such advance pledge is effective under applicable law).
(2) Without prejudice to paragraph (1) above, the Pledgor undertakes to execute, at its own cost and expense, any additional notarial deed or other documentation as may be required to perfect or confirm the pledge over any such additional shares, including notarization as required by Section 15(3) GmbHG, promptly upon the acquisition of such shares and in any event within ten (10) Business Days following such acquisition.
(3) The Pledgor undertakes to promptly notify the Pledgee in writing of (a) any proposed capital increase or other change in the share capital of the Company, (b) the issuance of any new shares in the Company, and (c) any change in the shareholders' list (Gesellschafterliste) filed with the Amtsgericht Frankfurt am Main, in each case no later than five (5) Business Days prior to the effective date of such capital increase or change (or, where prior notice is not practicable, as promptly as possible thereafter).
SECTION 3
SECURED OBLIGATIONS
(GESICHERTE VERBINDLICHKEITEN)
3.1 Secured Obligations
(1) The Pledge secures all present and future, actual and contingent, conditional and unconditional obligations of the Pledgor, the Company, Ironhaven Holdings Inc., and any other Loan Party arising under or in connection with the Credit Agreement, the Guarantee Agreement, the Parallel Debt and Security Trust Agreement, and any other Loan Document, as more particularly described in the Security Purpose Agreement (Sicherungszweckerklärung) (collectively, the "Secured Obligations").
(2) Without limiting the generality of paragraph (1) above, the Secured Obligations include:
(a) all principal amounts outstanding under the Credit Agreement from time to time, whether in respect of the USD Tranche ($675,000,000) or the EUR Sub-Tranche (€253,571,429), up to the aggregate commitment of $950,000,000;
(b) all interest accrued and accruing on such principal amounts, including interest at the applicable rate specified in the Credit Agreement (being, as of the date hereof, SOFR plus 425 basis points per annum for the USD Tranche and EURIBOR plus 425 basis points per annum for the EUR Sub-Tranche), as well as default interest at the rate of an additional 2.00% per annum above the otherwise applicable rate;
(c) all fees, commissions, costs, expenses, and other amounts owing under the Credit Agreement, including commitment fees, arrangement fees, agency fees, upfront fees, and amendment or waiver fees;
(d) all amounts owing under the Guarantee Agreement executed by Ironhaven Holdings Inc. as Parent Guarantor, including any amounts payable upon a demand under such guarantee;
(e) the Parallel Debt Claim owed to the Pledgee under the Parallel Debt and Security Trust Agreement;
(f) all amounts owing under any other Loan Document (as defined in the Credit Agreement), including any hedging agreements or cash management agreements to the extent designated as Secured Obligations thereunder; and
(g) all costs and expenses of enforcement of this Agreement or any other Loan Document, including reasonable attorneys' fees, notarial fees, court fees, and the fees and expenses of any receiver, administrator, or enforcement agent.
3.2 Maximum Secured Amount
(1) Notwithstanding any other provision of this Agreement, the Pledge secures the Secured Obligations up to a maximum amount (Höchstbetrag) equal to:
(a) the aggregate principal amount of the Credit Agreement, being Nine Hundred Fifty Million United States Dollars ($950,000,000); plus
(b) an additional amount equal to twenty percent (20%) thereof, being One Hundred Ninety Million United States Dollars ($190,000,000), to cover accrued interest, default interest, fees, costs, expenses, and all other amounts forming part of the Secured Obligations;
resulting in a total maximum secured amount of One Billion One Hundred Forty Million United States Dollars ($1,140,000,000) (or the Euro equivalent thereof at the prevailing EUR/USD exchange rate at the time of enforcement, as published by the European Central Bank).
(2) The specification of a maximum secured amount (Höchstbetrag) is intended solely for the purpose of limiting the scope of the Pledge as a matter of German law and shall not limit or reduce the personal liability of the Pledgor or the Company for the Secured Obligations under the Credit Agreement or any other Loan Document.
SECTION 4
