1043-00001 · Ironhaven Holdings · Security Documents/US

ucc-1-filing-package.docx DOCUMENT Finance & Banking

58 / 77 ← → ✕

Contract analysis Extract to table

UCC-1 FINANCING STATEMENTS — FILING PACKAGE

Ironhaven Data Centers LLC

$950,000,000 Senior Secured Term Loan B

Prepared by:

CALDERWOOD & HARKNESS LLP 125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588

CONFIDENTIAL — ATTORNEY WORK PRODUCT

This document and the materials enclosed herewith have been prepared by Calderwood & Harkness LLP in its capacity as counsel to the Lenders and the Administrative Agent in connection with the above-referenced financing transaction. This document is protected by the attorney-client privilege, the work product doctrine, and other applicable privileges. Any unauthorized review, use, disclosure, or distribution is strictly prohibited. If you have received this document in error, please notify the sender immediately and destroy all copies.

TRANSMITTAL MEMORANDUM

Introduction

Ladies and Gentlemen:

We write in connection with the closing of the $950,000,000 Senior Secured Term Loan B credit facility (the "Facility") established pursuant to that certain Credit Agreement, dated as of May 15, 2024 (the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower" or "IHDC"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor" or "Holdings"), Crescent Harbor Bank, N.A., as administrative agent (in such capacity, the "Administrative Agent"), Pinnacle Trust Company, N.A., as collateral agent (in such capacity, the "Collateral Agent"), and the several financial institutions from time to time party thereto as lenders (collectively, the "Lenders").

Reference is also made to that certain Pledge and Security Agreement, dated as of May 15, 2024 (the "US Security Agreement"), entered into by and among IHDC and Holdings, as grantors, and Pinnacle Trust Company, N.A., as Collateral Agent for the benefit of the Secured Parties (as defined therein), pursuant to which each of IHDC and Holdings granted first-priority security interests in substantially all of their respective personal property to the Collateral Agent for the ratable benefit of the Secured Parties. The Facility is further identified by CUSIP Number 46283LAA5 and Crescent Harbor Bank deal reference CHB-LF-2024-0287.

Enclosed herewith for your records please find the UCC-1 financing statements that have been filed in connection with the perfection of the first-priority security interests granted under the US Security Agreement and the related security documents in connection with the Facility. All filings were made on or prior to the Closing Date of June 3, 2024, in accordance with the applicable requirements of the Uniform Commercial Code as in effect in the relevant jurisdictions, and constitute conditions precedent to the initial borrowing under Section 4.01 of the Credit Agreement.

This transmittal memorandum provides a summary of all filings made, together with certain cross-references to related security documents and a continuation filing calendar for your reference. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement or the US Security Agreement, as applicable.

Summary of UCC-1 Filings

The following table sets forth a summary of each UCC-1 financing statement filed in connection with the closing of the Facility:

Filing No. 1 was filed with the Delaware Secretary of State, the office in which a financing statement must be filed to perfect a security interest in the personal property of a Delaware limited liability company pursuant to Section 9-301(1) of the Delaware Uniform Commercial Code. Filing No. 2 was filed with the Delaware Secretary of State, the office in which a financing statement must be filed to perfect a security interest in the personal property of a Delaware corporation pursuant to Section 9-301(1) of the Delaware Uniform Commercial Code. Filing No. 3 was filed with the Loudoun County Circuit Court Clerk's Office, the office where a mortgage on the related real property would be recorded, as required for fixture filings under Virginia Code § 8.9A-502(b).

Description of Enclosed Materials

For each of the three filings described above, the following materials are enclosed herewith:

(i) a certified copy of the UCC-1 financing statement, as filed, bearing the filing stamp of the applicable filing office and reflecting the assigned filing number and date of filing;

(ii) the filing receipt and/or acknowledgment issued by the applicable filing office confirming acceptance and indexing of the filing; and

(iii) confirmation of payment of the applicable filing fee, including wire transfer receipts or electronic payment confirmations, as applicable.

We note that the copies enclosed herewith are the acknowledgment copies returned by the respective filing offices in electronic form on or promptly following the date of filing. File-stamped original copies of each UCC-1 financing statement will be forwarded to the Collateral Agent and the Administrative Agent under separate cover upon their receipt by this firm from the applicable filing offices. We anticipate receiving the originals from the Delaware Secretary of State within approximately five to ten business days of the filing date and from the Loudoun County Circuit Court Clerk's Office within approximately fifteen to twenty business days of the filing date.

Post-Closing Continuation Filing Reminders

As required under Article 9 of the Uniform Commercial Code, each UCC-1 financing statement described herein is effective for a period of five (5) years from its date of filing. In order to maintain the effectiveness of these filings and to avoid a lapse of perfection, UCC-3 continuation statements must be filed within the six-month period preceding the fifth anniversary of each original filing date.

Accordingly, the continuation filing window for all three filings opens on December 3, 2028 and closes on June 3, 2029. If timely continuation statements are not filed within this window, each financing statement will lapse by its terms, and the perfection of the security interests evidenced thereby will be lost. Given that the maturity date of the Credit Agreement is June 3, 2031, at least one round of continuation filings will be required during the term of the Facility.

Calderwood & Harkness will include these critical dates in the comprehensive post-closing compliance calendar to be transmitted separately under cover of our Post-Closing Letter, which is expected to be distributed to all relevant parties on or about June 10, 2024. We will also maintain appropriate docket entries in our matter management system and will send advance reminders to IHDC (Attention: Jonathan Pryce-Williams, General Counsel) and Pinnacle Trust Company, N.A. (Attention: William Hargrove, Senior Vice President, Corporate Trust) no later than September 2028 to allow adequate time for the preparation and filing of continuation statements.

We would be pleased to assist with the preparation and filing of continuation statements at such time as they become due, and we recommend that the parties confer no later than the fourth quarter of 2028 to confirm the filing arrangements and any changes to debtor or secured party information that may need to be reflected in the continuation filings.

Please do not hesitate to contact the undersigned or Stephanie Okafor if you have any questions regarding the enclosed materials or require any additional information in connection with the UCC filings described herein.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

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

Email: daniel.obi@calderwoodharkness.com

Enclosures (as described herein)

III. UCC-1 FINANCING STATEMENT NO. 1

IRONHAVEN DATA CENTERS LLC (DELAWARE)

A. Filing Details

B. Debtor Information (UCC-1 box 1)

The debtor name set forth above was verified against the Debtor's Certificate of Formation on file with the Delaware Secretary of State and the results of the certified search conducted by Calderwood & Harkness prior to filing. The name as stated on the financing statement exactly matches the name of the Debtor as set forth in the public record of the Delaware Secretary of State, as required by Section 9-503(a)(1) of the Delaware Uniform Commercial Code, to ensure the financing statement is "sufficient" and would be discovered by a search of the filing office's records under the Debtor's correct legal name.

C. Secured Party Information (UCC-1 box 4)

The Secured Party is acting in its capacity as Collateral Agent for the benefit of the Secured Parties under and as defined in the US Security Agreement. The designation "as Collateral Agent" has been included in the Secured Party name field to reflect the representative capacity in which Pinnacle Trust Company, N.A. holds the security interests being perfected, consistent with Section 9-502(a)(2) of the UCC and the provisions of Section 9-503(d) permitting a representative to be named as the secured party of record.

D. Collateral Description (UCC-1 box 5)

The following collateral description was set forth in box 5 of the UCC-1 financing statement as filed:

All personal property of the Debtor, whether now owned or hereafter acquired, including but not limited to: all accounts, chattel paper (including electronic chattel paper and tangible chattel paper), deposit accounts, documents, equipment, fixtures, general intangibles (including payment intangibles and software), goods (including inventory), instruments (including promissory notes), intellectual property (including patents, trademarks, copyrights, trade secrets, and all licenses therefor), investment property (including certificated and uncertificated securities, security entitlements, securities accounts, and commodity contracts), letter-of-credit rights, money, commercial tort claims (as identified in the Security Agreement), supporting obligations, and all proceeds and products of any and all of the foregoing (including insurance proceeds), in each case as more fully described in that certain Pledge and Security Agreement dated as of May 15, 2024, among the Debtor, Ironhaven Holdings Inc., and the Secured Party.

Also included within the collateral covered by this financing statement: all equity interests in Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (HRB 129457, Amtsgericht Frankfurt am Main), directly owned by the Debtor, and all proceeds and distributions thereon, whether in the form of cash dividends, stock dividends, liquidating distributions, or otherwise, and all rights and privileges pertaining to such equity interests, including voting rights, rights to receive distributions, and rights upon dissolution or winding up.

The collateral description set forth above is intended to satisfy the "super-generic" standard permitted for financing statements under Section 9-504(2) of the UCC, which provides that a financing statement sufficiently indicates the collateral if it covers "all assets" or "all personal property" of the debtor. The more detailed enumeration of specific collateral categories has been included for the avoidance of doubt and to provide additional notice to searching parties. The collateral description on the financing statement is broader than, and is intended to encompass, the specific collateral descriptions set forth in the US Security Agreement. To the extent of any inconsistency between the collateral described in this financing statement and the collateral described in the US Security Agreement, the US Security Agreement shall control the scope of the security interest actually granted.

E. Filing Receipt / Acknowledgment

The Delaware Secretary of State issued an electronic acknowledgment copy of UCC-1 Filing No. 2024-3417852 on June 3, 2024, confirming acceptance and indexing of the filing. The acknowledgment copy bears the file stamp of the Delaware Secretary of State, reflects the assigned filing number (2024-3417852), and confirms the date and time of filing. A copy of the acknowledgment is enclosed herewith as Tab B-1 of Exhibit B.

The file-stamped original of the UCC-1 financing statement will be forwarded to the Collateral Agent and the Administrative Agent upon receipt from the Delaware Secretary of State. Based on customary processing times, we anticipate receipt of the original within approximately five to ten business days of the filing date.

The certified copy of the UCC-1 financing statement, as filed, is enclosed herewith as Tab A-1 of Exhibit A.

