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EQUITY INTEREST PLEDGE AGREEMENT

dated as of

May 15, 2024

among

IRONHAVEN HOLDINGS INC.

a Delaware corporation

(as "Holdings Pledgor")

IRONHAVEN DATA CENTERS LLC

a Delaware limited liability company

(as "IHDC Pledgor" and, together with Holdings Pledgor, the "Pledgors")

and

PINNACLE TRUST COMPANY, N.A.

a national trust company

(as "Collateral Agent")

acting for the benefit of the Secured Parties

Relating to the

Senior Secured Term Loan B Credit Agreement

dated as of May 15, 2024

among

Ironhaven Data Centers LLC (as Borrower), Ironhaven Frankfurt GmbH (as Co-Borrower), Ironhaven Holdings Inc. (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders party thereto

CUSIP: 46283LAA5

CONFIDENTIAL TREATMENT REQUESTED

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EQUITY INTEREST PLEDGE AGREEMENT

THIS EQUITY INTEREST PLEDGE AGREEMENT (this "Agreement"), dated as of May 15, 2024, is entered into by and among IRONHAVEN HOLDINGS INC., a corporation duly incorporated and validly existing under the laws of the State of Delaware ("Holdings Pledgor"), IRONHAVEN DATA CENTERS LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware ("IHDC Pledgor" and, together with Holdings Pledgor, the "Pledgors"), and PINNACLE TRUST COMPANY, N.A., a national trust company organized under the laws of the United States of America ("Collateral Agent"), acting in its capacity as Collateral Agent for the benefit of the Secured Parties (as defined herein).

RECITALS

WHEREAS:

A. Reference is made to that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (as Borrower), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (as Co-Borrower), Ironhaven Holdings Inc., a Delaware corporation (as Parent Guarantor), Crescent Harbor Bank, N.A., a national banking association (as Administrative Agent), Pinnacle Trust Company, N.A., a national trust company (as Collateral Agent), and the Lenders from time to time party thereto, which Credit Agreement provides for a Nine Hundred Fifty Million Dollar ($950,000,000) Senior Secured Term Loan B facility governed by the laws of the State of New York, with Crescent Harbor Bank, N.A. serving as Administrative Agent and Pinnacle Trust Company, N.A. serving as Collateral Agent for the benefit of the Secured Parties;

B. Ironhaven Holdings Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware and is the direct record and beneficial owner of one hundred percent (100%) of the outstanding limited liability company membership interests in Ironhaven Data Centers LLC, a Delaware limited liability company. Holdings Pledgor's principal executive offices are located at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, and Holdings Pledgor's Employer Identification Number is 84-3291044;

C. Ironhaven Data Centers LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware and is the direct record and beneficial owner of one hundred percent (100%) of the Geschäftsanteile (quotas/shares) in Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung registered at the Amtsgericht Frankfurt am Main under HRB 129457, with its registered office at Hanauer Landstraße 188, 60314 Frankfurt am Main, Federal Republic of Germany. IHDC Pledgor's Employer Identification Number is 84-3291057;

D. As a condition precedent to the obligations of the Lenders to make the Term Loans available to the Borrower and the Co-Borrower under the Credit Agreement, each Pledgor is required to execute and deliver this Equity Interest Pledge Agreement to the Collateral Agent for the ratable benefit of the Secured Parties, pledging the equity interests described herein as security for the Secured Obligations;

E. Reference is made to that certain First Lien / Super-Senior Intercreditor Agreement, dated as of May 15, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), among Ironhaven Data Centers LLC, Crescent Harbor Bank, N.A. (in its capacities as Term Loan Agent and as Revolver Agent), and Pinnacle Trust Company, N.A. (as Collateral Agent). Each Pledgor acknowledges and agrees that the liens and security interests granted hereunder are subject in all respects to the terms and provisions of the Intercreditor Agreement, and in the event of any conflict between the terms of this Agreement and the terms of the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern and control;

F. Each Pledgor will derive substantial direct and indirect benefit from the Term Loan facility and the transactions contemplated by the Credit Agreement, including (i) the funding of the construction of the Virginia campus data center facilities (estimated aggregate cost of Four Hundred Seventy-Five Million Dollars ($475,000,000)), (ii) the funding of the construction of the Frankfurt campus data center facilities (estimated aggregate cost 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 Dollars ($275,000,000) at the exchange rate as of the date hereof), (iii) the refinancing and payoff in full of the existing mezzanine notes in an aggregate principal amount of One Hundred Thirty Million Dollars ($130,000,000) issued to Greystone Mezzanine Fund II, LP, and (iv) general corporate purposes of the Borrower and its subsidiaries.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the Collateral Agent hereby agree as follows:

ARTICLE I — DEFINITIONS

Section 1.01 — Defined Terms

As used in this Agreement, the following terms shall have the meanings specified below:

"Administrative Agent" means Crescent Harbor Bank, N.A., a national banking association organized and existing under the laws of the United States of America, with its principal office located at 1200 Harbor Point Drive, Charlotte, North Carolina 28202, in its capacity as administrative agent under the Credit Agreement, together with its successors and assigns in such capacity.

"Agreement" means this Equity Interest Pledge Agreement, dated as of May 15, 2024, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Collateral Agent" means Pinnacle Trust Company, N.A., a national trust company organized and existing under the laws of the United States of America, with its principal office located at 101 Constitution Avenue NW, Washington, D.C. 20001, acting in its capacity as Collateral Agent under the Credit Agreement and this Agreement for the ratable benefit of the Secured Parties, together with its successors and assigns in such capacity.

"Credit Agreement" means that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024, among Ironhaven Data Centers LLC (as Borrower), Ironhaven Frankfurt GmbH (as Co-Borrower), Ironhaven Holdings Inc. (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders from time to time party thereto, as amended, restated, supplemented, or otherwise modified from time to time.

"Frankfurt Pledged Interests" means all of the Geschäftsanteile (quotas) in Ironhaven Frankfurt GmbH, representing one hundred percent (100%) of the share capital of IHDC Frankfurt, owned directly by IHDC Pledgor, as more particularly described in Schedule II hereto, together with all rights, powers, and privileges pertaining thereto under the articles of association (Satzung) of IHDC Frankfurt and applicable German law.

"German Share Pledge" means the German-law notarized share pledge agreement (Anteilsverpfändungsvertrag), dated as of May 15, 2024, by IHDC Pledgor in favor of Pinnacle Trust Company, N.A. (as Security Trustee), governed by the laws of the Federal Republic of Germany.

"Guarantee Agreement" means that certain Guarantee Agreement, dated as of May 15, 2024, by Ironhaven Holdings Inc. in favor of the Administrative Agent for the ratable benefit of the Secured Parties, as amended, restated, supplemented, or otherwise modified from time to time.

"Holdings Pledgor" means Ironhaven Holdings Inc., a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, with Employer Identification Number 84-3291044.

"IHDC" means Ironhaven Data Centers LLC, a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, with Employer Identification Number 84-3291057.

"IHDC Frankfurt" means Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung, registered at the Amtsgericht Frankfurt am Main under HRB 129457, with its registered office at Hanauer Landstraße 188, 60314 Frankfurt am Main, Federal Republic of Germany; Steuernummer: 045/127/98321; USt-IdNr.: DE347891205.

"IHDC Membership Interests" means all of the limited liability company membership interests in IHDC owned directly by Holdings Pledgor, representing one hundred percent (100%) of the outstanding membership interests in IHDC, as more particularly described in Schedule I hereto, together with all rights, powers, and privileges pertaining thereto under the IHDC Operating Agreement and applicable law.

"IHDC Operating Agreement" means the Amended and Restated Operating Agreement of Ironhaven Data Centers LLC, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms of this Agreement and the Credit Agreement.

"IHDC Pledgor" means Ironhaven Data Centers LLC, a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware.

"Intercreditor Agreement" means that certain First Lien / Super-Senior Intercreditor Agreement, dated as of May 15, 2024, among Ironhaven Data Centers LLC, Crescent Harbor Bank, N.A. (in its capacities as Term Loan Agent and as Revolver Agent), and Pinnacle Trust Company, N.A. (as Collateral Agent), as amended, restated, supplemented, or otherwise modified from time to time.

"Pledged Collateral" means, collectively, (a) the IHDC Membership Interests, (b) the Frankfurt Pledged Interests, and (c) all Proceeds of any and all of the foregoing, in each case as more particularly described in Article II hereof.

"Pledgors" means, collectively, Holdings Pledgor and IHDC Pledgor, and "Pledgor" means either of them, as the context may require.

"Proceeds" means "proceeds" as such term is defined in the UCC, and in any event shall include, without limitation, all dividends, distributions (whether in cash, property, or securities), cash, instruments, securities, and other property at any time received, receivable, or otherwise distributed or distributable in respect of, or in exchange for, any or all of the Pledged Collateral.

"Secured Obligations" means all "Obligations" as such term is defined in the Credit Agreement, including, without limitation, (a) all principal amounts outstanding under the Term Loans (aggregate commitments of Nine Hundred Fifty Million Dollars ($950,000,000)), (b) all interest thereon (at the rate of SOFR plus 425 basis points per annum for the USD Tranche and EURIBOR plus 425 basis points per annum for the EUR Sub-Tranche), (c) all fees (including the arrangement fee, administrative agent fee, and collateral agent fee), (d) all expenses, (e) all indemnification obligations, and (f) all other amounts owing under or in connection with the Credit Agreement, the Guarantee Agreement, the Security Documents (including this Agreement), and each other Loan Document, in each case whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, joint or several, matured or unmatured, and however arising (including by way of assumption, assignment, or operation of law).

"Secured Parties" means the Administrative Agent, the Collateral Agent, the Lenders, and their respective successors and assigns.

"Security Agreement" means that certain Pledge and Security Agreement, dated as of May 15, 2024, by and among Ironhaven Data Centers LLC and Ironhaven Holdings Inc. in favor of the Collateral Agent for the ratable benefit of the Secured Parties, as amended, restated, supplemented, or otherwise modified from time to time.

"Sponsor" means Thornfield Capital Partners, LP, a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware, with its principal office located at 800 Park Avenue, 22nd Floor, New York, New York 10021, together with its affiliated investment funds and general partners.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York or, when the laws of another jurisdiction govern the perfection or priority of a security interest in any item of collateral, the Uniform Commercial Code as in effect from time to time in such other jurisdiction (including, without limitation, the State of Delaware).

Section 1.02 — Terms Defined in Credit Agreement

All capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. Without limiting the generality of the foregoing, the terms "Business Day," "Event of Default," "Lenders," "Loan Documents," "Permitted Liens," "Required Lenders," "Security Documents," and "Term Loans" shall have the meanings assigned to such terms in the Credit Agreement.