REPRESENTATIONS AND WARRANTIES OF THE PLEDGOR
The Pledgor hereby represents and warrants to the Pledgee, as of the Signing Date and (unless otherwise stated) as of the Closing Date, as follows:
4.1 Corporate Existence and Authority
(1) The Pledgor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, United States of America, and has all requisite power and authority under its certificate of formation and limited liability company agreement to own its assets (including the Pledged Shares), to carry on its business as currently conducted, and to execute, deliver, and perform its obligations under this Agreement.
(2) The execution, delivery, and performance by the Pledgor of this Agreement have been duly authorized by all necessary corporate and organizational action on the part of the Pledgor, including by duly adopted written resolutions of the members of the Pledgor dated May 10, 2024 (copies of which have been provided to the Notary as Anlage 1). No further action, approval, consent, or authorization by any member, manager, officer, or other person is required in connection with the execution, delivery, or performance of this Agreement by the Pledgor.
4.2 Title and Ownership
(1) The Pledgor is the sole legal and beneficial owner (alleiniger rechtlicher und wirtschaftlicher Eigentümer) of the Pledged Shares and holds the same free and clear of any and all liens, pledges, charges, encumbrances, security interests, options, pre-emption rights, rights of first refusal, or other third-party rights of any nature, except for the Pledge created pursuant to this Agreement.
(2) The Pledged Shares represent one hundred percent (100%) of the registered share capital and one hundred percent (100%) of the voting rights in the Company. No other shares, equity interests, phantom equity, stock appreciation rights, profit participation rights (Genussrechte), or similar instruments have been issued by the Company.
(3) No option, warrant, conversion right, or other right to acquire shares or other equity interests in the Company has been granted to any third party, and no agreement exists obligating the Company or the Pledgor to issue, grant, or enter into any such right.
4.3 Validity and Enforceability
(1) This Agreement constitutes legal, valid, and binding obligations of the Pledgor, enforceable against the Pledgor in accordance with its terms, subject only to the effect of applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the rights of creditors generally and to general equitable principles (whether considered in a proceeding at law or in equity).
(2) The Pledge constitutes, or will upon satisfaction of the notification requirement under Section 1280 BGB constitute, a valid and effective first-ranking pledge (erstrangiges Pfandrecht) over the Pledged Shares. The notification requirement under Section 1280 BGB has been satisfied by the Company's acknowledgment and consent set forth in Section 2.3 of this Agreement.
4.4 No Conflicts
The execution, delivery, and performance of this Agreement by the Pledgor does not and will not:
(a) violate, conflict with, or result in a breach of any provision of the certificate of formation, limited liability company agreement, or other organizational documents of the Pledgor;
(b) violate or conflict with any applicable law, statute, regulation, rule, or ordinance of the State of Delaware, the United States of America, the Federal Republic of Germany, or any other relevant jurisdiction;
(c) violate, conflict with, result in a breach of, constitute a default under, or give rise to any right of termination, acceleration, or cancellation under any material agreement, contract, indenture, mortgage, or other instrument to which the Pledgor is a party or by which the Pledgor or any of its assets (including the Pledged Shares) is bound; or
(d) violate any order, judgment, injunction, decree, writ, or ruling of any court, tribunal, arbitral body, or governmental authority applicable to the Pledgor or the Pledged Shares.
4.5 Share Capital
(1) The registered share capital (Stammkapital) of the Company amounts to EUR 25,000.00 and has been fully paid up (voll eingezahlt) in cash. No repayment of capital contributions in violation of Section 30 GmbHG has been made.
(2) No capital increase (Kapitalerhöhung) or capital decrease (Kapitalherabsetzung) of the Company is currently pending, planned, or resolved.