IV. UCC-1 FINANCING STATEMENT NO. 2

IRONHAVEN HOLDINGS INC. (DELAWARE)

A. Filing Details

B. Debtor Information (UCC-1 box 1)

The debtor name set forth above was verified against the Debtor's Certificate of Incorporation on file with the Delaware Secretary of State and the results of the certified search conducted by Calderwood & Harkness prior to filing. The name as stated on the financing statement exactly matches the name of the Debtor as set forth in the public record of the Delaware Secretary of State, as required by Section 9-503(a)(1) of the Delaware Uniform Commercial Code. Holdings is the sole member and direct parent of IHDC and has granted a security interest in, among other things, its membership interests in IHDC and all of its other personal property pursuant to the US Security Agreement and the Equity Interest Pledge Agreement.

C. Secured Party Information (UCC-1 box 4)

The Secured Party is acting in its capacity as Collateral Agent for the benefit of the Secured Parties under and as defined in the US Security Agreement and the Equity Interest Pledge Agreement. As with Filing No. 1, the designation "as Collateral Agent" has been included in the Secured Party name field to reflect the representative capacity in which Pinnacle Trust Company, N.A. holds the security interests being perfected, consistent with Section 9-502(a)(2) of the UCC.

D. Collateral Description (UCC-1 box 5)

The following collateral description was set forth in box 5 of the UCC-1 financing statement as filed:

All personal property of the Debtor, whether now owned or hereafter acquired, including but not limited to: all accounts, chattel paper (including electronic chattel paper and tangible chattel paper), deposit accounts, documents, equipment, general intangibles (including payment intangibles and software), goods (including inventory), instruments (including promissory notes), investment property (including certificated and uncertificated securities, security entitlements, securities accounts, and commodity contracts), letter-of-credit rights, money, supporting obligations, and all proceeds and products of any and all of the foregoing (including insurance proceeds), in each case as more fully described in that certain Pledge and Security Agreement dated as of May 15, 2024, among the Debtor, Ironhaven Data Centers LLC, and the Secured Party.

Also included within the collateral covered by this financing statement: one hundred percent (100%) of the membership interests in Ironhaven Data Centers LLC, a Delaware limited liability company, directly owned by the Debtor, including all distributions (whether in cash, property, or otherwise), proceeds, and rights relating thereto, including all rights to receive allocations, distributions, and returns of capital, all voting and management rights, all rights to participate in the management and operation of IHDC, and all rights upon dissolution or winding up of IHDC, as more fully described in that certain Equity Interest Pledge Agreement dated as of May 15, 2024, between the Debtor and the Secured Party.

The pledged membership interests in IHDC constitute "general intangibles" under Article 9 of the UCC, as the membership interests in a Delaware limited liability company are not "securities" within the meaning of Article 8 of the UCC unless the relevant operating agreement expressly opts in to Article 8 treatment. We have reviewed the Amended and Restated Limited Liability Company Agreement of IHDC, dated as of January 15, 2022, and have confirmed that the membership interests in IHDC have not been designated as "securities" governed by Article 8. Accordingly, perfection of the security interest in such membership interests is accomplished by filing a UCC-1 financing statement with the Delaware Secretary of State, as the jurisdiction of organization of the Debtor (Holdings), and no additional steps (such as "control" under Article 8) are required for perfection, although "control" may be necessary to achieve priority in certain circumstances.

E. Filing Receipt / Acknowledgment

The Delaware Secretary of State issued an electronic acknowledgment copy of UCC-1 Filing No. 2024-3417866 on June 3, 2024, confirming acceptance and indexing of the filing. The acknowledgment copy bears the file stamp of the Delaware Secretary of State, reflects the assigned filing number (2024-3417866), and confirms the date and time of filing. A copy of the acknowledgment is enclosed herewith as Tab B-2 of Exhibit B.

The certified copy of the UCC-1 financing statement, as filed, is enclosed herewith as Tab A-2 of Exhibit A.

V. UCC-1 FINANCING STATEMENT NO. 3

FIXTURE FILING — IRONHAVEN DATA CENTERS LLC (LOUDOUN COUNTY, VIRGINIA)

A. Filing Details

Note: This filing constitutes a "fixture filing" within the meaning of Virginia Code § 8.9A-102(a)(40) and has been filed in the office where a mortgage on the related real property would be recorded, as required by Virginia Code § 8.9A-502(b) and § 8.9A-301(3)(A). The fixture filing is necessary to perfect a security interest in goods that are or are to become fixtures and to establish the Collateral Agent's priority as against the interests of encumbrancers and owners of the real property to which the fixtures are affixed, as provided in Virginia Code § 8.9A-334.

B. Debtor Information (UCC-1 box 1)

The debtor name set forth above was verified against the Debtor's Certificate of Formation on file with the Delaware Secretary of State. Although this filing is made in Virginia, the debtor name requirements of Section 9-503(a)(1) of the UCC, which look to the organic record of the debtor's jurisdiction of organization, continue to apply. The Debtor is organized in Delaware notwithstanding that the real property to which the fixtures are affixed is located in Loudoun County, Virginia.

C. Secured Party Information (UCC-1 box 4)

D. Collateral Description (UCC-1 box 5) — Fixtures

The following collateral description was set forth in box 5 of the UCC-1 financing statement as filed:

All fixtures now owned or hereafter acquired by the Debtor and located on, or to be located on, the real property described in box 6 of this financing statement, including but not limited to: all data center infrastructure equipment affixed to the realty, including diesel and natural gas generators and associated fuel systems, uninterruptible power supply (UPS) systems, power distribution units (PDUs), automatic transfer switches (ATS), switchgear, transformers, busway and bus duct systems, computer room air conditioning (CRAC) units, computer room air handler (CRAH) units, in-row and overhead cooling units, raised floor systems and associated pedestals and stringers, fire detection and suppression systems (including pre-action sprinkler systems and clean agent suppression systems), building management systems (BMS) and environmental monitoring systems, physical security systems (including access control, surveillance, and intrusion detection systems), structured cabling and conduit systems (including fiber optic and copper cabling infrastructure), cooling towers, chillers, condensers, pumps, piping, and cooling distribution systems, and all other items of personal property that constitute fixtures under applicable law by reason of their annexation to or installation in the improvements located on the real property described below, together with all accessions, replacements, substitutions, additions, and improvements thereto, and all proceeds (including insurance proceeds) thereof.

The collateral description is intended to encompass the full range of specialized data center infrastructure equipment that is, or will be, affixed to the real property comprising the IHDC Ashburn campus. Given the capital-intensive nature of data center operations and the significant value of the fixtures associated therewith, this fixture filing is an essential component of the overall collateral package securing the Facility.

E. Real Property Description (UCC-1 box 6 — Required for Fixture Filings)

As required for a fixture filing under Virginia Code § 8.9A-502(b), the financing statement includes the following description of the real property to which the fixtures are or will be affixed, together with identification of the record owner:

Tax Parcel No. 087-27-1234: Approximately seventy-two (72) acres of land, together with all buildings, structures, and improvements located thereon, situated at 4500 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147, as more particularly described by metes and bounds in Exhibit A to the Deed of Trust referenced below.

Tax Parcel No. 087-27-1235: Approximately seventy (70) acres of land, together with all buildings, structures, and improvements located thereon, situated at 4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147, as more particularly described by metes and bounds in Exhibit A to the Deed of Trust referenced below.

The above-described parcels together comprise approximately one hundred forty-two (142) acres and are more particularly described in Exhibit A to that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of May 15, 2024 (the "Deed of Trust"), by Ironhaven Data Centers LLC, as grantor, to Pinnacle Trust Company, N.A., as trustee and collateral agent, recorded in the land records of Loudoun County, Virginia, on June 3, 2024.

Record Owner of Real Property: Ironhaven Data Centers LLC

The real property description set forth above cross-references the more complete legal description contained in Exhibit A to the Deed of Trust, which includes a full metes and bounds description, a survey reference, and a title insurance commitment reference. The fixture filing is designed to be read in conjunction with the Deed of Trust, which was recorded contemporaneously with this UCC-1 financing statement in the land records of Loudoun County, Virginia.

F. Additional Information (UCC-1 box 7)

The following additional designations were checked in box 7 of the UCC-1 financing statement, as applicable:

• Fixture Filing: This financing statement is to be filed for record in the real estate records. This financing statement is filed as a fixture filing.

• Record Owner: The Debtor is the record owner of the real property described in box 6 of this financing statement.

These designations are required for a valid fixture filing under Virginia Code § 8.9A-502(b), which requires that a fixture filing (i) indicate that it covers fixtures or goods that are to become fixtures, (ii) indicate that it is to be filed in the real property records, (iii) provide a description of the related real property sufficient to give constructive notice of a mortgage under applicable law, and (iv) if the debtor does not have an interest of record in the real property, identify the record owner. In this case, the Debtor is the record owner, and such fact has been indicated on the financing statement.

G. Filing Receipt / Acknowledgment

The Loudoun County Circuit Court Clerk's Office issued an acknowledgment of the recording of UCC-1 Instrument No. 2024-0042891 on June 3, 2024, confirming acceptance and indexing of the filing in the land records of Loudoun County, Virginia. The acknowledgment reflects the assigned instrument number (2024-0042891), the date of recording, and, to the extent applicable, the book and page reference within the land records. A copy of the acknowledgment is enclosed herewith as Tab B-3 of Exhibit B.

The file-stamped original of the UCC-1 financing statement will be forwarded to the Collateral Agent and the Administrative Agent upon receipt from the Loudoun County Circuit Court Clerk's Office. Based on customary processing times for the Loudoun County land records office, we anticipate receipt of the original within approximately fifteen to twenty business days of the filing date.

The certified copy of the UCC-1 financing statement, as filed, is enclosed herewith as Tab A-3 of Exhibit A.