Section 1.03 — UCC Terms

Unless otherwise defined in this Agreement, terms used herein that are defined in Article 8 or Article 9 of the UCC (including, without limitation, the terms "account," "certificated security," "control," "general intangible," "investment property," "proceeds," "security," "security entitlement," "securities account," and "uncertificated security") shall have the respective meanings set forth in the applicable Article of the UCC.

Section 1.04 — Rules of Construction

(a) The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the interpretation of any provision hereof.

(b) As used in this Agreement, the word "including" (and words of similar import) means "including, without limitation."

(c) References to any statute, regulation, or rule shall be deemed to refer to such statute, regulation, or rule as amended, modified, supplemented, or restated from time to time, and to any successor provision thereto.

(d) Words in the singular include the plural and vice versa; words importing a gender include all genders.

(e) References to "Sections," "Articles," "Schedules," and "Exhibits" are references to the corresponding sections, articles, schedules, and exhibits of this Agreement unless otherwise expressly provided.

(f) References to any agreement or document shall be deemed to include references to such agreement or document as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth in the Credit Agreement or this Agreement).

(g) References to the laws of any jurisdiction shall be deemed to include the laws of such jurisdiction without regard to conflicts-of-law principles that would require or permit the application of the laws of another jurisdiction, unless otherwise expressly stated.

ARTICLE II — PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.01 — Grant of Pledge by Holdings Pledgor

Holdings Pledgor hereby pledges, assigns, hypothecates, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and continuing lien on all of Holdings Pledgor's right, title, and interest in and to the following property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located (all of the following, collectively, the "Holdings Pledged Collateral"):

(a) One hundred percent (100%) of the limited liability company membership interests in Ironhaven Data Centers LLC owned by Holdings Pledgor (the "IHDC Membership Interests"), as more particularly described in Schedule I attached hereto and made a part hereof, including, without limitation, all of Holdings Pledgor's right, title, and interest in and to the capital, profits, losses, allocations, and distributions of IHDC;

(b) All rights, powers, and privileges of Holdings Pledgor with respect to the IHDC Membership Interests under the IHDC Operating Agreement, including, without limitation, all voting rights, consent rights, management rights, information rights, inspection rights, and rights to approve or disapprove actions of IHDC;

(c) All distributions, dividends, cash, instruments, securities, and other property at any time receivable, received, or otherwise distributable in respect of, or in exchange for, any and all of the IHDC Membership Interests, whether by way of regular distributions, special distributions, liquidating distributions, returns of capital, or otherwise;

(d) All Proceeds (as defined in Section 1.01 hereof) of any and all of the foregoing, including, without limitation, any proceeds of insurance covering any or all of the foregoing, and all rights, claims, and causes of action of Holdings Pledgor against any person arising out of or relating to any of the foregoing.

Section 2.02 — Grant of Pledge by IHDC Pledgor

IHDC Pledgor hereby pledges, assigns, hypothecates, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and continuing lien on all of IHDC Pledgor's right, title, and interest in and to the following property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located (all of the following, collectively, the "IHDC Frankfurt Pledged Collateral"):

(a) One hundred percent (100%) of the Geschäftsanteile (quotas) in Ironhaven Frankfurt GmbH owned by IHDC Pledgor (the "Frankfurt Pledged Interests"), as more particularly described in Schedule II attached hereto and made a part hereof, including, without limitation, all of IHDC Pledgor's right, title, and interest in and to the share capital, profits, losses, allocations, and distributions of IHDC Frankfurt;

(b) All rights, powers, and privileges of IHDC Pledgor as sole quotaholder (Alleingesellschafter) of IHDC Frankfurt under the articles of association (Satzung) of IHDC Frankfurt and under applicable German law, including, without limitation, all Stimmrechte (voting rights), Gesellschafterrechte (shareholder rights), and Gewinnbeteiligungsrechte (profit participation rights);

(c) All distributions, dividends (Gewinnausschüttungen), cash, instruments, securities, and other property at any time receivable, received, or otherwise distributable in respect of, or in exchange for, any and all of the Frankfurt Pledged Interests, whether by way of regular distributions, special distributions, liquidating distributions, returns of capital, or otherwise;

(d) All Proceeds (as defined in Section 1.01 hereof) of any and all of the foregoing, including, without limitation, any proceeds of insurance covering any or all of the foregoing, and all rights, claims, and causes of action of IHDC Pledgor against any person arising out of or relating to any of the foregoing.

For the avoidance of doubt, the pledge of the Frankfurt Pledged Interests hereunder creates a security interest under the Uniform Commercial Code of the State of New York and the State of Delaware only. The parallel German-law notarized share pledge (Anteilsverpfändungsvertrag), dated as of May 15, 2024, by IHDC Pledgor in favor of Pinnacle Trust Company, N.A. (as Security Trustee), has been separately executed and notarized before a Notar in Frankfurt am Main and is governed exclusively by the laws of the Federal Republic of Germany. Perfection and enforcement of the pledge over the Frankfurt Pledged Interests under German law shall be governed solely by the German Share Pledge and applicable provisions of German law (including, without limitation, Sections 1273 et seq. of the German Civil Code (Bürgerliches Gesetzbuch) and Section 15 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung)).

Section 2.03 — Security for Obligations

The Pledged Collateral (comprising the Holdings Pledged Collateral and the IHDC Frankfurt Pledged Collateral) secures the prompt and complete payment when due (whether at stated maturity, by mandatory or optional prepayment, by acceleration, or otherwise) and performance of all Secured Obligations, including, without limitation:

(a) The aggregate principal amount of Nine Hundred Fifty Million Dollars ($950,000,000) outstanding or available under the Credit Agreement, consisting of a USD Tranche in the aggregate principal amount of Six Hundred Seventy-Five Million Dollars ($675,000,000) and 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);

(b) All interest accrued and accruing thereon at the applicable rates set forth in the Credit Agreement, being the Adjusted Term SOFR Rate plus four and one-quarter percent (4.25%) per annum for the USD Tranche and the EURIBOR Rate plus four and one-quarter percent (4.25%) per annum for the EUR Sub-Tranche, together with all default interest payable at an additional two percent (2.00%) per annum upon the occurrence and during the continuance of an Event of Default;

(c) All fees payable under or in connection with the Credit Agreement and the other Loan Documents, including, without limitation, (i) the arrangement fee in the amount of Fourteen Million Two Hundred Fifty Thousand Dollars ($14,250,000), (ii) the annual administrative agent fee in the amount of One Hundred Seventy-Five Thousand Dollars ($175,000), and (iii) the annual collateral agent fee in the amount of Two Hundred Thousand Dollars ($200,000);

(d) All obligations of Holdings Pledgor arising under the Guarantee Agreement, including its unconditional guarantee of the Secured Obligations;

(e) All indemnification obligations and expense reimbursement obligations arising under the Credit Agreement, this Agreement, the Security Agreement, and each other Loan Document; and

(f) All post-petition interest (at the applicable contract rate, including default interest) whether or not such interest is allowable or allowed as a claim in any proceeding under the United States Bankruptcy Code (11 U.S.C. §§ 101 et seq.) or under any other applicable bankruptcy, insolvency, receivership, conservatorship, or similar law.

Section 2.04 — Continuing Security Interest

The security interest and pledge granted herein are continuing and shall not be deemed satisfied, discharged, or terminated by any intermediate payment or partial satisfaction of the Secured Obligations. The security interest and pledge granted herein shall remain in full force and effect until (a) all Secured Obligations have been indefeasibly paid and performed in full in cash, (b) all commitments of the Lenders under the Credit Agreement have been terminated, and (c) this Agreement has been terminated in accordance with Section 8.09 hereof. The pledge and security interest granted herein are granted as security only and shall not subject the Collateral Agent or any Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Pledgors with respect to any of the Pledged Collateral or any transaction in connection therewith.

ARTICLE III — REPRESENTATIONS AND WARRANTIES

Each Pledgor, severally and not jointly (except as otherwise expressly provided herein), hereby represents and warrants to the Collateral Agent and each of the Secured Parties as follows as of the date hereof:

Section 3.01 — Organization and Authority

(a) Holdings Pledgor is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to do business and in good standing in each other jurisdiction where the ownership of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.

(b) IHDC Pledgor is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to do business and in good standing in each other jurisdiction where the ownership of its properties or the conduct of its business requires such qualification, including the Commonwealth of Virginia, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.

(c) Each Pledgor has full corporate power and authority (in the case of Holdings Pledgor) or limited liability company power and authority (in the case of IHDC Pledgor) to execute, deliver, and perform its obligations under this Agreement and to grant the security interests and pledges contemplated hereby.

(d) The execution, delivery, and performance of this Agreement and the grant of the security interests and pledges contemplated hereby have been duly authorized by all necessary corporate or limited liability company action on the part of each Pledgor. In the case of Holdings Pledgor, authorization has been effected by resolutions of the Board of Directors of Ironhaven Holdings Inc. duly adopted at a meeting duly convened and held on May 10, 2024 (the "Board Resolutions"), at which a quorum was present and acting throughout. In the case of IHDC Pledgor, authorization has been effected by written consent of the sole member of Ironhaven Data Centers LLC, dated as of May 10, 2024. No other corporate, limited liability company, or other organizational proceedings on the part of either Pledgor are necessary to authorize the execution, delivery, and performance of this Agreement.

Section 3.02 — Enforceability

This Agreement has been duly executed and delivered by each Pledgor and constitutes the legal, valid, and binding obligation of each Pledgor, enforceable against each Pledgor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws affecting the enforcement of creditors' rights generally, (b) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and (c) implied covenants of good faith and fair dealing.

Section 3.03 — Ownership of Pledged Collateral

(a) Holdings Pledgor is the sole record and beneficial owner of one hundred percent (100%) of the outstanding limited liability company membership interests in IHDC, free and clear of all liens, claims, charges, encumbrances, security interests, options, warrants, rights of first refusal, and restrictions of any kind or nature whatsoever, except for (i) the lien and security interest created by this Agreement, (ii) Permitted Liens (as defined in the Credit Agreement), and (iii) restrictions on transfer arising under applicable federal and state securities laws. Holdings Pledgor has good and marketable title to the IHDC Membership Interests.