(3) The most recent shareholders' list (Gesellschafterliste) filed with the commercial register of the Amtsgericht Frankfurt am Main accurately and completely reflects the Pledgor as the sole quotaholder of the Company holding one hundred percent (100%) of the registered share capital.
4.6 Sanctions Compliance
(1) The Pledgor represents and warrants that neither the Pledgor nor any of its direct or indirect subsidiaries, nor any of its or their respective directors, officers, employees, or (to the Pledgor's knowledge after due inquiry) agents, is a person that is, or is fifty percent (50%) or more owned or controlled by one or more persons that are:
(a) the target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), or included on OFAC's Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identifications List (the "SSI List"), or any other sanctions list maintained by OFAC;
(b) designated under the sanctions programs of the European Union, including but not limited to Council Regulation (EU) No. 269/2014 of 17 March 2014 concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty, and independence of Ukraine, as amended and supplemented;
(c) designated under the sanctions regime of the United Kingdom, as administered and enforced by His Majesty's Treasury's Office of Financial Sanctions Implementation ("OFSI"); or
(d) otherwise the target of any sanctions, restrictive measures, or anti-money laundering designations under the German Anti-Money Laundering Act (Geldwäschegesetz — "GwG") or any other applicable German, European Union, or international sanctions law or regulation.
(2) The Pledgor further represents that neither the Pledgor nor any of its subsidiaries is located, organized, or resident in, or conducts any business operations in, a country or territory that is the subject of comprehensive economic sanctions administered by OFAC, the European Union, or OFSI (including, as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine).
4.7 No Insolvency
(1) No insolvency proceedings (Insolvenzverfahren), including without limitation any application for the opening of insolvency proceedings (Insolvenzantrag), any self-administered insolvency proceedings (Eigenverwaltung), or any protective shield proceedings (Schutzschirmverfahren), have been filed, commenced, or threatened in respect of the Pledgor or the Company.
(2) Neither the Pledgor nor the Company is over-indebted (überschuldet) within the meaning of Section 19 of the German Insolvency Statute (Insolvenzordnung — "InsO") or unable to pay its debts as they fall due (zahlungsunfähig) within the meaning of Section 17 InsO, and neither the Pledgor nor the Company has any reason to believe that any such condition is imminent (drohende Zahlungsunfähigkeit) within the meaning of Section 18 InsO.
SECTION 5
COVENANTS OF THE PLEDGOR
The Pledgor covenants and agrees with the Pledgee as follows:
5.1 Maintenance of Shares
(1) The Pledgor shall maintain the Pledged Shares free and clear of all liens, pledges, charges, encumbrances, security interests, and other third-party rights of any nature, other than the Pledge created pursuant to this Agreement.
(2) The Pledgor shall not sell, assign, transfer, convey, mortgage, charge, sub-pledge, or otherwise dispose of or create any encumbrance over the Pledged Shares or any interest therein, whether by operation of law or otherwise, without the prior written consent of the Pledgee. Any purported disposal in violation of this Section 5.1 shall be void and of no effect as against the Pledgee.
5.2 No Amendments to Articles of Association
The Pledgor shall not, and shall procure that the Company does not, amend, supplement, restate, or otherwise modify the articles of association (Satzung) of the Company in any manner that would or could reasonably be expected to materially adversely affect the rights of the Pledgee under this Agreement, the value of the Pledged Shares, or the enforceability of the Pledge, without the prior written consent of the Pledgee. Without limiting the foregoing, the Pledgor shall not permit any amendment to the Company's articles of association that would restrict the transferability of the shares, impose additional consent requirements for pledges, or alter the distribution rights attaching to the Pledged Shares.
5.3 Capital Increases