VI. FILING FEE SUMMARY

The following table sets forth a summary of the filing fees paid in connection with the UCC-1 financing statements described in this Filing Package:

Filing fees for the two Delaware filings were paid via electronic payment through the Delaware Secretary of State's online filing portal at the time of filing. The filing fee for the Loudoun County fixture filing was paid by check drawn on Calderwood & Harkness LLP's trust account, presented to the Loudoun County Circuit Court Clerk's Office at the time of in-person filing.

All filing fees in the aggregate amount of $569.00 were advanced by Calderwood & Harkness LLP on behalf of the parties and are included as disbursements in Calderwood & Harkness LLP's billing statements to Ironhaven Data Centers LLC under Matter No. 1043-00001, Billing Code IHDC-TLB-2024, in accordance with the terms of the engagement letter between Calderwood & Harkness LLP and Crescent Harbor Bank, N.A., dated April 2, 2024, and the fee and expense reimbursement provisions of Section 10.04 of the Credit Agreement.

Payment confirmations and receipts for all filing fees are enclosed herewith as Exhibit C to this Filing Package.

VII. CROSS-REFERENCE TO RELATED SECURITY FILINGS AND DOCUMENTS

A. US Security Documents Cross-Reference

The UCC-1 financing statements described in this Filing Package are part of a broader package of security documents and filings designed to create and perfect the first-priority security interests securing the obligations of the Borrower and the Guarantor under the Credit Agreement. The following is a summary of the principal US security documents and related filings, provided for cross-reference purposes:

1. Pledge and Security Agreement (US Security Agreement) — Executed as of May 15, 2024, by and among Ironhaven Data Centers LLC and Ironhaven Holdings Inc., as grantors, and Pinnacle Trust Company, N.A., as Collateral Agent. This agreement constitutes the principal US security instrument and creates security interests in substantially all personal property of IHDC and Holdings, including accounts, equipment, inventory, general intangibles, intellectual property, investment property, deposit accounts, and all proceeds thereof. The collateral descriptions in UCC-1 Filing Nos. 1 and 2 are intended to encompass the collateral described in this agreement.

2. Equity Interest Pledge Agreement — Executed as of May 15, 2024, by Ironhaven Holdings Inc. in favor of Pinnacle Trust Company, N.A., as Collateral Agent. This agreement creates a first-priority security interest in one hundred percent (100%) of the membership interests in Ironhaven Data Centers LLC held by Holdings. The pledged equity interests are reflected in the collateral description of UCC-1 Filing No. 2. Stock powers, membership interest assignments, and other related transfer documents have been delivered to the Collateral Agent in accordance with the terms of the Equity Interest Pledge Agreement.

3. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing — Executed as of May 15, 2024, by Ironhaven Data Centers LLC, as grantor, to Pinnacle Trust Company, N.A., as trustee and collateral agent, and recorded in the land records of Loudoun County, Virginia, on June 3, 2024. This instrument encumbers the approximately 142-acre Ashburn campus comprising Tax Parcel Nos. 087-27-1234 and 087-27-1235 and secures the obligations under the Credit Agreement. UCC-1 Filing No. 3 (the fixture filing) supplements the fixture security interest created under this Deed of Trust.

4. Deposit Account Control Agreements (DACAs) — Executed as of May 15, 2024, by and among Ironhaven Data Centers LLC, Pinnacle Trust Company, N.A., as Collateral Agent, and Crescent Harbor Bank, N.A., as depository bank, with respect to each of IHDC's deposit accounts maintained at Crescent Harbor Bank, N.A. These agreements establish "control" over the Debtor's deposit accounts for purposes of perfection and priority under Sections 9-104 and 9-327 of the UCC. A total of four (4) DACAs were executed, covering the following accounts:

(a) Operating Account No. XXXX-7841;

(b) Revenue Collection Account No. XXXX-2309;

(d) Debt Service Reserve Account No. XXXX-8927.

5. intellectual Property Security Agreement — Executed as of May 15, 2024, by Ironhaven Data Centers LLC in favor of Pinnacle Trust Company, N.A., as Collateral Agent, covering all of IHDC's patents, patent applications, trademarks, trademark applications, and copyrights, together with all licenses, royalties, and proceeds related thereto. Separate IP filings with the United States Patent and Trademark Office (with respect to trademarks and patents) and the United States Copyright Office (with respect to registered copyrights) are to be completed post-closing in accordance with the Post-Closing Letter. These filings are expected to be made on or before June 28, 2024, within the post-closing period specified in Section 6.14 of the Credit Agreement.

B. Pre-Existing UCC Filings — Termination

In connection with the closing of the Facility on June 3, 2024, the following pre-existing UCC filing was identified and terminated:

A UCC-3 Termination Statement was filed contemporaneously with the UCC-1 financing statements described herein to terminate the existing UCC-1 financing statement of record filed by Greystone Mezzanine Fund II, LP, as secured party, against Ironhaven Data Centers LLC, as debtor, with the Delaware Secretary of State. The original UCC-1 filing was made in connection with the $130,000,000 in mezzanine notes (CUSIP 39817MAB3) previously issued by IHDC to Greystone Mezzanine Fund II, LP.

The Greystone mezzanine notes were repaid in full at the closing of the Facility on June 3, 2024. The total payoff amount, as confirmed by the payoff letter from Greystone Mezzanine Fund II, LP dated May 30, 2024, was $132,708,333.33, consisting of $130,000,000.00 in outstanding principal plus $2,708,333.33 in accrued payment-in-kind (PIK) interest through the payoff date. Wire instructions for the payoff were provided by Greystone, and Calderwood & Harkness confirmed the receipt of funds and the release of the security interest prior to making the termination filing.

The Greystone UCC-1 filing was the only pre-existing UCC filing against IHDC or Holdings identified in the comprehensive lien search results summarized in Calderwood & Harkness's letter to Crescent Harbor Bank, N.A., dated May 8, 2024, which covered UCC searches conducted through the Delaware Secretary of State, the Virginia State Corporation Commission, and the Loudoun County Circuit Court Clerk's Office. No judgment liens, federal tax liens, or other encumbrances were identified in such searches, other than the Greystone filing described above and certain permitted liens described in Schedule 7.01 to the Credit Agreement.

C. German Security Filings

For completeness of reference, we note that security interests in the German-situs assets of Ironhaven Frankfurt GmbH, the Co-Borrower, are perfected under German law through separate instruments and proceedings and are not subject to UCC filing requirements under applicable US law. The German security package includes the following instruments, which are being administered by Eisenhardt & Partner Rechtsanwälte, Frankfurt am Main, as German counsel to the Lenders:

1. *Grundschuld* (Land Charge) — A non-accessory land charge (Buchgrundschuld) over the Frankfurt campus parcel, registered in the Grundbuch of Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, comprising approximately 18.7 hectares. Registration of the Grundschuld with the Grundbuchamt (Land Registry Office) of Frankfurt am Main was applied for on June 3, 2024, and is pending. Based on current processing times at the Grundbuchamt, registration is expected to be confirmed by August 2024. A priority notice (Vormerkung) has been registered to protect the Collateral Agent's position pending completion of the Grundschuld registration.

2. *Globalzession* (Global Assignment of Receivables) — An assignment for security purposes of all present and future receivables of Ironhaven Frankfurt GmbH.

3. *Kontoverpfändung* (Account Pledge) — A pledge of all bank accounts maintained by Ironhaven Frankfurt GmbH with Calderon Savings Bank and Dunmore Bancorp.

4. *Sicherungsübereignungsvertrag* (Security Transfer Agreement) — A transfer for security purposes of all movable assets (including servers, networking equipment, and other data center equipment) located at the Frankfurt campus.

5. *Anteilsverpfändungsvertrag* (Share Pledge Agreement) — A notarized pledge of one hundred percent (100%) of the shares (Geschäftsanteile) in Ironhaven Frankfurt GmbH (HRB 129457, Amtsgericht Frankfurt am Main), granted by Ironhaven Data Centers LLC as the sole shareholder. This instrument was notarized on May 15, 2024, before Notar Dr. Klaus Weitmann in Frankfurt am Main, and notice of the pledge has been filed with the commercial register (Handelsregister) maintained by the Amtsgericht Frankfurt am Main.

Calderwood & Harkness's responsibility in this matter is limited to the US security filings and related US law matters. All questions regarding the German security package should be directed to Eisenhardt & Partner Rechtsanwälte (Attention: Dr. Markus Eisenhardt, Partner), who are providing separate legal opinions and reporting on the status of the German security filings.

VIII. CONTINUATION FILING CALENDAR

The following table sets forth the continuation filing deadlines applicable to each of the UCC-1 financing statements filed in connection with the Facility. Pursuant to Section 9-515(a) of the UCC, a filed financing statement is effective for a period of five (5) years after the date of filing. Under Section 9-515(d), a continuation statement may be filed only within six (6) months before the expiration of the five-year period. If a timely continuation statement is not filed, the financing statement will lapse and the perfection of the security interest will be lost.

Critical Notes and Reminders

Consequence of Failure to File. Failure to file UCC-3 continuation statements within the six-month window prior to the five-year anniversary of the original filing date will result in an automatic lapse of the financing statement and the irrevocable loss of perfection of the security interest evidenced thereby. A lapse cannot be cured after the fact; rather, a new UCC-1 financing statement would need to be filed, and the new filing would be effective only from the date of the new filing, resulting in a gap in perfection and potential loss of priority.

Term Loan Maturity Considerations. The stated maturity date of the Term Loan B facility under the Credit Agreement is June 3, 2031, which is seven (7) years from the Closing Date. Accordingly, at least one round of continuation filings will be required during the term of the Facility in order to maintain the effectiveness of the UCC-1 financing statements and the perfection of the security interests granted thereunder. If the Facility remains outstanding beyond June 3, 2034 (e.g., as a result of any amendment or extension), a second round of continuation filings would be required during the six-month window preceding June 3, 2034.