(b) IHDC Pledgor is the sole record and beneficial owner of one hundred percent (100%) of the outstanding Geschäftsanteile (quotas) of IHDC Frankfurt, free and clear of all liens, claims, charges, encumbrances, security interests, options, warrants, rights of first refusal, and restrictions of any kind or nature whatsoever, except for (i) the lien and security interest created by this Agreement, (ii) the German Share Pledge (Anteilsverpfändungsvertrag) in favor of Pinnacle Trust Company, N.A. as Security Trustee, (iii) Permitted Liens (as defined in the Credit Agreement), and (iv) restrictions on transfer arising under applicable law (including Section 15 of the German Limited Liability Companies Act (GmbHG)). IHDC Pledgor has good and marketable title to the Frankfurt Pledged Interests.

(c) No other person holds any equity interest, option, warrant, right of first refusal, right of first offer, preemptive right, conversion right, put right, call right, or other similar right with respect to any of the Pledged Collateral, and no Pledgor has granted any such right to any person. The Pledged Collateral has been duly authorized and validly issued (to the extent applicable), and is fully paid and non-assessable (to the extent applicable).

Section 3.04 — Description of Pledged Collateral

(a) IHDC Membership Interests. The IHDC Membership Interests are as described in Schedule I hereto and represent one hundred percent (100%) of the outstanding membership interests in IHDC. The membership interests of IHDC are governed by the IHDC Operating Agreement. The registered agent of IHDC in the State of Delaware is Cascade Systems, with an address at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The principal place of business of IHDC is 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147. All information set forth in Schedule I is complete and accurate in all material respects as of the date hereof.

(b) Frankfurt Pledged Interests. The Frankfurt Pledged Interests are as described in Schedule II hereto and represent one hundred percent (100%) of the Geschäftsanteile (share capital) of IHDC Frankfurt. IHDC Frankfurt's managing directors (Geschäftsführer) are Marcus Delaine and Katarina Bremer, each duly appointed and registered at the Amtsgericht Frankfurt am Main. The registered office of IHDC Frankfurt is Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany. All information set forth in Schedule II is complete and accurate in all material respects as of the date hereof.

Section 3.05 — No Conflicts

The execution, delivery, and performance of this Agreement by each Pledgor, and the grant of the security interests and pledges contemplated hereby, do not and will not:

(a) Violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, the certificate of incorporation or bylaws of Holdings Pledgor, the certificate of formation or IHDC Operating Agreement of IHDC Pledgor, or the Satzung of IHDC Frankfurt;

(b) Violate any applicable law, statute, regulation, rule, order, judgment, decree, injunction, or governmental authorization applicable to either Pledgor or any of its properties or assets;

(c) Result in the creation or imposition of any lien, charge, or encumbrance on any of the Pledged Collateral, other than the liens and security interests created by this Agreement, the German Share Pledge, and Permitted Liens; or

(d) Conflict with, result in a breach of, or constitute a default under, or give rise to any right of termination, cancellation, or acceleration under, any material contract, agreement, indenture, mortgage, lease, license, or other instrument or obligation to which either Pledgor is a party or by which either Pledgor or any of its properties or assets may be bound.

Section 3.06 — No Consents

No consent, approval, authorization, order, registration, qualification, or filing with any governmental authority or regulatory body, or any other person, is required in connection with the execution, delivery, and performance of this Agreement by either Pledgor or the grant of the security interests and pledges contemplated hereby, except for:

(a) The filing of UCC-1 financing statements with the Secretary of State of the State of Delaware naming each Pledgor as debtor and the Collateral Agent as secured party;

(b) Such consents, approvals, authorizations, orders, registrations, qualifications, or filings that have already been obtained or made on or prior to the date hereof; and

(c) Filings and registrations with the Handelsregister (commercial register) at the Amtsgericht Frankfurt am Main and other notarial or governmental filings required in connection with the separate German Share Pledge (Anteilsverpfändungsvertrag), which are governed by German law and have been effected or are in the process of being effected as of the date hereof.

Section 3.07 — Perfection

(a) Upon the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware naming each Pledgor as debtor and the Collateral Agent as secured party, in the form attached hereto as Exhibit B (or substantially similar thereto), the security interests created by this Agreement in the IHDC Membership Interests and the Frankfurt Pledged Interests (to the extent such interests constitute collateral perfectable under the UCC by the filing of a financing statement) will constitute valid, perfected, first-priority security interests therein, subject only to Permitted Liens having priority by operation of law. No other filing, recording, registration, or other action (other than as set forth in this Section 3.07) is necessary or desirable under the UCC to create, preserve, protect, or perfect such security interests.

(b) The IHDC Membership Interests are not represented by certificates and are uncertificated interests within the meaning of the UCC. The IHDC Operating Agreement does not contain any provision electing to treat the membership interests of IHDC as "securities" governed by Article 8 of the UCC. Accordingly, the IHDC Membership Interests constitute "general intangibles" under the UCC, and perfection is properly accomplished by the filing of a UCC-1 financing statement.

(c) The Frankfurt Pledged Interests (Geschäftsanteile in a German GmbH) are not "securities" or "investment property" within the meaning of the UCC. Perfection of a security interest in the Frankfurt Pledged Interests under the UCC is accomplished by the filing of a UCC-1 financing statement. Perfection under German law is accomplished through the separate German Share Pledge (Anteilsverpfändungsvertrag), which has been duly notarized before a Notar in Frankfurt am Main in accordance with Section 15(3) of the German Limited Liability Companies Act (GmbHG).

Section 3.08 — Litigation

There are no actions, suits, investigations, or proceedings pending or, to either Pledgor's knowledge after reasonable inquiry, threatened against or affecting either Pledgor before any court, arbitral tribunal, governmental authority, or administrative body that (a) could reasonably be expected to affect the legality, validity, or enforceability of this Agreement or any material provision hereof, (b) could reasonably be expected to impair either Pledgor's ability to perform its obligations hereunder, or (c) could reasonably be expected to adversely affect either Pledgor's rights in, or the Collateral Agent's lien on, any of the Pledged Collateral. Neither Pledgor is in default with respect to any judgment, order, writ, injunction, or decree of any court, governmental authority, or arbitral tribunal.

Section 3.09 — OFAC and Sanctions Compliance

Neither Pledgor, nor any of its officers, directors, managing members, managers, or affiliates, is currently identified on the Specially Designated Nationals and blocked Persons List maintained by the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), or is otherwise a "Sanctioned Person" as defined in the Credit Agreement. Neither Pledgor, nor any of its officers, directors, managing members, managers, or affiliates, is the target of sanctions administered or enforced by OFAC, the European Union (including sanctions imposed pursuant to Council Regulation (EU) No 269/2014, as amended), the Office of Financial Sanctions Implementation of HM Treasury of the United Kingdom ("UK OFSI"), the United Nations Security Council, or any other applicable governmental authority. The foregoing representations are consistent with the Borrower's OFAC and sanctions compliance representations set forth in Section 5.16 of the Credit Agreement and with the OFAC and sanctions compliance memorandum, dated May 8, 2024, prepared by Calderwood & Harkness LLP in connection with the closing of the transactions contemplated by the Credit Agreement.

Section 3.10 — Tax Identification

Holdings Pledgor's Employer Identification Number is 84-3291044. IHDC Pledgor's Employer Identification Number is 84-3291057. Each Pledgor's exact legal name and jurisdiction of organization are as set forth in the preamble to this Agreement and are the names and jurisdictions that would be disclosed in a search of filings made under the UCC as in effect in the State of Delaware as of the date hereof. Neither Pledgor has changed its legal name, jurisdiction of organization, or organizational identification number at any time during the five (5) years preceding the date hereof.

ARTICLE IV — COVENANTS

Each Pledgor, severally and not jointly (except as otherwise expressly provided herein), hereby covenants and agrees with the Collateral Agent as follows:

Section 4.01 — Protection of Collateral Agent's Interest

Each Pledgor shall, at its own cost and expense, take all commercially reasonable actions necessary or desirable to maintain, preserve, protect, and defend (a) the Pledged Collateral, (b) the Collateral Agent's security interest in the Pledged Collateral, and (c) the first-priority status of the Collateral Agent's security interest in the Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor shall (i) appear in and defend any action, suit, or proceeding that may affect the title of such Pledgor to the Pledged Collateral or the Collateral Agent's interest therein, (ii) pay promptly when due all taxes, assessments, charges, and other governmental levies imposed upon or with respect to the Pledged Collateral, and (iii) execute, deliver, and file such additional documents, instruments, financing statements, continuation statements, and other agreements as the Collateral Agent may from time to time reasonably request to create, preserve, maintain, protect, or perfect the liens and security interests granted hereunder or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to the Pledged Collateral.

Section 4.02 — Restrictions on Transfer and Liens

No Pledgor shall, without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders under the Credit Agreement):

(a) Sell, assign, transfer, convey, exchange, pledge, hypothecate, or otherwise dispose of or encumber any of the Pledged Collateral (or any interest therein), or enter into or consummate any agreement, arrangement, or transaction providing for or contemplating the foregoing;

(b) Create, incur, assume, or suffer to exist any lien, charge, encumbrance, security interest, or other claim of any kind on any of the Pledged Collateral, other than (i) the liens and security interests created by this Agreement, (ii) the German Share Pledge (Anteilsverpfändungsvertrag), and (iii) Permitted Liens (as defined in the Credit Agreement); or

(c) Enter into any agreement, instrument, or arrangement (including any shareholders agreement, voting trust, irrevocable proxy, or similar arrangement) that would restrict, limit, or impair (i) the transferability of any of the Pledged Collateral, (ii) the ability of the Collateral Agent to exercise any remedies hereunder with respect to the Pledged Collateral, or (iii) the Collateral Agent's ability to receive and retain any Proceeds of the Pledged Collateral upon exercise of remedies.

The foregoing restrictions are subject to and shall be interpreted in accordance with the change of control provisions set forth in Section 7.01 of the Credit Agreement. For the avoidance of doubt, any event whereby Thornfield Capital Partners, LP (or its affiliated funds, general partners, or managed vehicles) ceases to hold, directly or indirectly, more than fifty percent (50%) of the voting equity interests of Ironhaven Holdings Inc. shall constitute a "Change of Control" under the Credit Agreement and shall trigger a mandatory prepayment obligation of the Borrower at a price equal to one hundred and one percent (101%) of the outstanding principal amount of the Term Loans, plus all accrued and unpaid interest thereon and all other amounts then due and payable under the Credit Agreement and the other Loan Documents.

Section 4.03 — Maintenance of Existence

Each Pledgor shall maintain in full force and effect its legal existence and good standing in its jurisdiction of organization (the State of Delaware) and in each other jurisdiction where the ownership of its properties or the conduct of its business requires such qualification. IHDC Pledgor shall take all commercially reasonable actions to ensure that IHDC Frankfurt maintains its legal existence and good standing under the laws of the Federal Republic of Germany, including the continued registration of IHDC Frankfurt at the Amtsgericht Frankfurt am Main under HRB 129457 and compliance with all applicable German corporate and regulatory requirements.