(1) The Pledgor shall not permit, authorize, or vote in favor of any capital increase (Kapitalerhöhung) of the Company, whether by way of cash contribution or contribution in kind, without the prior written consent of the Pledgee, unless such capital increase is mandatorily required by applicable law and cannot lawfully be avoided.
(2) If any capital increase is effected with the consent of the Pledgee or as required by mandatory law, the Pledgor shall:
(a) subscribe for its full pro rata share of any new shares issued in connection with such capital increase;
(b) immediately pledge all such newly acquired shares to the Pledgee pursuant to a supplemental notarial deed, in form and substance satisfactory to the Pledgee, and on terms consistent with this Agreement; and
(c) promptly deliver to the Pledgee certified copies of all corporate resolutions, registration confirmations, and updated shareholders' lists relating to such capital increase.
5.4 Dividends and Distributions
(1) Prior to the occurrence of an Enforcement Event: The Pledgor may exercise its right to receive dividends (Gewinnausschüttungen) and other distributions from the Company in the ordinary course, subject to and in compliance with the restrictions contained in the Credit Agreement. The Parties acknowledge that the Credit Agreement contains, among other things, the following financial covenants that must be satisfied as a condition to the payment of dividends and distributions: (a) a maximum Net Leverage Ratio of 6.00 to 1.00, and (b) a minimum Interest Coverage Ratio of 2.00 to 1.00, in each case measured as of the last day of the most recently completed fiscal quarter for which financial statements have been delivered. The Pledgor shall not declare, pay, or receive any dividend or other distribution that would result in a breach of any such covenant.
(2) After the occurrence of an Enforcement Event: Upon the occurrence and during the continuance of an Enforcement Event, all dividends, distributions, and other payments of any nature made or to be made on or in respect of the Pledged Shares shall be paid directly to a bank account designated by the Pledgee in writing (the "Enforcement Account") and shall be applied in accordance with the waterfall provisions of the Credit Agreement. The Pledgor hereby irrevocably instructs the Company to make all such payments directly to the Enforcement Account upon receipt of written notice from the Pledgee that an Enforcement Event has occurred and is continuing. The Company, by its execution of this Agreement, acknowledges this instruction and agrees to comply therewith.
5.5 Voting Rights
(1) Prior to the occurrence of an Enforcement Event: The Pledgor shall retain and may exercise all voting rights (Stimmrechte) attached to the Pledged Shares; provided, however, that the Pledgor shall exercise such voting rights in a manner consistent with its obligations under this Agreement and the Credit Agreement, and shall not exercise such voting rights in a manner that would be materially adverse to the interests of the Pledgee or the Secured Parties or that would impair the value of the Pledged Shares or the enforceability of the Pledge.
(2) After the occurrence of an Enforcement Event: Upon the occurrence and during the continuance of an Enforcement Event, the Pledgee shall be entitled to exercise all voting rights attached to the Pledged Shares in the name and on behalf of the Pledgor, to the exclusion of the Pledgor. The Pledgor hereby irrevocably authorizes the Pledgee to exercise such voting rights and to take any and all actions in connection therewith, including attending and voting at shareholders' meetings, executing written resolutions in lieu of meetings, and instructing the managing directors of the Company, all as the Pledgee may determine in its sole discretion. The Company, by its execution of this Agreement, acknowledges and consents to this provision.
5.6 Information and Notification
The Pledgor shall promptly (and in any event within five (5) Business Days) notify the Pledgee in writing of any event or circumstance that may materially adversely affect the Pledge, the Pledged Shares, or the value thereof, including but not limited to:
(a) any litigation, arbitration, administrative, regulatory, or other proceedings commenced, pending, or threatened against or involving the Company or the Pledged Shares;
(b) any application for insolvency (Insolvenzantrag) or any event constituting over-indebtedness (Überschuldung) or inability to pay debts as they fall due (Zahlungsunfähigkeit) of the Pledgor or the Company;