Calderwood & Harkness Docket and Reminders. Calderwood & Harkness LLP will maintain docket entries in its matter management system corresponding to the continuation filing deadlines set forth above. The firm will send advance reminders to the following parties no later than September 2028, to allow adequate time for the preparation, review, and filing of continuation statements prior to the opening of the continuation window:

• Ironhaven Data Centers LLC — Attention: Jonathan Pryce-Williams, General Counsel & Secretary

• Pinnacle Trust Company, N.A. — Attention: William Hargrove, Senior Vice President, Corporate Trust

• Crescent Harbor Bank, N.A. — Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services

Responsibility for Filing. The parties are reminded that the obligation to file continuation statements rests with the Secured Party (or its authorized representative). Under Section 6.14(b) of the Credit Agreement and Section 5.10 of the US Security Agreement, the Borrower and the Guarantors have covenanted to cooperate with and authorize the filing of continuation statements, and the Collateral Agent has been authorized to file continuation statements on behalf of the Secured Parties without additional authorization from the Borrower or any Grantor.

Calderwood & Harkness would be pleased to assist with the preparation and filing of continuation statements at such time as they become due. We recommend that the parties confer no later than the fourth quarter of 2028 to confirm the filing arrangements, review any changes to debtor names or organizational information that may need to be reflected in the continuation filings, and coordinate with respect to the Loudoun County fixture filing continuation.

IX. EXHIBIT A

CERTIFIED COPIES OF UCC-1 FINANCING STATEMENTS (AS FILED)

The following tabs contain the certified and/or file-stamped copies of each UCC-1 financing statement filed in connection with the Facility, as received from the applicable filing offices:

Tab A-1. UCC-1 Filing No. 2024-3417852 Debtor: Ironhaven Data Centers LLC Filing Office: Delaware Secretary of State Filing Date: June 3, 2024

Certified / file-stamped copy enclosed herewith.

Tab A-2. UCC-1 Filing No. 2024-3417866 Debtor: Ironhaven Holdings Inc. Filing Office: Delaware Secretary of State Filing Date: June 3, 2024

Certified / file-stamped copy enclosed herewith.

Tab A-3. UCC-1 Filing No. 2024-0042891 Debtor: Ironhaven Data Centers LLC (Fixture Filing) Filing Office: Loudoun County Circuit Court, Clerk's Office, Leesburg, Virginia Filing Date: June 3, 2024

Certified / file-stamped copy enclosed herewith.

X. EXHIBIT B

FILING RECEIPTS AND ACKNOWLEDGMENTS

The following tabs contain the filing receipts and/or acknowledgments issued by the applicable filing offices confirming acceptance and indexing of each UCC-1 financing statement:

Tab B-1. Delaware Secretary of State — Acknowledgment UCC-1 Filing No. 2024-3417852 Debtor: Ironhaven Data Centers LLC Confirmation of acceptance and indexing of filing.

Acknowledgment copy enclosed herewith.

Tab B-2. Delaware Secretary of State — Acknowledgment UCC-1 Filing No. 2024-3417866 Debtor: Ironhaven Holdings Inc. Confirmation of acceptance and indexing of filing.

Acknowledgment copy enclosed herewith.

Tab B-3. Loudoun County Circuit Court, Clerk's Office — Acknowledgment UCC-1 Instrument No. 2024-0042891 Debtor: Ironhaven Data Centers LLC (Fixture Filing) Confirmation of recording and indexing in the land records of Loudoun County, Virginia.

Acknowledgment copy enclosed herewith.

XI. EXHIBIT C

FILING FEE PAYMENT CONFIRMATIONS

The following tabs contain the payment confirmations and receipts evidencing payment of all filing fees in connection with the UCC-1 financing statements described in this Filing Package:

Tab C-1. Payment Confirmation — Delaware Secretary of State Filings Filing Nos. 2024-3417852 and 2024-3417866 Total Fees Paid: $534.00 ($267.00 per filing x 2 filings) Method of Payment: Electronic payment via Delaware Secretary of State online filing portal Date of Payment: June 3, 2024 Charged to: Calderwood & Harkness LLP client trust account (Matter No. 1043-00001)

Electronic payment receipt enclosed herewith.

Tab C-2. Payment Confirmation — Loudoun County Circuit Court Filing Instrument No. 2024-0042891 Fee Paid: $35.00 Method of Payment: Firm check No. 108247 drawn on Calderwood & Harkness LLP trust account, presented at the time of in-person filing at the Loudoun County Circuit Court Clerk's Office Date of Payment: June 3, 2024 Charged to: Calderwood & Harkness LLP client trust account (Matter No. 1043-00001)

Copy of check and/or payment receipt enclosed herewith.

End of UCC-1 Financing Statements — Filing Package

Calderwood & Harkness LLP Matter No. 1043-00001 Billing Code: IHDC-TLB-2024

Date: June 3, 2024

CONFIDENTIAL — ATTORNEY WORK PRODUCT

Matter Number:	1043-00001
Billing Code:	IHDC-TLB-2024
Date of Package:	June 3, 2024 (Closing Date)
TO:	Pinnacle Trust Company, N.A. (as Collateral Agent)

Attention: William Hargrove, Senior Vice President, Corporate Trust

101 Constitution Avenue NW

Washington, D.C. 20001

CC:

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

1200 Harbor Point Drive

Charlotte, North Carolina 28202

CC:

Blackthorn & Sundial Software

51 West 52nd Street

New York, New York 10019

CC:

Ironhaven Data Centers LLC

4500 Dominion Ridge Boulevard, Suite 300

Ashburn, Virginia 20147

CC:

Ironhaven Data Centers LLC

4500 Dominion Ridge Boulevard, Suite 300

Ashburn, Virginia 20147

FROM:

Calderwood & Harkness LLP

125 Broad Street

New York, New York 10004

SUPERVISING PARTNER:

Calderwood & Harkness LLP

DATE:	June 3, 2024
RE:	UCC-1 Financing Statements — Filing Package

Ironhaven Data Centers LLC — $950,000,000 Senior Secured Term Loan B

Matter No. 1043-00001

Filing No.	Filing Office	Debtor	Secured Party	Type	Filing Date	Filing Number
1	Delaware Secretary of State	Ironhaven Data Centers LLC	Pinnacle Trust Company, N.A., as Collateral Agent	UCC-1 (blanket personal property)	June 3, 2024	2024-3417852
2	Delaware Secretary of State	Ironhaven Holdings Inc.	Pinnacle Trust Company, N.A., as Collateral Agent	UCC-1 (blanket personal property + equity interests)	June 3, 2024	2024-3417866
3	Loudoun County Circuit Court, Virginia	Ironhaven Data Centers LLC	Pinnacle Trust Company, N.A., as Collateral Agent	UCC-1 (fixture filing)	June 3, 2024	2024-0042891
Filing Office:	Delaware Secretary of State, Division of Corporations

John G. Townsend Building

401 Federal Street, Suite 4

Dover, Delaware 19901

Filing Number:	2024-3417852
Filing Date and Time:	June 3, 2024
Filing Fee:	$267.00 (standard Delaware UCC-1 filing fee)
Method of Filing:	Electronic filing via Delaware Secretary of State online portal
Filer:	Calderwood & Harkness LLP, on behalf of the Secured Party
Debtor Name (Organization):	Ironhaven Data Centers LLC
Type of Organization:	Limited Liability Company
Jurisdiction of Organization:	Delaware
Organizational Identification Number:	7482391 (Delaware file number as reflected on Certificate of Formation)
Mailing Address:	4500 Dominion Ridge Boulevard, Suite 300

Ashburn, Virginia 20147

EIN:	84-3291057
Secured Party Name (Organization):	Pinnacle Trust Company, N.A., as Collateral Agent
Mailing Address:	101 Constitution Avenue NW