Section 4.04 — Operating Agreements and Organizational Documents

(a) No Pledgor shall amend, modify, supplement, restate, terminate, or waive (or consent to the amendment, modification, supplement, restatement, termination, or waiver of) any provision of the organizational documents of IHDC (including the IHDC Operating Agreement, the certificate of formation, and any other governing documents) or IHDC Frankfurt (including the Satzung and any other governing documents) that would (i) adversely affect the Collateral Agent's rights or the value, validity, or enforceability of the security interests and pledges granted hereunder, (ii) restrict or impair the transferability of the Pledged Collateral, or (iii) otherwise be adverse to the interests of the Secured Parties, in each case without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders).

(b) Holdings Pledgor shall not consent to or permit (i) the admission of any additional members of IHDC, (ii) the issuance of any additional membership interests in IHDC (whether by new issuance, subdivision, reclassification, or otherwise), or (iii) the conversion of IHDC into a different form of entity, in each case without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders).

(c) IHDC Pledgor shall not consent to or permit (i) the issuance of any additional Geschäftsanteile in IHDC Frankfurt, (ii) the admission of any additional quotaholders (Gesellschafter) of IHDC Frankfurt, (iii) any increase in the share capital (Stammkapital) of IHDC Frankfurt, or (iv) any restructuring, conversion, or transformation (Umwandlung) of IHDC Frankfurt, in each case without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders).

Section 4.05 — Dividends, Distributions, and Voting Rights

(a) Prior to an Event of Default:

(i) Each Pledgor shall be entitled to exercise all voting rights, consent rights, and other consensual rights and powers pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Credit Agreement, or the other Loan Documents.

(ii) Each Pledgor shall be entitled to receive and retain all cash dividends, distributions, and other payments made in respect of the Pledged Collateral; provided, however, that such entitlement shall at all times be subject to the terms of the Credit Agreement, including, without limitation, the mandatory prepayment provisions relating to Excess Cash Flow. Pursuant to Section 2.05(b) of the Credit Agreement, the Borrower is required to make mandatory prepayments from seventy-five percent (75%) of Excess Cash Flow for each fiscal year, stepping down to fifty percent (50%) of Excess Cash Flow at any time the Net Leverage Ratio is less than or equal to 4.50 to 1.00, and further stepping down to twenty-five percent (25%) of Excess Cash Flow at any time the Net Leverage Ratio is less than or equal to 3.50 to 1.00.

(b) After an Event of Default: Upon the occurrence and during the continuance of an Event of Default, the rights of each Pledgor under Section 4.05(a) shall cease, and the Collateral Agent shall be entitled to exercise all rights and remedies set forth in Article VI hereof, including, without limitation, the right to exercise all voting rights and to receive all dividends, distributions, and other payments in respect of the Pledged Collateral.

Section 4.06 — UCC Financing Statements and Further Assurances

(a) Each Pledgor hereby irrevocably authorizes the Collateral Agent to file (and, if applicable, to sign on behalf of such Pledgor) UCC-1 financing statements, continuation statements, amendments, and termination statements (and similar filings in any applicable jurisdiction) with the Secretary of State of the State of Delaware and with any other applicable filing office as the Collateral Agent may deem necessary or desirable, without requiring the signature or further action of such Pledgor. Each Pledgor hereby ratifies and confirms the UCC-1 financing statements in the forms attached hereto as Exhibit B and authorizes the filing thereof with the Secretary of State of the State of Delaware. The UCC-1 filing package has been prepared by Calderwood & Harkness LLP and is expected to be filed with the Delaware Secretary of State on or about the date hereof for each of Ironhaven Holdings Inc. and Ironhaven Data Centers LLC.

(b) Each Pledgor shall, promptly upon the request of the Collateral Agent, execute and deliver such additional agreements, instruments, certificates, opinions, documents, and other papers as the Collateral Agent may reasonably request (i) to perfect, maintain, protect, or enforce the liens and security interests granted hereunder, (ii) to facilitate the exercise by the Collateral Agent of its rights and remedies hereunder, or (iii) to carry out more effectively the purposes of this Agreement and the transactions contemplated hereby. Without limiting the foregoing, each Pledgor agrees to execute and deliver any and all account control agreements, consents, powers of attorney, or similar instruments as the Collateral Agent may reasonably request.

Section 4.07 — Change of Name, Jurisdiction, or Structure

Each Pledgor shall provide the Collateral Agent with at least thirty (30) days' prior written notice before:

(a) Changing its legal name (including any change from the name under which such Pledgor's financing statement was filed) or adopting any trade name, fictitious business name, or "doing business as" name;

(b) Changing its jurisdiction of organization from the State of Delaware to any other jurisdiction;

(c) Merging with or into, or consolidating with, any other person, or converting into a different type of entity (including any conversion from a corporation to a limited liability company, or vice versa); or

(d) Making the IHDC Membership Interests represented by certificates (i.e., converting from uncertificated to certificated form) or opting into Article 8 of the UCC with respect to such membership interests.

Each Pledgor acknowledges that any of the foregoing actions may require the filing of additional or amended financing statements and agrees to cooperate with the Collateral Agent in connection with the filing of any such statements or the taking of any other action required to maintain the perfection and priority of the security interests granted hereunder.

Section 4.08 — Compliance with Credit Agreement

Each Pledgor shall comply in all material respects with all applicable covenants, conditions, and requirements of the Credit Agreement and the other Loan Documents applicable to such Pledgor, including, without limitation:

(a) The financial covenants set forth in Section 7.11 of the Credit Agreement, including (i) the Maximum Net Leverage Ratio covenant (requiring that the Consolidated Net Leverage Ratio not exceed 6.00 to 1.00 as of the last day of each fiscal quarter, tested quarterly on a trailing four-quarter basis) and (ii) the Minimum Interest Coverage Ratio covenant (requiring that the Consolidated Interest Coverage Ratio be not less than 2.00 to 1.00 as of the last day of each fiscal quarter, tested quarterly on a trailing four-quarter basis);

(b) The capital expenditure limitations set forth in Section 7.07 of the Credit Agreement, which limit aggregate capital expenditures to Three Hundred Twenty-Five Million Dollars ($325,000,000) for the fiscal year ending December 31, 2024, and Two Hundred Fifty Million Dollars ($250,000,000) for the fiscal year ending December 31, 2025, and each fiscal year thereafter, with an annual carry-forward of up to twenty-five percent (25%) of any unused amount to the immediately succeeding fiscal year; and

(c) The quarterly compliance certificate delivery obligations set forth in Section 6.02 of the Credit Agreement, requiring delivery of a compliance certificate signed by the Chief Financial Officer of the Borrower within forty-five (45) days after the end of each fiscal quarter and within ninety (90) days after the end of each fiscal year.

ARTICLE V — ADDITIONAL PROVISIONS REGARDING PLEDGED COLLATERAL

Section 5.01 — Certificated Interests

(a) If at any time the IHDC Membership Interests, or any portion thereof, become represented by one or more certificates (whether by election, amendment of the IHDC Operating Agreement, conversion to Article 8 status under the UCC, or otherwise), Holdings Pledgor shall immediately (and in any event within three (3) Business Days) deliver all such certificates to the Collateral Agent, duly endorsed in blank or accompanied by undated irrevocable stock or membership interest transfer powers (in form and substance satisfactory to the Collateral Agent) duly executed in blank by Holdings Pledgor. Until such delivery, Holdings Pledgor shall hold all such certificates in trust for the benefit of the Collateral Agent and the Secured Parties and shall not transfer, pledge, or otherwise dispose of such certificates.

(b) If at any time any interests in IHDC Frankfurt become evidenced by certificates, share certificates, or similar instruments (notwithstanding that GmbH Geschäftsanteile are not, as a matter of German law, typically represented by certificates), IHDC Pledgor shall immediately (and in any event within three (3) Business Days) deliver all such certificates or instruments to the Collateral Agent, duly endorsed in blank or accompanied by undated transfer instruments duly executed in blank by IHDC Pledgor.

Section 5.02 — Registration in Nominee Name

The Collateral Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default, to have any or all of the Pledged Collateral registered in the name of the Collateral Agent or its nominee (including any custodian, sub-agent, or securities intermediary designated by the Collateral Agent), and each Pledgor shall promptly execute and deliver all documents, instruments, and consents necessary or reasonably requested to effectuate such registration. Each Pledgor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact, with full power of substitution, for the purpose of effecting any such registration; provided that such power of attorney shall be exercisable only during the continuance of an Event of Default.

Section 5.03 — Additional Equity Interests

If, at any time after the date hereof, either Pledgor shall acquire any additional equity interests in IHDC or IHDC Frankfurt, whether by purchase, issuance, stock dividend, stock split, reclassification, recapitalization, conversion, exchange, distribution, merger, or otherwise, all such additional equity interests shall automatically and immediately be subject to the pledge and security interest granted hereunder, shall constitute Pledged Collateral for all purposes of this Agreement, and shall be governed by the terms hereof. The applicable Pledgor shall promptly (and in any event within ten (10) Business Days after such acquisition) deliver to the Collateral Agent (a) a written notice describing in reasonable detail the additional equity interests so acquired and (b) an updated Schedule I (in the case of additional IHDC Membership Interests) or an updated Schedule II (in the case of additional Frankfurt Pledged Interests), in each case certified by an authorized officer of the applicable Pledgor, together with such additional documents (including any certificates, transfer powers, UCC financing statement amendments, and opinions of counsel) as the Collateral Agent may reasonably request.

Section 5.04 — Intercreditor Matters

(a) The liens and security interests granted hereunder, and the exercise of any right or remedy by the Collateral Agent hereunder, are subject in all respects to the terms and provisions of the Intercreditor Agreement, including the priority of the existing Super-Senior Revolving Credit Facility in the aggregate committed amount of One Hundred Million Dollars ($100,000,000) (undrawn as of the date hereof), issued by Crescent Harbor Bank, N.A. as Revolver Lender. All actions taken and rights exercised by the Collateral Agent hereunder shall be taken and exercised in accordance with and subject to the applicable provisions of the Intercreditor Agreement.

(b) In the event of any conflict or inconsistency between any provision of this Agreement and any provision of the Intercreditor Agreement, the terms and provisions of the Intercreditor Agreement shall govern and control, and no right, power, or remedy granted to the Collateral Agent or any Secured Party hereunder shall be exercised in a manner that would be contrary to, or inconsistent with, the terms and provisions of the Intercreditor Agreement. Each Pledgor acknowledges that it has received a copy of the Intercreditor Agreement and is familiar with the terms and provisions thereof.