(c) any proposed or actual capital increase, capital decrease, or other change in the share capital of the Company;
(d) any proposed or actual amendment to the articles of association of the Company;
(e) any proposed or actual change to the shareholders' list (Gesellschafterliste) filed with the Amtsgericht Frankfurt am Main;
(f) any change in the managing directors (Geschäftsführer) of the Company;
(g) any actual or alleged breach of any representation, warranty, or covenant contained in this Agreement; and
(h) any event that constitutes, or with the giving of notice or lapse of time or both would constitute, an Event of Default under the Credit Agreement.
5.7 Further Assurances
The Pledgor shall, at its own cost and expense, promptly execute and deliver to the Pledgee any and all further instruments, documents, deeds, certificates, opinions, and agreements, and take any and all further actions, as the Pledgee may from time to time reasonably request in order to:
(a) perfect, protect, maintain, preserve, or enforce the Pledge and the rights of the Pledgee under this Agreement;
(b) create, perfect, or protect any additional security interest over the Pledged Shares or any other shares in the Company acquired by the Pledgor;
(c) cause the Pledge to be noted on the shareholders' list of the Company or in any other register or record;
(d) comply with any applicable legal or regulatory requirement; or
(e) give effect to the intent and purpose of this Agreement.
5.8 Transparenzregister Filing
(1) The Pledgor confirms that Ironhaven Frankfurt GmbH has duly filed all required beneficial ownership information (Angaben zum wirtschaftlich Berechtigten) with the German Transparency Register (Transparenzregister) maintained by the Federal Office of Administration (Bundesverwaltungsamt) as required under the German Anti-Money Laundering Act (Geldwäschegesetz — GwG), including the identification of Ironhaven Data Centers LLC as the legal owner of one hundred percent (100%) of the shares and the identification of any natural persons exercising ultimate control.
(2) The Pledgor undertakes to ensure that such filing is maintained and updated promptly upon the occurrence of any change in the beneficial ownership structure of the Company, and in any event within the periods prescribed by the GwG.
SECTION 6
ENFORCEMENT OF THE PLEDGE
(VERWERTUNG)
6.1 Right of Enforcement
(1) Upon the occurrence and during the continuance of an Enforcement Event, the Pledgee shall be entitled to enforce the Pledge in accordance with the provisions of this Section 6 and applicable German law, including Sections 1277 et seq. BGB in conjunction with Sections 1273 et seq. BGB and Sections 1204 et seq. BGB.
(2) The Pledgee shall provide written notice to the Pledgor of its intention to enforce the Pledge, specifying the Enforcement Event that has occurred and stating that the Secured Obligations have been declared immediately due and payable. The Pledgee shall allow a period of one (1) month from the date of such notice before commencing enforcement, to the extent required by Section 1234 BGB (or such shorter period as may be permitted by applicable law or agreed by the Pledgor).
6.2 Methods of Enforcement
The Pledgee may realize the Pledged Shares by any one or more of the following methods, as the Pledgee may determine in its sole discretion:
(a) Public auction (öffentliche Versteigerung): The Pledged Shares may be sold at a public auction pursuant to Section 1277 BGB in conjunction with Sections 1233 et seq. BGB. The auction shall be conducted by a publicly appointed auctioneer or by such other person authorized under applicable law to conduct public auctions. The Pledgee shall be entitled to participate in any such auction as a bidder.
(b) Private sale (freihändiger Verkauf): The Pledged Shares may be sold by way of private sale, if and to the extent such sale is permitted by applicable law, authorized by a competent court pursuant to Section 1246 BGB (by analogy), or consented to in advance by the Pledgor. The Pledgor hereby consents, to the maximum extent permitted by applicable law, to the sale of the Pledged Shares by way of private sale at a price determined by the Pledgee in good faith to reflect the fair market value of the Pledged Shares.