UCC-1 FINANCING STATEMENTS — FILING PACKAGE
Ironhaven Data Centers LLC
$950,000,000 Senior Secured Term Loan B
Prepared by:
CALDERWOOD & HARKNESS LLP 125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
CONFIDENTIAL — ATTORNEY WORK PRODUCT
This document and the materials enclosed herewith have been prepared by Calderwood & Harkness LLP in its capacity as counsel to the Lenders and the Administrative Agent in connection with the above-referenced financing transaction. This document is protected by the attorney-client privilege, the work product doctrine, and other applicable privileges. Any unauthorized review, use, disclosure, or distribution is strictly prohibited. If you have received this document in error, please notify the sender immediately and destroy all copies.
TRANSMITTAL MEMORANDUM
Introduction
Ladies and Gentlemen:
We write in connection with the closing of the $950,000,000 Senior Secured Term Loan B credit facility (the "Facility") established pursuant to that certain Credit Agreement, dated as of May 15, 2024 (the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower" or "IHDC"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor" or "Holdings"), Crescent Harbor Bank, N.A., as administrative agent (in such capacity, the "Administrative Agent"), Pinnacle Trust Company, N.A., as collateral agent (in such capacity, the "Collateral Agent"), and the several financial institutions from time to time party thereto as lenders (collectively, the "Lenders").
Reference is also made to that certain Pledge and Security Agreement, dated as of May 15, 2024 (the "US Security Agreement"), entered into by and among IHDC and Holdings, as grantors, and Pinnacle Trust Company, N.A., as Collateral Agent for the benefit of the Secured Parties (as defined therein), pursuant to which each of IHDC and Holdings granted first-priority security interests in substantially all of their respective personal property to the Collateral Agent for the ratable benefit of the Secured Parties. The Facility is further identified by CUSIP Number 46283LAA5 and Crescent Harbor Bank deal reference CHB-LF-2024-0287.
Enclosed herewith for your records please find the UCC-1 financing statements that have been filed in connection with the perfection of the first-priority security interests granted under the US Security Agreement and the related security documents in connection with the Facility. All filings were made on or prior to the Closing Date of June 3, 2024, in accordance with the applicable requirements of the Uniform Commercial Code as in effect in the relevant jurisdictions, and constitute conditions precedent to the initial borrowing under Section 4.01 of the Credit Agreement.
This transmittal memorandum provides a summary of all filings made, together with certain cross-references to related security documents and a continuation filing calendar for your reference. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement or the US Security Agreement, as applicable.
Summary of UCC-1 Filings
The following table sets forth a summary of each UCC-1 financing statement filed in connection with the closing of the Facility:
Filing No. 1 was filed with the Delaware Secretary of State, the office in which a financing statement must be filed to perfect a security interest in the personal property of a Delaware limited liability company pursuant to Section 9-301(1) of the Delaware Uniform Commercial Code. Filing No. 2 was filed with the Delaware Secretary of State, the office in which a financing statement must be filed to perfect a security interest in the personal property of a Delaware corporation pursuant to Section 9-301(1) of the Delaware Uniform Commercial Code. Filing No. 3 was filed with the Loudoun County Circuit Court Clerk's Office, the office where a mortgage on the related real property would be recorded, as required for fixture filings under Virginia Code § 8.9A-502(b).
Description of Enclosed Materials
For each of the three filings described above, the following materials are enclosed herewith:
(i) a certified copy of the UCC-1 financing statement, as filed, bearing the filing stamp of the applicable filing office and reflecting the assigned filing number and date of filing;
(ii) the filing receipt and/or acknowledgment issued by the applicable filing office confirming acceptance and indexing of the filing; and
(iii) confirmation of payment of the applicable filing fee, including wire transfer receipts or electronic payment confirmations, as applicable.
We note that the copies enclosed herewith are the acknowledgment copies returned by the respective filing offices in electronic form on or promptly following the date of filing. File-stamped original copies of each UCC-1 financing statement will be forwarded to the Collateral Agent and the Administrative Agent under separate cover upon their receipt by this firm from the applicable filing offices. We anticipate receiving the originals from the Delaware Secretary of State within approximately five to ten business days of the filing date and from the Loudoun County Circuit Court Clerk's Office within approximately fifteen to twenty business days of the filing date.
Post-Closing Continuation Filing Reminders
As required under Article 9 of the Uniform Commercial Code, each UCC-1 financing statement described herein is effective for a period of five (5) years from its date of filing. In order to maintain the effectiveness of these filings and to avoid a lapse of perfection, UCC-3 continuation statements must be filed within the six-month period preceding the fifth anniversary of each original filing date.
Accordingly, the continuation filing window for all three filings opens on December 3, 2028 and closes on June 3, 2029. If timely continuation statements are not filed within this window, each financing statement will lapse by its terms, and the perfection of the security interests evidenced thereby will be lost. Given that the maturity date of the Credit Agreement is June 3, 2031, at least one round of continuation filings will be required during the term of the Facility.
Calderwood & Harkness will include these critical dates in the comprehensive post-closing compliance calendar to be transmitted separately under cover of our Post-Closing Letter, which is expected to be distributed to all relevant parties on or about June 10, 2024. We will also maintain appropriate docket entries in our matter management system and will send advance reminders to IHDC (Attention: Jonathan Pryce-Williams, General Counsel) and Pinnacle Trust Company, N.A. (Attention: William Hargrove, Senior Vice President, Corporate Trust) no later than September 2028 to allow adequate time for the preparation and filing of continuation statements.
We would be pleased to assist with the preparation and filing of continuation statements at such time as they become due, and we recommend that the parties confer no later than the fourth quarter of 2028 to confirm the filing arrangements and any changes to debtor or secured party information that may need to be reflected in the continuation filings.
Please do not hesitate to contact the undersigned or Stephanie Okafor if you have any questions regarding the enclosed materials or require any additional information in connection with the UCC filings described herein.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Daniel Obi Lead Associate, Banking & Finance Calderwood & Harkness LLP 125 Broad Street New York, New York 10004 Telephone: (212) 558-4127
Email: daniel.obi@calderwoodharkness.com
Enclosures (as described herein)
III. UCC-1 FINANCING STATEMENT NO. 1
IRONHAVEN DATA CENTERS LLC (DELAWARE)
A. Filing Details
B. Debtor Information (UCC-1 box 1)
The debtor name set forth above was verified against the Debtor's Certificate of Formation on file with the Delaware Secretary of State and the results of the certified search conducted by Calderwood & Harkness prior to filing. The name as stated on the financing statement exactly matches the name of the Debtor as set forth in the public record of the Delaware Secretary of State, as required by Section 9-503(a)(1) of the Delaware Uniform Commercial Code, to ensure the financing statement is "sufficient" and would be discovered by a search of the filing office's records under the Debtor's correct legal name.
C. Secured Party Information (UCC-1 box 4)
The Secured Party is acting in its capacity as Collateral Agent for the benefit of the Secured Parties under and as defined in the US Security Agreement. The designation "as Collateral Agent" has been included in the Secured Party name field to reflect the representative capacity in which Pinnacle Trust Company, N.A. holds the security interests being perfected, consistent with Section 9-502(a)(2) of the UCC and the provisions of Section 9-503(d) permitting a representative to be named as the secured party of record.
D. Collateral Description (UCC-1 box 5)
The following collateral description was set forth in box 5 of the UCC-1 financing statement as filed:
All personal property of the Debtor, whether now owned or hereafter acquired, including but not limited to: all accounts, chattel paper (including electronic chattel paper and tangible chattel paper), deposit accounts, documents, equipment, fixtures, general intangibles (including payment intangibles and software), goods (including inventory), instruments (including promissory notes), intellectual property (including patents, trademarks, copyrights, trade secrets, and all licenses therefor), investment property (including certificated and uncertificated securities, security entitlements, securities accounts, and commodity contracts), letter-of-credit rights, money, commercial tort claims (as identified in the Security Agreement), supporting obligations, and all proceeds and products of any and all of the foregoing (including insurance proceeds), in each case as more fully described in that certain Pledge and Security Agreement dated as of May 15, 2024, among the Debtor, Ironhaven Holdings Inc., and the Secured Party.
Also included within the collateral covered by this financing statement: all equity interests in Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (HRB 129457, Amtsgericht Frankfurt am Main), directly owned by the Debtor, and all proceeds and distributions thereon, whether in the form of cash dividends, stock dividends, liquidating distributions, or otherwise, and all rights and privileges pertaining to such equity interests, including voting rights, rights to receive distributions, and rights upon dissolution or winding up.
The collateral description set forth above is intended to satisfy the "super-generic" standard permitted for financing statements under Section 9-504(2) of the UCC, which provides that a financing statement sufficiently indicates the collateral if it covers "all assets" or "all personal property" of the debtor. The more detailed enumeration of specific collateral categories has been included for the avoidance of doubt and to provide additional notice to searching parties. The collateral description on the financing statement is broader than, and is intended to encompass, the specific collateral descriptions set forth in the US Security Agreement. To the extent of any inconsistency between the collateral described in this financing statement and the collateral described in the US Security Agreement, the US Security Agreement shall control the scope of the security interest actually granted.
E. Filing Receipt / Acknowledgment