ARTICLE VI — REMEDIES UPON EVENT OF DEFAULT

Section 6.01 — Events of Default

As used in this Agreement, the term "Event of Default" shall have the meaning assigned to such term in the Credit Agreement, which includes, among other events, (a) failure to pay principal or interest when due, (b) breach of any financial covenant, (c) breach of any representation or warranty that is materially incorrect when made, (d) cross-default with respect to indebtedness in excess of the threshold set forth in the Credit Agreement, (e) bankruptcy, insolvency, or similar events, (f) ERISA events, (g) judgment defaults in excess of the threshold set forth in the Credit Agreement, (h) invalidity of any Loan Document or material security interest, and (i) a Change of Control (as defined in the Credit Agreement).

Section 6.02 — Rights and Remedies upon Default

Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (acting at the direction of the Required Lenders as provided in the Credit Agreement) shall have and may exercise any or all of the following rights and remedies, in addition to all other rights and remedies available to the Collateral Agent and the Secured Parties under applicable law:

(a) Voting Rights. Exercise all voting rights, consent rights, and other consensual rights and powers pertaining to any and all of the Pledged Collateral, including, without limitation, the right to vote (or execute written consents in lieu of voting) the IHDC Membership Interests in any meeting of the members of IHDC (or in any action by written consent of the members of IHDC), and the right to exercise all quotaholder (Gesellschafter) rights with respect to the Frankfurt Pledged Interests, including the right to convene and vote at any shareholders' meeting (Gesellschafterversammlung) of IHDC Frankfurt. Each Pledgor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and proxy, with full power of substitution, to exercise all such voting and consensual rights upon the occurrence and during the continuance of an Event of Default, and each Pledgor agrees to execute and deliver such further instruments and documents as may be necessary to give effect to this appointment.

(b) Distributions. Receive, collect, and retain all dividends, distributions, cash payments, and other Proceeds of any and all of the Pledged Collateral, whether paid in cash, property, or securities, and apply the same to the payment of the Secured Obligations in such order and manner as the Administrative Agent shall direct in accordance with the Credit Agreement and the Intercreditor Agreement. Each Pledgor shall, upon the occurrence and during the continuance of an Event of Default, cause all dividends, distributions, and other payments in respect of the Pledged Collateral to be paid directly to the Collateral Agent.

(c) Transfer and Sale. Sell, assign, transfer, or otherwise dispose of any and all of the Pledged Collateral, at public or private sale, in one or more lots, at such times and places, for cash, credit, or future delivery, and at such price or prices as the Collateral Agent may determine, all in compliance with Article 9 of the UCC and all other applicable law. Each such sale shall be made to the highest qualified bidder or bidders, and the Collateral Agent may purchase any or all of the Pledged Collateral at any public sale. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(d) Foreclosure. Foreclose the lien and security interest created hereby by any method permitted by applicable law, including by judicial foreclosure or by non-judicial foreclosure in accordance with Article 9 of the UCC. In any foreclosure proceeding, the Collateral Agent shall have the right to credit bid the Secured Obligations (or any portion thereof) against the purchase price for any Pledged Collateral.

(e) UCC Remedies. Exercise all rights and remedies of a secured party under the UCC and under any other applicable law, including, without limitation, (i) the right to take possession of any and all of the Pledged Collateral without judicial process, (ii) the right to require any Pledgor to assemble the Pledged Collateral and make it available to the Collateral Agent at a place designated by the Collateral Agent, and (iii) the right to use, operate, manage, and control the Pledged Collateral for the purpose of preserving the same, maintaining its value, or preparing it for sale or other disposition.

(f) Appoint Receiver. Apply to any court of competent jurisdiction for the appointment of a receiver or trustee over IHDC and/or IHDC Frankfurt (or the assets of either of them) to manage, operate, and preserve the Pledged Collateral and the business and assets of IHDC and IHDC Frankfurt pending the exercise of other remedies hereunder. Each Pledgor hereby consents to the appointment of such a receiver or trustee and agrees not to oppose any such application.

(g) Strict Foreclosure. Accept any or all of the Pledged Collateral in full or partial sa