(c) Appropriation (Aneignung): The Pledgee may appropriate the Pledged Shares for itself, crediting the value thereof against the Secured Obligations, to the extent such appropriation is permitted by applicable law and subject to any applicable court approval requirements.
(d) Other methods: The Pledgee may enforce the Pledge by any other method of enforcement available under applicable German law, including by obtaining an enforceable title (Vollstreckungstitel) from a competent court and proceeding with compulsory execution (Zwangsvollstreckung) in accordance with the ZPO.
6.3 Application of Proceeds
(1) The net proceeds of any enforcement of the Pledge shall be applied in the following order of priority:
(a) first, in payment of all costs and expenses incurred by the Pledgee in connection with the enforcement, including all legal fees, notarial fees, court fees, auctioneer's fees, and any other amounts payable in connection with the realization of the Pledged Shares;
(b) second, in payment of the Secured Obligations in accordance with the waterfall provisions set forth in Section 2.18 of the Credit Agreement and the First Lien / Super-Senior Intercreditor Agreement dated on or about the date hereof among Ironhaven Data Centers LLC, Crescent Harbor Bank, N.A. (in its capacity as Term Loan Agent and Revolver Agent), and Pinnacle Trust Company, N.A. (in its capacity as Collateral Agent); and
(c) third, any surplus remaining after payment in full of all Secured Obligations and all enforcement costs shall be returned to the Pledgor.
(2) The application of proceeds under this Section 6.3 shall be without prejudice to any right of the Pledgee or any Secured Party to claim any shortfall from the Pledgor, the Company, or any other Loan Party under the Credit Agreement, the Guarantee Agreement, or any other Loan Document.
6.4 Waiver of Statutory Protections
To the maximum extent permitted by mandatory applicable law, the Pledgor hereby irrevocably waives:
(a) any right to object to the method, timing, or manner of enforcement of the Pledge chosen by the Pledgee;
(b) any right to demand prior recourse to the assets of the Company or any other Loan Party before the Pledgee enforces the Pledge (the Pledgor acknowledging that the Pledge may be enforced regardless of whether the Pledgee has first sought to recover the Secured Obligations from any other collateral or any guarantor);
(c) to the extent applicable by analogy, the defense of prior suit (Einrede der Vorausklage) under Section 771 ZPO and any similar defense under applicable law;
(d) any right under Section 1229 BGB (prohibition of forfeiture agreements) to the extent that any provision of this Agreement could be construed as a forfeiture agreement (Verfallklausel), it being understood that the Parties intend all enforcement provisions hereunder to comply with mandatory German law; and
(e) any right to require the Pledgee to marshal assets or to enforce security interests in any particular order.
6.5 Power of Attorney
(1) The Pledgor hereby irrevocably grants the Pledgee a power of attorney (Vollmacht) — in the form set out in Schedule 3 — to take all actions necessary, desirable, or incidental in connection with the enforcement of the Pledge following the occurrence and during the continuance of an Enforcement Event, including without limitation:
(a) executing share transfer agreements (Abtretungsverträge) in the name and on behalf of the Pledgor;
(b) executing any notarial deeds required in connection with the transfer of the Pledged Shares;
(c) updating the shareholders' list (Gesellschafterliste) of the Company to reflect the transfer of the Pledged Shares;
(d) filing updated shareholders' lists with the commercial register maintained by the Amtsgericht Frankfurt am Main (HRB 129457);
(e) exercising all voting rights attached to the Pledged Shares;
(f) collecting all dividends, distributions, and other payments in respect of the Pledged Shares;
(g) appointing and removing managing directors of the Company;
(h) representing the Pledgor at any shareholders' meeting of the Company; and
(i) taking all other actions that the Pledgee reasonably considers necessary or appropriate in connection with the realization or protection of the Pledge.
(2) This power of attorney is granted in the interest of the Pledgee (in eigenem Interesse) and is irrevocable for the duration of the Pledge. It shall survive the death, dissolution, incapacity, bankruptcy, insolvency, or liquidation of the Pledgor and is coupled with an interest (unwiderrufliche, interessegebundene Vollmacht).