The Delaware Secretary of State issued an electronic acknowledgment copy of UCC-1 Filing No. 2024-3417852 on June 3, 2024, confirming acceptance and indexing of the filing. The acknowledgment copy bears the file stamp of the Delaware Secretary of State, reflects the assigned filing number (2024-3417852), and confirms the date and time of filing. A copy of the acknowledgment is enclosed herewith as Tab B-1 of Exhibit B.
The file-stamped original of the UCC-1 financing statement will be forwarded to the Collateral Agent and the Administrative Agent upon receipt from the Delaware Secretary of State. Based on customary processing times, we anticipate receipt of the original within approximately five to ten business days of the filing date.
The certified copy of the UCC-1 financing statement, as filed, is enclosed herewith as Tab A-1 of Exhibit A.
IV. UCC-1 FINANCING STATEMENT NO. 2
IRONHAVEN HOLDINGS INC. (DELAWARE)
A. Filing Details
B. Debtor Information (UCC-1 box 1)
The debtor name set forth above was verified against the Debtor's Certificate of Incorporation on file with the Delaware Secretary of State and the results of the certified search conducted by Calderwood & Harkness prior to filing. The name as stated on the financing statement exactly matches the name of the Debtor as set forth in the public record of the Delaware Secretary of State, as required by Section 9-503(a)(1) of the Delaware Uniform Commercial Code. Holdings is the sole member and direct parent of IHDC and has granted a security interest in, among other things, its membership interests in IHDC and all of its other personal property pursuant to the US Security Agreement and the Equity Interest Pledge Agreement.
C. Secured Party Information (UCC-1 box 4)
The Secured Party is acting in its capacity as Collateral Agent for the benefit of the Secured Parties under and as defined in the US Security Agreement and the Equity Interest Pledge Agreement. As with Filing No. 1, the designation "as Collateral Agent" has been included in the Secured Party name field to reflect the representative capacity in which Pinnacle Trust Company, N.A. holds the security interests being perfected, consistent with Section 9-502(a)(2) of the UCC.
D. Collateral Description (UCC-1 box 5)
The following collateral description was set forth in box 5 of the UCC-1 financing statement as filed:
All personal property of the Debtor, whether now owned or hereafter acquired, including but not limited to: all accounts, chattel paper (including electronic chattel paper and tangible chattel paper), deposit accounts, documents, equipment, general intangibles (including payment intangibles and software), goods (including inventory), instruments (including promissory notes), investment property (including certificated and uncertificated securities, security entitlements, securities accounts, and commodity contracts), letter-of-credit rights, money, supporting obligations, and all proceeds and products of any and all of the foregoing (including insurance proceeds), in each case as more fully described in that certain Pledge and Security Agreement dated as of May 15, 2024, among the Debtor, Ironhaven Data Centers LLC, and the Secured Party.
Also included within the collateral covered by this financing statement: one hundred percent (100%) of the membership interests in Ironhaven Data Centers LLC, a Delaware limited liability company, directly owned by the Debtor, including all distributions (whether in cash, property, or otherwise), proceeds, and rights relating thereto, including all rights to receive allocations, distributions, and returns of capital, all voting and management rights, all rights to participate in the management and operation of IHDC, and all rights upon dissolution or winding up of IHDC, as more fully described in that certain Equity Interest Pledge Agreement dated as of May 15, 2024, between the Debtor and the Secured Party.
The pledged membership interests in IHDC constitute "general intangibles" under Article 9 of the UCC, as the membership interests in a Delaware limited liability company are not "securities" within the meaning of Article 8 of the UCC unless the relevant operating agreement expressly opts in to Article 8 treatment. We have reviewed the Amended and Restated Limited Liability Company Agreement of IHDC, dated as of January 15, 2022, and have confirmed that the membership interests in IHDC have not been designated as "securities" governed by Article 8. Accordingly, perfection of the security interest in such membership interests is accomplished by filing a UCC-1 financing statement with the Delaware Secretary of State, as the jurisdiction of organization of the Debtor (Holdings), and no additional steps (such as "control" under Article 8) are required for perfection, although "control" may be necessary to achieve priority in certain circumstances.
E. Filing Receipt / Acknowledgment
The Delaware Secretary of State issued an electronic acknowledgment copy of UCC-1 Filing No. 2024-3417866 on June 3, 2024, confirming acceptance and indexing of the filing. The acknowledgment copy bears the file stamp of the Delaware Secretary of State, reflects the assigned filing number (2024-3417866), and confirms the date and time of filing. A copy of the acknowledgment is enclosed herewith as Tab B-2 of Exhibit B.
The file-stamped original of the UCC-1 financing statement will be forwarded to the Collateral Agent and the Administrative Agent upon receipt from the Delaware Secretary of State. Based on customary processing times, we anticipate receipt of the original within approximately five to ten business days of the filing date.
The certified copy of the UCC-1 financing statement, as filed, is enclosed herewith as Tab A-2 of Exhibit A.
V. UCC-1 FINANCING STATEMENT NO. 3
FIXTURE FILING — IRONHAVEN DATA CENTERS LLC (LOUDOUN COUNTY, VIRGINIA)
A. Filing Details
Note: This filing constitutes a "fixture filing" within the meaning of Virginia Code § 8.9A-102(a)(40) and has been filed in the office where a mortgage on the related real property would be recorded, as required by Virginia Code § 8.9A-502(b) and § 8.9A-301(3)(A). The fixture filing is necessary to perfect a security interest in goods that are or are to become fixtures and to establish the Collateral Agent's priority as against the interests of encumbrancers and owners of the real property to which the fixtures are affixed, as provided in Virginia Code § 8.9A-334.
B. Debtor Information (UCC-1 box 1)
The debtor name set forth above was verified against the Debtor's Certificate of Formation on file with the Delaware Secretary of State. Although this filing is made in Virginia, the debtor name requirements of Section 9-503(a)(1) of the UCC, which look to the organic record of the debtor's jurisdiction of organization, continue to apply. The Debtor is organized in Delaware notwithstanding that the real property to which the fixtures are affixed is located in Loudoun County, Virginia.
C. Secured Party Information (UCC-1 box 4)
D. Collateral Description (UCC-1 box 5) — Fixtures
The following collateral description was set forth in box 5 of the UCC-1 financing statement as filed:
All fixtures now owned or hereafter acquired by the Debtor and located on, or to be located on, the real property described in box 6 of this financing statement, including but not limited to: all data center infrastructure equipment affixed to the realty, including diesel and natural gas generators and associated fuel systems, uninterruptible power supply (UPS) systems, power distribution units (PDUs), automatic transfer switches (ATS), switchgear, transformers, busway and bus duct systems, computer room air conditioning (CRAC) units, computer room air handler (CRAH) units, in-row and overhead cooling units, raised floor systems and associated pedestals and stringers, fire detection and suppression systems (including pre-action sprinkler systems and clean agent suppression systems), building management systems (BMS) and environmental monitoring systems, physical security systems (including access control, surveillance, and intrusion detection systems), structured cabling and conduit systems (including fiber optic and copper cabling infrastructure), cooling towers, chillers, condensers, pumps, piping, and cooling distribution systems, and all other items of personal property that constitute fixtures under applicable law by reason of their annexation to or installation in the improvements located on the real property described below, together with all accessions, replacements, substitutions, additions, and improvements thereto, and all proceeds (including insurance proceeds) thereof.
The collateral description is intended to encompass the full range of specialized data center infrastructure equipment that is, or will be, affixed to the real property comprising the IHDC Ashburn campus. Given the capital-intensive nature of data center operations and the significant value of the fixtures associated therewith, this fixture filing is an essential component of the overall collateral package securing the Facility.
E. Real Property Description (UCC-1 box 6 — Required for Fixture Filings)
As required for a fixture filing under Virginia Code § 8.9A-502(b), the financing statement includes the following description of the real property to which the fixtures are or will be affixed, together with identification of the record owner:
Tax Parcel No. 087-27-1234: Approximately seventy-two (72) acres of land, together with all buildings, structures, and improvements located thereon, situated at 4500 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147, as more particularly described by metes and bounds in Exhibit A to the Deed of Trust referenced below.
Tax Parcel No. 087-27-1235: Approximately seventy (70) acres of land, together with all buildings, structures, and improvements located thereon, situated at 4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147, as more particularly described by metes and bounds in Exhibit A to the Deed of Trust referenced below.
The above-described parcels together comprise approximately one hundred forty-two (142) acres and are more particularly described in Exhibit A to that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of May 15, 2024 (the "Deed of Trust"), by Ironhaven Data Centers LLC, as grantor, to Pinnacle Trust Company, N.A., as trustee and collateral agent, recorded in the land records of Loudoun County, Virginia, on June 3, 2024.
Record Owner of Real Property: Ironhaven Data Centers LLC
The real property description set forth above cross-references the more complete legal description contained in Exhibit A to the Deed of Trust, which includes a full metes and bounds description, a survey reference, and a title insurance commitment reference. The fixture filing is designed to be read in conjunction with the Deed of Trust, which was recorded contemporaneously with this UCC-1 financing statement in the land records of Loudoun County, Virginia.
F. Additional Information (UCC-1 box 7)
The following additional designations were checked in box 7 of the UCC-1 financing statement, as applicable:
•  Fixture Filing: This financing statement is to be filed for record in the real estate records. This financing statement is filed as a fixture filing.
•  Record Owner: The Debtor is the record owner of the real property described in box 6 of this financing statement.
These designations are required for a valid fixture filing under Virginia Code § 8.9A-502(b), which requires that a fixture filing (i) indicate that it covers fixtures or goods that are to become fixtures, (ii) indicate that it is to be filed in the real property records, (iii) provide a description of the related real property sufficient to give constructive notice of a mortgage under applicable law, and (iv) if the debtor does not have an interest of record in the real property, identify the record owner. In this case, the Debtor is the record owner, and such fact has been indicated on the financing statement.