EQUITY INTEREST PLEDGE AGREEMENT
dated as of
May 15, 2024
among
IRONHAVEN HOLDINGS INC.
a Delaware corporation
(as "Holdings Pledgor")
IRONHAVEN DATA CENTERS LLC
a Delaware limited liability company
(as "IHDC Pledgor" and, together with Holdings Pledgor, the "Pledgors")
and
PINNACLE TRUST COMPANY, N.A.
a national trust company
(as "Collateral Agent")
acting for the benefit of the Secured Parties
Relating to the
Senior Secured Term Loan B Credit Agreement
dated as of May 15, 2024
among
Ironhaven Data Centers LLC (as Borrower), Ironhaven Frankfurt GmbH (as Co-Borrower), Ironhaven Holdings Inc. (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders party thereto
CUSIP: 46283LAA5
CONFIDENTIAL TREATMENT REQUESTED
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EQUITY INTEREST PLEDGE AGREEMENT
THIS EQUITY INTEREST PLEDGE AGREEMENT (this "Agreement"), dated as of May 15, 2024, is entered into by and among IRONHAVEN HOLDINGS INC., a corporation duly incorporated and validly existing under the laws of the State of Delaware ("Holdings Pledgor"), IRONHAVEN DATA CENTERS LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware ("IHDC Pledgor" and, together with Holdings Pledgor, the "Pledgors"), and PINNACLE TRUST COMPANY, N.A., a national trust company organized under the laws of the United States of America ("Collateral Agent"), acting in its capacity as Collateral Agent for the benefit of the Secured Parties (as defined herein).
RECITALS
WHEREAS:
A. Reference is made to that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (as Borrower), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (as Co-Borrower), Ironhaven Holdings Inc., a Delaware corporation (as Parent Guarantor), Crescent Harbor Bank, N.A., a national banking association (as Administrative Agent), Pinnacle Trust Company, N.A., a national trust company (as Collateral Agent), and the Lenders from time to time party thereto, which Credit Agreement provides for a Nine Hundred Fifty Million Dollar ($950,000,000) Senior Secured Term Loan B facility governed by the laws of the State of New York, with Crescent Harbor Bank, N.A. serving as Administrative Agent and Pinnacle Trust Company, N.A. serving as Collateral Agent for the benefit of the Secured Parties;
B. Ironhaven Holdings Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware and is the direct record and beneficial owner of one hundred percent (100%) of the outstanding limited liability company membership interests in Ironhaven Data Centers LLC, a Delaware limited liability company. Holdings Pledgor's principal executive offices are located at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, and Holdings Pledgor's Employer Identification Number is 84-3291044;
C. Ironhaven Data Centers LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware and is the direct record and beneficial owner of one hundred percent (100%) of the Geschäftsanteile (quotas/shares) in Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung registered at the Amtsgericht Frankfurt am Main under HRB 129457, with its registered office at Hanauer Landstraße 188, 60314 Frankfurt am Main, Federal Republic of Germany. IHDC Pledgor's Employer Identification Number is 84-3291057;
D. As a condition precedent to the obligations of the Lenders to make the Term Loans available to the Borrower and the Co-Borrower under the Credit Agreement, each Pledgor is required to execute and deliver this Equity Interest Pledge Agreement to the Collateral Agent for the ratable benefit of the Secured Parties, pledging the equity interests described herein as security for the Secured Obligations;
E. Reference is made to that certain First Lien / Super-Senior Intercreditor Agreement, dated as of May 15, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), among Ironhaven Data Centers LLC, Crescent Harbor Bank, N.A. (in its capacities as Term Loan Agent and as Revolver Agent), and Pinnacle Trust Company, N.A. (as Collateral Agent). Each Pledgor acknowledges and agrees that the liens and security interests granted hereunder are subject in all respects to the terms and provisions of the Intercreditor Agreement, and in the event of any conflict between the terms of this Agreement and the terms of the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern and control;
F. Each Pledgor will derive substantial direct and indirect benefit from the Term Loan facility and the transactions contemplated by the Credit Agreement, including (i) the funding of the construction of the Virginia campus data center facilities (estimated aggregate cost of Four Hundred Seventy-Five Million Dollars ($475,000,000)), (ii) the funding of the construction of the Frankfurt campus data center facilities (estimated aggregate cost 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 Dollars ($275,000,000) at the exchange rate as of the date hereof), (iii) the refinancing and payoff in full of the existing mezzanine notes in an aggregate principal amount of One Hundred Thirty Million Dollars ($130,000,000) issued to Greystone Mezzanine Fund II, LP, and (iv) general corporate purposes of the Borrower and its subsidiaries.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the Collateral Agent hereby agree as follows:
ARTICLE I — DEFINITIONS
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings specified below:
"Administrative Agent" means Crescent Harbor Bank, N.A., a national banking association organized and existing under the laws of the United States of America, with its principal office located at 1200 Harbor Point Drive, Charlotte, North Carolina 28202, in its capacity as administrative agent under the Credit Agreement, together with its successors and assigns in such capacity.
"Agreement" means this Equity Interest Pledge Agreement, dated as of May 15, 2024, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Collateral Agent" means Pinnacle Trust Company, N.A., a national trust company organized and existing under the laws of the United States of America, with its principal office located at 101 Constitution Avenue NW, Washington, D.C. 20001, acting in its capacity as Collateral Agent under the Credit Agreement and this Agreement for the ratable benefit of the Secured Parties, together with its successors and assigns in such capacity.
"Credit Agreement" means that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024, among Ironhaven Data Centers LLC (as Borrower), Ironhaven Frankfurt GmbH (as Co-Borrower), Ironhaven Holdings Inc. (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders from time to time party thereto, as amended, restated, supplemented, or otherwise modified from time to time.
"Frankfurt Pledged Interests" means all of the Geschäftsanteile (quotas) in Ironhaven Frankfurt GmbH, representing one hundred percent (100%) of the share capital of IHDC Frankfurt, owned directly by IHDC Pledgor, as more particularly described in Schedule II hereto, together with all rights, powers, and privileges pertaining thereto under the articles of association (Satzung) of IHDC Frankfurt and applicable German law.
"German Share Pledge" means the German-law notarized share pledge agreement (Anteilsverpfändungsvertrag), dated as of May 15, 2024, by IHDC Pledgor in favor of Pinnacle Trust Company, N.A. (as Security Trustee), governed by the laws of the Federal Republic of Germany.
"Guarantee Agreement" means that certain Guarantee Agreement, dated as of May 15, 2024, by Ironhaven Holdings Inc. in favor of the Administrative Agent for the ratable benefit of the Secured Parties, as amended, restated, supplemented, or otherwise modified from time to time.
"Holdings Pledgor" means Ironhaven Holdings Inc., a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, with Employer Identification Number 84-3291044.
"IHDC" means Ironhaven Data Centers LLC, a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, with Employer Identification Number 84-3291057.
"IHDC Frankfurt" means Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung, registered at the Amtsgericht Frankfurt am Main under HRB 129457, with its registered office at Hanauer Landstraße 188, 60314 Frankfurt am Main, Federal Republic of Germany; Steuernummer: 045/127/98321; USt-IdNr.: DE347891205.
"IHDC Membership Interests" means all of the limited liability company membership interests in IHDC owned directly by Holdings Pledgor, representing one hundred percent (100%) of the outstanding membership interests in IHDC, as more particularly described in Schedule I hereto, together with all rights, powers, and privileges pertaining thereto under the IHDC Operating Agreement and applicable law.
"IHDC Operating Agreement" means the Amended and Restated Operating Agreement of Ironhaven Data Centers LLC, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms of this Agreement and the Credit Agreement.
"IHDC Pledgor" means Ironhaven Data Centers LLC, a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware.
"Intercreditor Agreement" means that certain First Lien / Super-Senior Intercreditor Agreement, dated as of May 15, 2024, among Ironhaven Data Centers LLC, Crescent Harbor Bank, N.A. (in its capacities as Term Loan Agent and as Revolver Agent), and Pinnacle Trust Company, N.A. (as Collateral Agent), as amended, restated, supplemented, or otherwise modified from time to time.
"Pledged Collateral" means, collectively, (a) the IHDC Membership Interests, (b) the Frankfurt Pledged Interests, and (c) all Proceeds of any and all of the foregoing, in each case as more particularly described in Article II hereof.
"Pledgors" means, collectively, Holdings Pledgor and IHDC Pledgor, and "Pledgor" means either of them, as the context may require.
"Proceeds" means "proceeds" as such term is defined in the UCC, and in any event shall include, without limitation, all dividends, distributions (whether in cash, property, or securities), cash, instruments, securities, and other property at any time received, receivable, or otherwise distributed or distributable in respect of, or in exchange for, any or all of the Pledged Collateral.
"Secured Obligations" means all "Obligations" as such term is defined in the Credit Agreement, including, without limitation, (a) all principal amounts outstanding under the Term Loans (aggregate commitments of Nine Hundred Fifty Million Dollars ($950,000,000)), (b) all interest thereon (at the rate of SOFR plus 425 basis points per annum for the USD Tranche and EURIBOR plus 425 basis points per annum for the EUR Sub-Tranche), (c) all fees (including the arrangement fee, administrative agent fee, and collateral agent fee), (d) all expenses, (e) all indemnification obligations, and (f) all other amounts owing under or in connection with the Credit Agreement, the Guarantee Agreement, the Security Documents (including this Agreement), and each other Loan Document, in each case whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, joint or several, matured or unmatured, and however arising (including by way of assumption, assignment, or operation of law).
"Secured Parties" means the Administrative Agent, the Collateral Agent, the Lenders, and their respective successors and assigns.
"Security Agreement" means that certain Pledge and Security Agreement, dated as of May 15, 2024, by and among Ironhaven Data Centers LLC and Ironhaven Holdings Inc. in favor of the Collateral Agent for the ratable benefit of the Secured Parties, as amended, restated, supplemented, or otherwise modified from time to time.
"Sponsor" means Thornfield Capital Partners, LP, a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware, with its principal office located at 800 Park Avenue, 22nd Floor, New York, New York 10021, together with its affiliated investment funds and general partners.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York or, when the laws of another jurisdiction govern the perfection or priority of a security interest in any item of collateral, the Uniform Commercial Code as in effect from time to time in such other jurisdiction (including, without limitation, the State of Delaware).
Section 1.02 — Terms Defined in Credit Agreement
All capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. Without limiting the generality of the foregoing, the terms "Business Day," "Event of Default," "Lenders," "Loan Documents," "Permitted Liens," "Required Lenders," "Security Documents," and "Term Loans" shall have the meanings assigned to such terms in the Credit Agreement.
Section 1.03 — UCC Terms
Unless otherwise defined in this Agreement, terms used herein that are defined in Article 8 or Article 9 of the UCC (including, without limitation, the terms "account," "certificated security," "control," "general intangible," "investment property," "proceeds," "security," "security entitlement," "securities account," and "uncertificated security") shall have the respective meanings set forth in the applicable Article of the UCC.
Section 1.04 — Rules of Construction
(a) The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the interpretation of any provision hereof.
(b) As used in this Agreement, the word "including" (and words of similar import) means "including, without limitation."
(c) References to any statute, regulation, or rule shall be deemed to refer to such statute, regulation, or rule as amended, modified, supplemented, or restated from time to time, and to any successor provision thereto.
(d) Words in the singular include the plural and vice versa; words importing a gender include all genders.
(e) References to "Sections," "Articles," "Schedules," and "Exhibits" are references to the corresponding sections, articles, schedules, and exhibits of this Agreement unless otherwise expressly provided.
(f) References to any agreement or document shall be deemed to include references to such agreement or document as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth in the Credit Agreement or this Agreement).
(g) References to the laws of any jurisdiction shall be deemed to include the laws of such jurisdiction without regard to conflicts-of-law principles that would require or permit the application of the laws of another jurisdiction, unless otherwise expressly stated.
ARTICLE II — PLEDGE AND GRANT OF SECURITY INTEREST
Section 2.01 — Grant of Pledge by Holdings Pledgor
Holdings Pledgor hereby pledges, assigns, hypothecates, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and continuing lien on all of Holdings Pledgor's right, title, and interest in and to the following property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located (all of the following, collectively, the "Holdings Pledged Collateral"):
(a) One hundred percent (100%) of the limited liability company membership interests in Ironhaven Data Centers LLC owned by Holdings Pledgor (the "IHDC Membership Interests"), as more particularly described in Schedule I attached hereto and made a part hereof, including, without limitation, all of Holdings Pledgor's right, title, and interest in and to the capital, profits, losses, allocations, and distributions of IHDC;
(b) All rights, powers, and privileges of Holdings Pledgor with respect to the IHDC Membership Interests under the IHDC Operating Agreement, including, without limitation, all voting rights, consent rights, management rights, information rights, inspection rights, and rights to approve or disapprove actions of IHDC;