(3) The Pledgor hereby ratifies and confirms, in advance, any and all actions taken by the Pledgee in the exercise of this power of attorney.
SECTION 7
RELEASE OF THE PLEDGE
(FREIGABE)
7.1 Release upon Full Discharge
(1) The Pledge shall be released automatically, and all rights of the Pledgee under this Agreement shall terminate, upon the irrevocable and unconditional payment and discharge in full of all Secured Obligations under the Credit Agreement and all other Loan Documents (such date, the "Release Date"). For the avoidance of doubt, the Pledge shall not be released as a result of any interim or temporary repayment that does not constitute a final and irrevocable discharge of all Secured Obligations.
(2) Upon such release, the Pledgee shall, at the cost and expense of the Pledgor:
(a) execute and deliver to the Pledgor a written release confirmation (Freigabeerklärung), in notarially certified form if required, confirming the release of the Pledge;
(b) cooperate with the Pledgor and the Company in updating the shareholders' list (Gesellschafterliste) of the Company to remove any notation of the Pledge, and in filing such updated list with the Amtsgericht Frankfurt am Main;
(c) execute and deliver any further instruments or documents as may be reasonably required to evidence and give effect to the release of the Pledge; and
(d) return to the Pledgor any documents or instruments held by the Pledgee in connection with the Pledge.
7.2 Partial Release
No partial release of the Pledge shall be required by reason of any partial repayment, prepayment, or reduction of the Secured Obligations, regardless of the amount of such partial payment. The Pledge shall continue to secure all remaining Secured Obligations in full until the Release Date. Notwithstanding the foregoing, the Pledgee may, in its sole and absolute discretion, agree in writing to a partial release of the Pledge, subject to such terms and conditions as the Pledgee may determine and subject to the consent of the Required Lenders under the Credit Agreement.
SECTION 8
INDEMNIFICATION
8.1 Indemnification by the Pledgor
(1) The Pledgor shall indemnify, defend, and hold harmless the Pledgee, each Secured Party, and their respective directors, officers, employees, agents, advisors, and representatives (each, an "Indemnified Person") from and against any and all losses, claims, damages, liabilities, penalties, judgments, settlements, costs, and expenses (including, without limitation, reasonable and documented legal fees and expenses of Blackthorn & Sundial Software as the Administrative Agent's outside counsel, Wendt Falkenberg Rechtsanwälte PartG mbB as the Pledgee's German counsel, and any other advisors or experts retained in connection with the enforcement or protection of the Pledge) arising out of, resulting from, or in connection with:
(a) the execution, delivery, performance, or enforcement of this Agreement;
(b) any breach by the Pledgor of any representation, warranty, or covenant contained in this Agreement;
(c) the exercise by the Pledgee of any right or remedy under this Agreement, including the enforcement of the Pledge; or
(d) any claim, action, suit, or proceeding brought by any third party in connection with or relating to the Pledge, the Pledged Shares, or this Agreement.
(2) The indemnification obligations of the Pledgor under this Section 8.1 shall not extend to any losses, claims, damages, liabilities, costs, or expenses to the extent that the same are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted directly from the gross negligence (grobe Fahrlässigkeit) or willful misconduct (Vorsatz) of the relevant Indemnified Person.
(3) The indemnification obligations of the Pledgor under this Section 8.1 shall survive the release of the Pledge and the termination of this Agreement.
SECTION 9
MISCELLANEOUS PROVISIONS
9.1 Governing Law
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Federal Republic of Germany, without regard to its conflict of laws principles that would result in the applicati

NOTARIELLE URKUNDE

PARTIES TO THE AGREEMENT

RECITALS

SECTION 1

DEFINITIONS AND INTERPRETATION

SECTION 2

PLEDGE OF SHARES

SECTION 3

SECURED OBLIGATIONS

SECTION 4

REPRESENTATIONS AND WARRANTIES OF THE PLEDGOR

SECTION 5

COVENANTS OF THE PLEDGOR

Record

Parties

Dates

Amounts