G. Filing Receipt / Acknowledgment
The Loudoun County Circuit Court Clerk's Office issued an acknowledgment of the recording of UCC-1 Instrument No. 2024-0042891 on June 3, 2024, confirming acceptance and indexing of the filing in the land records of Loudoun County, Virginia. The acknowledgment reflects the assigned instrument number (2024-0042891), the date of recording, and, to the extent applicable, the book and page reference within the land records. A copy of the acknowledgment is enclosed herewith as Tab B-3 of Exhibit B.
The file-stamped original of the UCC-1 financing statement will be forwarded to the Collateral Agent and the Administrative Agent upon receipt from the Loudoun County Circuit Court Clerk's Office. Based on customary processing times for the Loudoun County land records office, we anticipate receipt of the original within approximately fifteen to twenty business days of the filing date.
The certified copy of the UCC-1 financing statement, as filed, is enclosed herewith as Tab A-3 of Exhibit A.
VI. FILING FEE SUMMARY
The following table sets forth a summary of the filing fees paid in connection with the UCC-1 financing statements described in this Filing Package:
Filing fees for the two Delaware filings were paid via electronic payment through the Delaware Secretary of State's online filing portal at the time of filing. The filing fee for the Loudoun County fixture filing was paid by check drawn on Calderwood & Harkness LLP's trust account, presented to the Loudoun County Circuit Court Clerk's Office at the time of in-person filing.
All filing fees in the aggregate amount of $569.00 were advanced by Calderwood & Harkness LLP on behalf of the parties and are included as disbursements in Calderwood & Harkness LLP's billing statements to Ironhaven Data Centers LLC under Matter No. 1043-00001, Billing Code IHDC-TLB-2024, in accordance with the terms of the engagement letter between Calderwood & Harkness LLP and Crescent Harbor Bank, N.A., dated April 2, 2024, and the fee and expense reimbursement provisions of Section 10.04 of the Credit Agreement.
Payment confirmations and receipts for all filing fees are enclosed herewith as Exhibit C to this Filing Package.
VII. CROSS-REFERENCE TO RELATED SECURITY FILINGS AND DOCUMENTS
A. US Security Documents Cross-Reference
The UCC-1 financing statements described in this Filing Package are part of a broader package of security documents and filings designed to create and perfect the first-priority security interests securing the obligations of the Borrower and the Guarantor under the Credit Agreement. The following is a summary of the principal US security documents and related filings, provided for cross-reference purposes:
1.  Pledge and Security Agreement (US Security Agreement) — Executed as of May 15, 2024, by and among Ironhaven Data Centers LLC and Ironhaven Holdings Inc., as grantors, and Pinnacle Trust Company, N.A., as Collateral Agent. This agreement constitutes the principal US security instrument and creates security interests in substantially all personal property of IHDC and Holdings, including accounts, equipment, inventory, general intangibles, intellectual property, investment property, deposit accounts, and all proceeds thereof. The collateral descriptions in UCC-1 Filing Nos. 1 and 2 are intended to encompass the collateral described in this agreement.
2.  Equity Interest Pledge Agreement — Executed as of May 15, 2024, by Ironhaven Holdings Inc. in favor of Pinnacle Trust Company, N.A., as Collateral Agent. This agreement creates a first-priority security interest in one hundred percent (100%) of the membership interests in Ironhaven Data Centers LLC held by Holdings. The pledged equity interests are reflected in the collateral description of UCC-1 Filing No. 2. Stock powers, membership interest assignments, and other related transfer documents have been delivered to the Collateral Agent in accordance with the terms of the Equity Interest Pledge Agreement.
3.  Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing — Executed as of May 15, 2024, by Ironhaven Data Centers LLC, as grantor, to Pinnacle Trust Company, N.A., as trustee and collateral agent, and recorded in the land records of Loudoun County, Virginia, on June 3, 2024. This instrument encumbers the approximately 142-acre Ashburn campus comprising Tax Parcel Nos. 087-27-1234 and 087-27-1235 and secures the obligations under the Credit Agreement. UCC-1 Filing No. 3 (the fixture filing) supplements the fixture security interest created under this Deed of Trust.
4.  Deposit Account Control Agreements (DACAs) — Executed as of May 15, 2024, by and among Ironhaven Data Centers LLC, Pinnacle Trust Company, N.A., as Collateral Agent, and Crescent Harbor Bank, N.A., as depository bank, with respect to each of IHDC's deposit accounts maintained at Crescent Harbor Bank, N.A. These agreements establish "control" over the Debtor's deposit accounts for purposes of perfection and priority under Sections 9-104 and 9-327 of the UCC. A total of four (4) DACAs were executed, covering the following accounts:
(a) Operating Account No. XXXX-7841;
(b) Revenue Collection Account No. XXXX-2309;
(c) Capital Expenditure Reserve Account No. XXXX-5614; and
(d) Debt Service Reserve Account No. XXXX-8927.
5.  intellectual Property Security Agreement — Executed as of May 15, 2024, by Ironhaven Data Centers LLC in favor of Pinnacle Trust Company, N.A., as Collateral Agent, covering all of IHDC's patents, patent applications, trademarks, trademark applications, and copyrights, together with all licenses, royalties, and proceeds related thereto. Separate IP filings with the United States Patent and Trademark Office (with respect to trademarks and patents) and the United States Copyright Office (with respect to registered copyrights) are to be completed post-closing in accordance with the Post-Closing Letter. These filings are expected to be made on or before June 28, 2024, within the post-closing period specified in Section 6.14 of the Credit Agreement.
B. Pre-Existing UCC Filings — Termination
In connection with the closing of the Facility on June 3, 2024, the following pre-existing UCC filing was identified and terminated:
A UCC-3 Termination Statement was filed contemporaneously with the UCC-1 financing statements described herein to terminate the existing UCC-1 financing statement of record filed by Greystone Mezzanine Fund II, LP, as secured party, against Ironhaven Data Centers LLC, as debtor, with the Delaware Secretary of State. The original UCC-1 filing was made in connection with the $130,000,000 in mezzanine notes (CUSIP 39817MAB3) previously issued by IHDC to Greystone Mezzanine Fund II, LP.
The Greystone mezzanine notes were repaid in full at the closing of the Facility on June 3, 2024. The total payoff amount, as confirmed by the payoff letter from Greystone Mezzanine Fund II, LP dated May 30, 2024, was $132,708,333.33, consisting of $130,000,000.00 in outstanding principal plus $2,708,333.33 in accrued payment-in-kind (PIK) interest through the payoff date. Wire instructions for the payoff were provided by Greystone, and Calderwood & Harkness confirmed the receipt of funds and the release of the security interest prior to making the termination filing.
The Greystone UCC-1 filing was the only pre-existing UCC filing against IHDC or Holdings identified in the comprehensive lien search results summarized in Calderwood & Harkness's letter to Crescent Harbor Bank, N.A., dated May 8, 2024, which covered UCC searches conducted through the Delaware Secretary of State, the Virginia State Corporation Commission, and the Loudoun County Circuit Court Clerk's Office. No judgment liens, federal tax liens, or other encumbrances were identified in such searches, other than the Greystone filing described above and certain permitted liens described in Schedule 7.01 to the Credit Agreement.
C. German Security Filings
For completeness of reference, we note that security interests in the German-situs assets of Ironhaven Frankfurt GmbH, the Co-Borrower, are perfected under German law through separate instruments and proceedings and are not subject to UCC filing requirements under applicable US law. The German security package includes the following instruments, which are being administered by Eisenhardt & Partner Rechtsanwälte, Frankfurt am Main, as German counsel to the Lenders:
1.  *Grundschuld* (Land Charge) — A non-accessory land charge (Buchgrundschuld) over the Frankfurt campus parcel, registered in the Grundbuch of Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, comprising approximately 18.7 hectares. Registration of the Grundschuld with the Grundbuchamt (Land Registry Office) of Frankfurt am Main was applied for on June 3, 2024, and is pending. Based on current processing times at the Grundbuchamt, registration is expected to be confirmed by August 2024. A priority notice (Vormerkung) has been registered to protect the Collateral Agent's position pending completion of the Grundschuld registration.
2.  *Globalzession* (Global Assignment of Receivables) — An assignment for security purposes of all present and future receivables of Ironhaven Frankfurt GmbH.
3.  *Kontoverpfändung* (Account Pledge) — A pledge of all bank accounts maintained by Ironhaven Frankfurt GmbH with Calderon Savings Bank and Dunmore Bancorp.
4.  *Sicherungsübereignungsvertrag* (Security Transfer Agreement) — A transfer for security purposes of all movable assets (including servers, networking equipment, and other data center equipment) located at the Frankfurt campus.
5.  *Anteilsverpfändungsvertrag* (Share Pledge Agreement) — A notarized pledge of one hundred percent (100%) of the shares (Geschäftsanteile) in Ironhaven Frankfurt GmbH (HRB 129457, Amtsgericht Frankfurt am Main), granted by Ironhaven Data Centers LLC as the sole shareholder. This instrument was notarized on May 15, 2024, before Notar Dr. Klaus Weitmann in Frankfurt am Main, and notice of the pledge has been filed with the commercial register (Handelsregister) maintained by the Amtsgericht Frankfurt am Main.
Calderwood & Harkness's responsibility in this matter is limited to the US security filings and related US law matters. All questions regarding the German security package should be directed to Eisenhardt & Partner Rechtsanwälte (Attention: Dr. Markus Eisenhardt, Partner), who are providing separate legal opinions and reporting on the status of the German security filings.
VIII. CONTINUATION FILING CALENDAR
The following table sets forth the continuation filing deadlines applicable to each of the UCC-1 financing statements filed in connection with the Facility. Pursuant to Section 9-515(a) of the UCC, a filed financing statement is effective for a period of five (5) years after the date of filing. Under Section 9-515(d), a continuation statement may be filed only within six (6) months before the expiration of the five-year period. If a timely continuation statement is not filed, the financing statement will lapse and the perfection of the security interest will be lost.
Critical Notes and Reminders
Consequence of Failure to File. Failure to file UCC-3 continuation statements within the six-month window prior to the five-year anniversary of the original filing date will result in an automatic lapse of the financing statement and the irrevocable loss of perfection of the security interest evidenced thereby. A lapse cannot be cured after the fact; rather, a new UCC-1 financing statement would need to be filed, and the new filing would be effective only from the date of the new filing, resulting in a gap in perfection and potential loss of priority.