(c) All distributions, dividends, cash, instruments, securities, and other property at any time receivable, received, or otherwise distributable in respect of, or in exchange for, any and all of the IHDC Membership Interests, whether by way of regular distributions, special distributions, liquidating distributions, returns of capital, or otherwise;
(d) All Proceeds (as defined in Section 1.01 hereof) of any and all of the foregoing, including, without limitation, any proceeds of insurance covering any or all of the foregoing, and all rights, claims, and causes of action of Holdings Pledgor against any person arising out of or relating to any of the foregoing.
Section 2.02 — Grant of Pledge by IHDC Pledgor
IHDC Pledgor hereby pledges, assigns, hypothecates, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and continuing lien on all of IHDC Pledgor's right, title, and interest in and to the following property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located (all of the following, collectively, the "IHDC Frankfurt Pledged Collateral"):
(a) One hundred percent (100%) of the Geschäftsanteile (quotas) in Ironhaven Frankfurt GmbH owned by IHDC Pledgor (the "Frankfurt Pledged Interests"), as more particularly described in Schedule II attached hereto and made a part hereof, including, without limitation, all of IHDC Pledgor's right, title, and interest in and to the share capital, profits, losses, allocations, and distributions of IHDC Frankfurt;
(b) All rights, powers, and privileges of IHDC Pledgor as sole quotaholder (Alleingesellschafter) of IHDC Frankfurt under the articles of association (Satzung) of IHDC Frankfurt and under applicable German law, including, without limitation, all Stimmrechte (voting rights), Gesellschafterrechte (shareholder rights), and Gewinnbeteiligungsrechte (profit participation rights);
(c) All distributions, dividends (Gewinnausschüttungen), cash, instruments, securities, and other property at any time receivable, received, or otherwise distributable in respect of, or in exchange for, any and all of the Frankfurt Pledged Interests, whether by way of regular distributions, special distributions, liquidating distributions, returns of capital, or otherwise;
(d) All Proceeds (as defined in Section 1.01 hereof) of any and all of the foregoing, including, without limitation, any proceeds of insurance covering any or all of the foregoing, and all rights, claims, and causes of action of IHDC Pledgor against any person arising out of or relating to any of the foregoing.
For the avoidance of doubt, the pledge of the Frankfurt Pledged Interests hereunder creates a security interest under the Uniform Commercial Code of the State of New York and the State of Delaware only. The parallel German-law notarized share pledge (Anteilsverpfändungsvertrag), dated as of May 15, 2024, by IHDC Pledgor in favor of Pinnacle Trust Company, N.A. (as Security Trustee), has been separately executed and notarized before a Notar in Frankfurt am Main and is governed exclusively by the laws of the Federal Republic of Germany. Perfection and enforcement of the pledge over the Frankfurt Pledged Interests under German law shall be governed solely by the German Share Pledge and applicable provisions of German law (including, without limitation, Sections 1273 et seq. of the German Civil Code (Bürgerliches Gesetzbuch) and Section 15 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung)).
Section 2.03 — Security for Obligations
The Pledged Collateral (comprising the Holdings Pledged Collateral and the IHDC Frankfurt Pledged Collateral) secures the prompt and complete payment when due (whether at stated maturity, by mandatory or optional prepayment, by acceleration, or otherwise) and performance of all Secured Obligations, including, without limitation:
(a) The aggregate principal amount of Nine Hundred Fifty Million Dollars ($950,000,000) outstanding or available under the Credit Agreement, consisting of a USD Tranche in the aggregate principal amount of Six Hundred Seventy-Five Million Dollars ($675,000,000) and 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);
(b) All interest accrued and accruing thereon at the applicable rates set forth in the Credit Agreement, being the Adjusted Term SOFR Rate plus four and one-quarter percent (4.25%) per annum for the USD Tranche and the EURIBOR Rate plus four and one-quarter percent (4.25%) per annum for the EUR Sub-Tranche, together with all default interest payable at an additional two percent (2.00%) per annum upon the occurrence and during the continuance of an Event of Default;
(c) All fees payable under or in connection with the Credit Agreement and the other Loan Documents, including, without limitation, (i) the arrangement fee in the amount of Fourteen Million Two Hundred Fifty Thousand Dollars ($14,250,000), (ii) the annual administrative agent fee in the amount of One Hundred Seventy-Five Thousand Dollars ($175,000), and (iii) the annual collateral agent fee in the amount of Two Hundred Thousand Dollars ($200,000);
(d) All obligations of Holdings Pledgor arising under the Guarantee Agreement, including its unconditional guarantee of the Secured Obligations;
(e) All indemnification obligations and expense reimbursement obligations arising under the Credit Agreement, this Agreement, the Security Agreement, and each other Loan Document; and
(f) All post-petition interest (at the applicable contract rate, including default interest) whether or not such interest is allowable or allowed as a claim in any proceeding under the United States Bankruptcy Code (11 U.S.C. §§ 101 et seq.) or under any other applicable bankruptcy, insolvency, receivership, conservatorship, or similar law.
Section 2.04 — Continuing Security Interest
The security interest and pledge granted herein are continuing and shall not be deemed satisfied, discharged, or terminated by any intermediate payment or partial satisfaction of the Secured Obligations. The security interest and pledge granted herein shall remain in full force and effect until (a) all Secured Obligations have been indefeasibly paid and performed in full in cash, (b) all commitments of the Lenders under the Credit Agreement have been terminated, and (c) this Agreement has been terminated in accordance with Section 8.09 hereof. The pledge and security interest granted herein are granted as security only and shall not subject the Collateral Agent or any Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Pledgors with respect to any of the Pledged Collateral or any transaction in connection therewith.
ARTICLE III — REPRESENTATIONS AND WARRANTIES
Each Pledgor, severally and not jointly (except as otherwise expressly provided herein), hereby represents and warrants to the Collateral Agent and each of the Secured Parties as follows as of the date hereof:
Section 3.01 — Organization and Authority
(a) Holdings Pledgor is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to do business and in good standing in each other jurisdiction where the ownership of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.
(b) IHDC Pledgor is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to do business and in good standing in each other jurisdiction where the ownership of its properties or the conduct of its business requires such qualification, including the Commonwealth of Virginia, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.
(c) Each Pledgor has full corporate power and authority (in the case of Holdings Pledgor) or limited liability company power and authority (in the case of IHDC Pledgor) to execute, deliver, and perform its obligations under this Agreement and to grant the security interests and pledges contemplated hereby.
(d) The execution, delivery, and performance of this Agreement and the grant of the security interests and pledges contemplated hereby have been duly authorized by all necessary corporate or limited liability company action on the part of each Pledgor. In the case of Holdings Pledgor, authorization has been effected by resolutions of the Board of Directors of Ironhaven Holdings Inc. duly adopted at a meeting duly convened and held on May 10, 2024 (the "Board Resolutions"), at which a quorum was present and acting throughout. In the case of IHDC Pledgor, authorization has been effected by written consent of the sole member of Ironhaven Data Centers LLC, dated as of May 10, 2024. No other corporate, limited liability company, or other organizational proceedings on the part of either Pledgor are necessary to authorize the execution, delivery, and performance of this Agreement.
Section 3.02 — Enforceability
This Agreement has been duly executed and delivered by each Pledgor and constitutes the legal, valid, and binding obligation of each Pledgor, enforceable against each Pledgor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws affecting the enforcement of creditors' rights generally, (b) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and (c) implied covenants of good faith and fair dealing.
Section 3.03 — Ownership of Pledged Collateral
(a) Holdings Pledgor is the sole record and beneficial owner of one hundred percent (100%) of the outstanding limited liability company membership interests in IHDC, free and clear of all liens, claims, charges, encumbrances, security interests, options, warrants, rights of first refusal, and restrictions of any kind or nature whatsoever, except for (i) the lien and security interest created by this Agreement, (ii) Permitted Liens (as defined in the Credit Agreement), and (iii) restrictions on transfer arising under applicable federal and state securities laws. Holdings Pledgor has good and marketable title to the IHDC Membership Interests.
(b) IHDC Pledgor is the sole record and beneficial owner of one hundred percent (100%) of the outstanding Geschäftsanteile (quotas) of IHDC Frankfurt, free and clear of all liens, claims, charges, encumbrances, security interests, options, warrants, rights of first refusal, and restrictions of any kind or nature whatsoever, except for (i) the lien and security interest created by this Agreement, (ii) the German Share Pledge (Anteilsverpfändungsvertrag) in favor of Pinnacle Trust Company, N.A. as Security Trustee, (iii) Permitted Liens (as defined in the Credit Agreement), and (iv) restrictions on transfer arising under applicable law (including Section 15 of the German Limited Liability Companies Act (GmbHG)). IHDC Pledgor has good and marketable title to the Frankfurt Pledged Interests.
(c) No other person holds any equity interest, option, warrant, right of first refusal, right of first offer, preemptive right, conversion right, put right, call right, or other similar right with respect to any of the Pledged Collateral, and no Pledgor has granted any such right to any person. The Pledged Collateral has been duly authorized and validly issued (to the extent applicable), and is fully paid and non-assessable (to the extent applicable).
Section 3.04 — Description of Pledged Collateral
(a) IHDC Membership Interests. The IHDC Membership Interests are as described in Schedule I hereto and represent one hundred percent (100%) of the outstanding membership interests in IHDC. The membership interests of IHDC are governed by the IHDC Operating Agreement. The registered agent of IHDC in the State of Delaware is Cascade Systems, with an address at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The principal place of business of IHDC is 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147. All information set forth in Schedule I is complete and accurate in all material respects as of the date hereof.
(b) Frankfurt Pledged Interests. The Frankfurt Pledged Interests are as described in Schedule II hereto and represent one hundred percent (100%) of the Geschäftsanteile (share capital) of IHDC Frankfurt. IHDC Frankfurt's managing directors (Geschäftsführer) are Marcus Delaine and Katarina Bremer, each duly appointed and registered at the Amtsgericht Frankfurt am Main. The registered office of IHDC Frankfurt is Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany. All information set forth in Schedule II is complete and accurate in all material respects as of the date hereof.
Section 3.05 — No Conflicts
The execution, delivery, and performance of this Agreement by each Pledgor, and the grant of the security interests and pledges contemplated hereby, do not and will not:
(a) Violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, the certificate of incorporation or bylaws of Holdings Pledgor, the certificate of formation or IHDC Operating Agreement of IHDC Pledgor, or the Satzung of IHDC Frankfurt;
(b) Violate any applicable law, statute, regulation, rule, order, judgment, decree, injunction, or governmental authorization applicable to either Pledgor or any of its properties or assets;
(c) Result in the creation or imposition of any lien, charge, or encumbrance on any of the Pledged Collateral, other than the liens and security interests created by this Agreement, the German Share Pledge, and Permitted Liens; or
(d) Conflict with, result in a breach of, or constitute a default under, or give rise to any right of termination, cancellation, or acceleration under, any material contract, agreement, indenture, mortgage, lease, license, or other instrument or obligation to which either Pledgor is a party or by which either Pledgor or any of its properties or assets may be bound.
Section 3.06 — No Consents
No consent, approval, authorization, order, registration, qualification, or filing with any governmental authority or regulatory body, or any other person, is required in connection with the execution, delivery, and performance of this Agreement by either Pledgor or the grant of the security interests and pledges contemplated hereby, except for:
(a) The filing of UCC-1 financing statements with the Secretary of State of the State of Delaware naming each Pledgor as debtor and the Collateral Agent as secured party;
(b) Such consents, approvals, authorizations, orders, registrations, qualifications, or filings that have already been obtained or made on or prior to the date hereof; and
(c) Filings and registrations with the Handelsregister (commercial register) at the Amtsgericht Frankfurt am Main and other notarial or governmental filings required in connection with the separate German Share Pledge (Anteilsverpfändungsvertrag), which are governed by German law and have been effected or are in the process of being effected as of the date hereof.
Section 3.07 — Perfection
(a) Upon the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware naming each Pledgor as debtor and the Collateral Agent as secured party, in the form attached hereto as Exhibit B (or substantially similar thereto), the security interests created by this Agreement in the IHDC Membership Interests and the Frankfurt Pledged Interests (to the extent such interests constitute collateral perfectable under the UCC by the filing of a financing statement) will constitute valid, perfected, first-priority security interests therein, subject only to Permitted Liens having priority by operation of law. No other filing, recording, registration, or other action (other than as set forth in this Section 3.07) is necessary or desirable under the UCC to create, preserve, protect, or perfect such security interests.