Term Loan Maturity Considerations. The stated maturity date of the Term Loan B facility under the Credit Agreement is June 3, 2031, which is seven (7) years from the Closing Date. Accordingly, at least one round of continuation filings will be required during the term of the Facility in order to maintain the effectiveness of the UCC-1 financing statements and the perfection of the security interests granted thereunder. If the Facility remains outstanding beyond June 3, 2034 (e.g., as a result of any amendment or extension), a second round of continuation filings would be required during the six-month window preceding June 3, 2034.
Calderwood & Harkness Docket and Reminders. Calderwood & Harkness LLP will maintain docket entries in its matter management system corresponding to the continuation filing deadlines set forth above. The firm will send advance reminders to the following parties no later than September 2028, to allow adequate time for the preparation, review, and filing of continuation statements prior to the opening of the continuation window:
•  Ironhaven Data Centers LLC — Attention: Jonathan Pryce-Williams, General Counsel & Secretary
•  Pinnacle Trust Company, N.A. — Attention: William Hargrove, Senior Vice President, Corporate Trust
•  Crescent Harbor Bank, N.A. — Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services
Responsibility for Filing. The parties are reminded that the obligation to file continuation statements rests with the Secured Party (or its authorized representative). Under Section 6.14(b) of the Credit Agreement and Section 5.10 of the US Security Agreement, the Borrower and the Guarantors have covenanted to cooperate with and authorize the filing of continuation statements, and the Collateral Agent has been authorized to file continuation statements on behalf of the Secured Parties without additional authorization from the Borrower or any Grantor.
Calderwood & Harkness would be pleased to assist with the preparation and filing of continuation statements at such time as they become due. We recommend that the parties confer no later than the fourth quarter of 2028 to confirm the filing arrangements, review any changes to debtor names or organizational information that may need to be reflected in the continuation filings, and coordinate with respect to the Loudoun County fixture filing continuation.
IX. EXHIBIT A
CERTIFIED COPIES OF UCC-1 FINANCING STATEMENTS (AS FILED)
The following tabs contain the certified and/or file-stamped copies of each UCC-1 financing statement filed in connection with the Facility, as received from the applicable filing offices:
Tab A-1.  UCC-1 Filing No. 2024-3417852 Debtor: Ironhaven Data Centers LLC Filing Office: Delaware Secretary of State Filing Date: June 3, 2024
Certified / file-stamped copy enclosed herewith.
Tab A-2.  UCC-1 Filing No. 2024-3417866 Debtor: Ironhaven Holdings Inc. Filing Office: Delaware Secretary of State Filing Date: June 3, 2024
Certified / file-stamped copy enclosed herewith.
Tab A-3.  UCC-1 Filing No. 2024-0042891 Debtor: Ironhaven Data Centers LLC (Fixture Filing) Filing Office: Loudoun County Circuit Court, Clerk's Office, Leesburg, Virginia Filing Date: June 3, 2024
Certified / file-stamped copy enclosed herewith.
X. EXHIBIT B
FILING RECEIPTS AND ACKNOWLEDGMENTS
The following tabs contain the filing receipts and/or acknowledgments issued by the applicable filing offices confirming acceptance and indexing of each UCC-1 financing statement:
Tab B-1.  Delaware Secretary of State — Acknowledgment UCC-1 Filing No. 2024-3417852 Debtor: Ironhaven Data Centers LLC Confirmation of acceptance and indexing of filing.
Acknowledgment copy enclosed herewith.
Tab B-2.  Delaware Secretary of State — Acknowledgment UCC-1 Filing No. 2024-3417866 Debtor: Ironhaven Holdings Inc. Confirmation of acceptance and indexing of filing.
Acknowledgment copy enclosed herewith.
Tab B-3.  Loudoun County Circuit Court, Clerk's Office — Acknowledgment UCC-1 Instrument No. 2024-0042891 Debtor: Ironhaven Data Centers LLC (Fixture Filing) Confirmation of recording and indexing in the land records of Loudoun County, Virginia.
Acknowledgment copy enclosed herewith.
XI. EXHIBIT C
FILING FEE PAYMENT CONFIRMATIONS
The following tabs contain the payment confirmations and receipts evidencing payment of all filing fees in connection with the UCC-1 financing statements described in this Filing Package:
Tab C-1.  Payment Confirmation — Delaware Secretary of State Filings Filing Nos. 2024-3417852 and 2024-3417866 Total Fees Paid: $534.00 ($267.00 per filing x 2 filings) Method of Payment: Electronic payment via Delaware Secretary of State online filing portal Date of Payment: June 3, 2024 Charged to: Calderwood & Harkness LLP client trust account (Matter No. 1043-00001)
Electronic payment receipt enclosed herewith.
Tab C-2.  Payment Confirmation — Loudoun County Circuit Court Filing Instrument No. 2024-0042891 Fee Paid: $35.00 Method of Payment: Firm check No. 108247 drawn on Calderwood & Harkness LLP trust account, presented at the time of in-person filing at the Loudoun County Circuit Court Clerk's Office Date of Payment: June 3, 2024 Charged to: Calderwood & Harkness LLP client trust account (Matter No. 1043-00001)
Copy of check and/or payment receipt enclosed herewith.
End of UCC-1 Financing Statements — Filing Package
Calderwood & Harkness LLP Matter No. 1043-00001 Billing Code: IHDC-TLB-2024
Date: June 3, 2024
CONFIDENTIAL — ATTORNEY WORK PRODUCT
Matter Number: | 1043-00001
Billing Code: | IHDC-TLB-2024
Date of Package: | June 3, 2024 (Closing Date)
TO: | Pinnacle Trust Company, N.A. (as Collateral Agent)
Attention: William Hargrove, Senior Vice President, Corporate Trust
101 Constitution Avenue NW
Washington, D.C. 20001
CC: | Crescent Harbor Bank, N.A. (as Administrative Agent)
Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services
1200 Harbor Point Drive
Charlotte, North Carolina 28202
CC: | Catherine Ellsworth, Lead Partner, Finance
Blackthorn & Sundial Software
51 West 52nd Street
New York, New York 10019
CC: | Jonathan Pryce-Williams, General Counsel & Secretary
Ironhaven Data Centers LLC
4500 Dominion Ridge Boulevard, Suite 300
Ashburn, Virginia 20147
CC: | Natasha Greenfeld, Vice President, Treasury & Capital Markets
Ironhaven Data Centers LLC
4500 Dominion Ridge Boulevard, Suite 300
Ashburn, Virginia 20147
FROM: | Daniel Obi, Lead Associate, Banking & Finance
Calderwood & Harkness LLP
125 Broad Street
New York, New York 10004
SUPERVISING PARTNER: | Stephanie Okafor, Responsible Partner, Banking & Finance
Calderwood & Harkness LLP
DATE: | June 3, 2024
RE: | UCC-1 Financing Statements — Filing Package
Ironhaven Data Centers LLC — $950,000,000 Senior Secured Term Loan B
Matter No. 1043-00001
Filing No. | Filing Office | Debtor | Secured Party | Type | Filing Date | Filing Number
1 | Delaware Secretary of State | Ironhaven Data Centers LLC | Pinnacle Trust Company, N.A., as Collateral Agent | UCC-1 (blanket personal property) | June 3, 2024 | 2024-3417852
2 | Delaware Secretary of State | Ironhaven Holdings Inc. | Pinnacle Trust Company, N.A., as Collateral Agent | UCC-1 (blanket personal property + equity interests) | June 3, 2024 | 2024-3417866
3 | Loudoun County Circuit Court, Virginia | Ironhaven Data Centers LLC | Pinnacle Trust Company, N.A., as Collateral Agent | UCC-1 (fixture filing) | June 3, 2024 | 2024-0042891
Filing Office: | Delaware Secretary of State, Division of Corporations
John G. Townsend Building
401 Federal Street, Suite 4
Dover, Delaware 19901
Filing Number: | 2024-3417852
Filing Date and Time: | June 3, 2024
Filing Fee: | $267.00 (standard Delaware UCC-1 filing fee)
Method of Filing: | Electronic filing via Delaware Secretary of State online portal
Filer: | Calderwood & Harkness LLP, on behalf of the Secured Party
Debtor Name (Organization): | Ironhaven Data Centers LLC
Type of Organization: | Limited Liability Company
Jurisdiction of Organization: | Delaware
Organizational Identification Number: | 7482391 (Delaware file number as reflected on Certificate of Formation)
Mailing Address: | 4500 Dominion Ridge Boulevard, Suite 300
Ashburn, Virginia 20147
EIN: | 84-3291057
Secured Party Name (Organization): | Pinnacle Trust Company, N.A., as Collateral Agent
Mailing Address: | 101 Constitution Avenue NW
Washington, D.C. 20001
Filing Office: | Delaware Secretary of State, Division of Corporations
John G. Townsend Building
401 Federal Street, Suite 4
Dover, Delaware 19901
Filing Number: | 2024-3417866
Filing Date and Time: | June 3, 2024
Filing Fee: | $267.00 (standard Delaware UCC-1 filing fee)
Method of Filing: | Electronic filing via Delaware Secretary of State online portal
Filer: | Calderwood & Harkness LLP, on behalf of the Secured Party
Debtor Name (Organization): | Ironhaven Holdings Inc.
Type of Organization: | Corporation
Jurisdiction of Organization: | Delaware
Organizational Identification Number: | 6917824 (Delaware file number as reflected on Certificate of Incorporation)
Mailing Address: | 4500 Dominion Ridge Boulevard, Suite 300
Ashburn, Virginia 20147
EIN: | 84-3291044
Secured Party Name (Organization): | Pinnacle Trust Company, N.A., as Collateral Agent
Mailing Address: | 101 Constitution Avenue NW
Washington, D.C. 20001
Filing Office: | Loudoun County Circuit Court, Clerk's Office
18 East Market Street
Leesburg, Virginia 20176
(Office of recording for land records of Loudoun County)
Filing / Instrument Number: | 2024-0042891
Filing Date: | June 3, 2024
Filing Fee: | $35.00 (Virginia fixture filing fee for UCC-1)
Method of Filing: | In-person filing by local counsel agent
Filer: | Calderwood & Harkness LLP, on behalf of the Secured Party
Debtor Name (Organization): | Ironhaven Data Centers LLC
Type of Organization: | Limited Liability Company
Jurisdiction of Organization: | Delaware
Mailing Address: | 4500 Dominion Ridge Boulevard, Suite 300
Ashburn, Virginia 20147
Secured Party Name (Organization): | Pinnacle Trust Company, N.A., as Collateral Agent
Mailing Address: | 101 Constitution Avenue NW
Washington, D.C. 20001
Filing | Filing Office | Fee
UCC-1 No. 1 — Ironhaven Data Centers LLC (Delaware) | Delaware Secretary of State | $267.00
UCC-1 No. 2 — Ironhaven Holdings Inc. (Delaware) | Delaware Secretary of State | $267.00
UCC-1 No. 3 — Fixture Filing (Loudoun County, VA) | Loudoun County Circuit Court | $35.00
Total Filing Fees | $569.00
Original Filing | Filing Number | Filing Date | 5-Year Anniversary | Continuation Window Opens | Continuation Filing Deadline
UCC-1 No. 1 (IHDC — Delaware) | 2024-3417852 | June 3, 2024 | June 3, 2029 | December 3, 2028 | June 3, 2029
UCC-1 No. 2 (Holdings — Delaware) | 2024-3417866 | June 3, 2024 | June 3, 2029 | December 3, 2028 | June 3, 2029
UCC-1 No. 3 (Fixture — Loudoun County) | 2024-0042891 | June 3, 2024 | June 3, 2029 | December 3, 2028 | June 3, 2029

UCC-1 FINANCING STATEMENTS — FILING PACKAGE

TRANSMITTAL MEMORANDUM

CALDERWOOD & HARKNESS LLP

III. UCC-1 FINANCING STATEMENT NO. 1

IRONHAVEN DATA CENTERS LLC (DELAWARE)

IV. UCC-1 FINANCING STATEMENT NO. 2

IRONHAVEN HOLDINGS INC. (DELAWARE)

V. UCC-1 FINANCING STATEMENT NO. 3

VI. FILING FEE SUMMARY

VII. CROSS-REFERENCE TO RELATED SECURITY FILINGS AND DOCUMENTS

VIII. CONTINUATION FILING CALENDAR

IX. EXHIBIT A

CERTIFIED COPIES OF UCC-1 FINANCING STATEMENTS (AS FILED)

X. EXHIBIT B

FILING RECEIPTS AND ACKNOWLEDGMENTS

XI. EXHIBIT C

FILING FEE PAYMENT CONFIRMATIONS

Record

Parties

Dates

Amounts