(b) The IHDC Membership Interests are not represented by certificates and are uncertificated interests within the meaning of the UCC. The IHDC Operating Agreement does not contain any provision electing to treat the membership interests of IHDC as "securities" governed by Article 8 of the UCC. Accordingly, the IHDC Membership Interests constitute "general intangibles" under the UCC, and perfection is properly accomplished by the filing of a UCC-1 financing statement.
(c) The Frankfurt Pledged Interests (Geschäftsanteile in a German GmbH) are not "securities" or "investment property" within the meaning of the UCC. Perfection of a security interest in the Frankfurt Pledged Interests under the UCC is accomplished by the filing of a UCC-1 financing statement. Perfection under German law is accomplished through the separate German Share Pledge (Anteilsverpfändungsvertrag), which has been duly notarized before a Notar in Frankfurt am Main in accordance with Section 15(3) of the German Limited Liability Companies Act (GmbHG).
Section 3.08 — Litigation
There are no actions, suits, investigations, or proceedings pending or, to either Pledgor's knowledge after reasonable inquiry, threatened against or affecting either Pledgor before any court, arbitral tribunal, governmental authority, or administrative body that (a) could reasonably be expected to affect the legality, validity, or enforceability of this Agreement or any material provision hereof, (b) could reasonably be expected to impair either Pledgor's ability to perform its obligations hereunder, or (c) could reasonably be expected to adversely affect either Pledgor's rights in, or the Collateral Agent's lien on, any of the Pledged Collateral. Neither Pledgor is in default with respect to any judgment, order, writ, injunction, or decree of any court, governmental authority, or arbitral tribunal.
Section 3.09 — OFAC and Sanctions Compliance
Neither Pledgor, nor any of its officers, directors, managing members, managers, or affiliates, is currently identified on the Specially Designated Nationals and blocked Persons List maintained by the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), or is otherwise a "Sanctioned Person" as defined in the Credit Agreement. Neither Pledgor, nor any of its officers, directors, managing members, managers, or affiliates, is the target of sanctions administered or enforced by OFAC, the European Union (including sanctions imposed pursuant to Council Regulation (EU) No 269/2014, as amended), the Office of Financial Sanctions Implementation of HM Treasury of the United Kingdom ("UK OFSI"), the United Nations Security Council, or any other applicable governmental authority. The foregoing representations are consistent with the Borrower's OFAC and sanctions compliance representations set forth in Section 5.16 of the Credit Agreement and with the OFAC and sanctions compliance memorandum, dated May 8, 2024, prepared by Calderwood & Harkness LLP in connection with the closing of the transactions contemplated by the Credit Agreement.
Section 3.10 — Tax Identification
Holdings Pledgor's Employer Identification Number is 84-3291044. IHDC Pledgor's Employer Identification Number is 84-3291057. Each Pledgor's exact legal name and jurisdiction of organization are as set forth in the preamble to this Agreement and are the names and jurisdictions that would be disclosed in a search of filings made under the UCC as in effect in the State of Delaware as of the date hereof. Neither Pledgor has changed its legal name, jurisdiction of organization, or organizational identification number at any time during the five (5) years preceding the date hereof.
ARTICLE IV — COVENANTS
Each Pledgor, severally and not jointly (except as otherwise expressly provided herein), hereby covenants and agrees with the Collateral Agent as follows:
Section 4.01 — Protection of Collateral Agent's Interest
Each Pledgor shall, at its own cost and expense, take all commercially reasonable actions necessary or desirable to maintain, preserve, protect, and defend (a) the Pledged Collateral, (b) the Collateral Agent's security interest in the Pledged Collateral, and (c) the first-priority status of the Collateral Agent's security interest in the Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor shall (i) appear in and defend any action, suit, or proceeding that may affect the title of such Pledgor to the Pledged Collateral or the Collateral Agent's interest therein, (ii) pay promptly when due all taxes, assessments, charges, and other governmental levies imposed upon or with respect to the Pledged Collateral, and (iii) execute, deliver, and file such additional documents, instruments, financing statements, continuation statements, and other agreements as the Collateral Agent may from time to time reasonably request to create, preserve, maintain, protect, or perfect the liens and security interests granted hereunder or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to the Pledged Collateral.
Section 4.02 — Restrictions on Transfer and Liens
No Pledgor shall, without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders under the Credit Agreement):
(a) Sell, assign, transfer, convey, exchange, pledge, hypothecate, or otherwise dispose of or encumber any of the Pledged Collateral (or any interest therein), or enter into or consummate any agreement, arrangement, or transaction providing for or contemplating the foregoing;
(b) Create, incur, assume, or suffer to exist any lien, charge, encumbrance, security interest, or other claim of any kind on any of the Pledged Collateral, other than (i) the liens and security interests created by this Agreement, (ii) the German Share Pledge (Anteilsverpfändungsvertrag), and (iii) Permitted Liens (as defined in the Credit Agreement); or
(c) Enter into any agreement, instrument, or arrangement (including any shareholders agreement, voting trust, irrevocable proxy, or similar arrangement) that would restrict, limit, or impair (i) the transferability of any of the Pledged Collateral, (ii) the ability of the Collateral Agent to exercise any remedies hereunder with respect to the Pledged Collateral, or (iii) the Collateral Agent's ability to receive and retain any Proceeds of the Pledged Collateral upon exercise of remedies.
The foregoing restrictions are subject to and shall be interpreted in accordance with the change of control provisions set forth in Section 7.01 of the Credit Agreement. For the avoidance of doubt, any event whereby Thornfield Capital Partners, LP (or its affiliated funds, general partners, or managed vehicles) ceases to hold, directly or indirectly, more than fifty percent (50%) of the voting equity interests of Ironhaven Holdings Inc. shall constitute a "Change of Control" under the Credit Agreement and shall trigger a mandatory prepayment obligation of the Borrower at a price equal to one hundred and one percent (101%) of the outstanding principal amount of the Term Loans, plus all accrued and unpaid interest thereon and all other amounts then due and payable under the Credit Agreement and the other Loan Documents.
Section 4.03 — Maintenance of Existence
Each Pledgor shall maintain in full force and effect its legal existence and good standing in its jurisdiction of organization (the State of Delaware) and in each other jurisdiction where the ownership of its properties or the conduct of its business requires such qualification. IHDC Pledgor shall take all commercially reasonable actions to ensure that IHDC Frankfurt maintains its legal existence and good standing under the laws of the Federal Republic of Germany, including the continued registration of IHDC Frankfurt at the Amtsgericht Frankfurt am Main under HRB 129457 and compliance with all applicable German corporate and regulatory requirements.
Section 4.04 — Operating Agreements and Organizational Documents
(a) No Pledgor shall amend, modify, supplement, restate, terminate, or waive (or consent to the amendment, modification, supplement, restatement, termination, or waiver of) any provision of the organizational documents of IHDC (including the IHDC Operating Agreement, the certificate of formation, and any other governing documents) or IHDC Frankfurt (including the Satzung and any other governing documents) that would (i) adversely affect the Collateral Agent's rights or the value, validity, or enforceability of the security interests and pledges granted hereunder, (ii) restrict or impair the transferability of the Pledged Collateral, or (iii) otherwise be adverse to the interests of the Secured Parties, in each case without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders).
(b) Holdings Pledgor shall not consent to or permit (i) the admission of any additional members of IHDC, (ii) the issuance of any additional membership interests in IHDC (whether by new issuance, subdivision, reclassification, or otherwise), or (iii) the conversion of IHDC into a different form of entity, in each case without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders).
(c) IHDC Pledgor shall not consent to or permit (i) the issuance of any additional Geschäftsanteile in IHDC Frankfurt, (ii) the admission of any additional quotaholders (Gesellschafter) of IHDC Frankfurt, (iii) any increase in the share capital (Stammkapital) of IHDC Frankfurt, or (iv) any restructuring, conversion, or transformation (Umwandlung) of IHDC Frankfurt, in each case without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders).
Section 4.05 — Dividends, Distributions, and Voting Rights
(a) Prior to an Event of Default:
(i) Each Pledgor shall be entitled to exercise all voting rights, consent rights, and other consensual rights and powers pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Credit Agreement, or the other Loan Documents.
(ii) Each Pledgor shall be entitled to receive and retain all cash dividends, distributions, and other payments made in respect of the Pledged Collateral; provided, however, that such entitlement shall at all times be subject to the terms of the Credit Agreement, including, without limitation, the mandatory prepayment provisions relating to Excess Cash Flow. Pursuant to Section 2.05(b) of the Credit Agreement, the Borrower is required to make mandatory prepayments from seventy-five percent (75%) of Excess Cash Flow for each fiscal year, stepping down to fifty percent (50%) of Excess Cash Flow at any time the Net Leverage Ratio is less than or equal to 4.50 to 1.00, and further stepping down to twenty-five percent (25%) of Excess Cash Flow at any time the Net Leverage Ratio is less than or equal to 3.50 to 1.00.
(b) After an Event of Default: Upon the occurrence and during the continuance of an Event of Default, the rights of each Pledgor under Section 4.05(a) shall cease, and the Collateral Agent shall be entitled to exercise all rights and remedies set forth in Article VI hereof, including, without limitation, the right to exercise all voting rights and to receive all dividends, distributions, and other payments in respect of the Pledged Collateral.
Section 4.06 — UCC Financing Statements and Further Assurances
(a) Each Pledgor hereby irrevocably authorizes the Collateral Agent to file (and, if applicable, to sign on behalf of such Pledgor) UCC-1 financing statements, continuation statements, amendments, and termination statements (and similar filings in any applicable jurisdiction) with the Secretary of State of the State of Delaware and with any other applicable filing office as the Collateral Agent may deem necessary or desirable, without requiring the signature or further action of such Pledgor. Each Pledgor hereby ratifies and confirms the UCC-1 financing statements in the forms attached hereto as Exhibit B and authorizes the filing thereof with the Secretary of State of the State of Delaware. The UCC-1 filing package has been prepared by Calderwood & Harkness LLP and is expected to be filed with the Delaware Secretary of State on or about the date hereof for each of Ironhaven Holdings Inc. and Ironhaven Data Centers LLC.
(b) Each Pledgor shall, promptly upon the request of the Collateral Agent, execute and deliver such additional agreements, instruments, certificates, opinions, documents, and other papers as the Collateral Agent may reasonably request (i) to perfect, maintain, protect, or enforce the liens and security interests granted hereunder, (ii) to facilitate the exercise by the Collateral Agent of its rights and remedies hereunder, or (iii) to carry out more effectively the purposes of this Agreement and the transactions contemplated hereby. Without limiting the foregoing, each Pledgor agrees to execute and deliver any and all account control agreements, consents, powers of attorney, or similar instruments as the Collateral Agent may reasonably request.
Section 4.07 — Change of Name, Jurisdiction, or Structure
Each Pledgor shall provide the Collateral Agent with at least thirty (30) days' prior written notice before:
(a) Changing its legal name (including any change from the name under which such Pledgor's financing statement was filed) or adopting any trade name, fictitious business name, or "doing business as" name;
(b) Changing its jurisdiction of organization from the State of Delaware to any other jurisdiction;
(c) Merging with or into, or consolidating with, any other person, or converting into a different type of entity (including any conversion from a corporation to a limited liability company, or vice versa); or
(d) Making the IHDC Membership Interests represented by certificates (i.e., converting from uncertificated to certificated form) or opting into Article 8 of the UCC with respect to such membership interests.
Each Pledgor acknowledges that any of the foregoing actions may require the filing of additional or amended financing statements and agrees to cooperate with the Collateral Agent in connection with the filing of any such statements or the taking of any other action required to maintain the perfection and priority of the security interests granted hereunder.
Section 4.08 — Compliance with Credit Agreement
Each Pledgor shall comply in all material respects with all applicable covenants, conditions, and requirements of the Credit Agreement and the other Loan Documents applicable to such Pledgor, including, without limitation:
(a) The financial covenants set forth in Section 7.11 of the Credit Agreement, including (i) the Maximum Net Leverage Ratio covenant (requiring that the Consolidated Net Leverage Ratio not exceed 6.00 to 1.00 as of the last day of each fiscal quarter, tested quarterly on a trailing four-quarter basis) and (ii) the Minimum Interest Coverage Ratio covenant (requiring that the Consolidated Interest Coverage Ratio be not less than 2.00 to 1.00 as of the last day of each fiscal quarter, tested quarterly on a trailing four-quarter basis);
(b) The capital expenditure limitations set forth in Section 7.07 of the Credit Agreement, which limit aggregate capital expenditures to Three Hundred Twenty-Five Million Dollars ($325,000,000) for the fiscal year ending December 31, 2024, and Two Hundred Fifty Million Dollars ($250,000,000) for the fiscal year ending December 31, 2025, and each fiscal year thereafter, with an annual carry-forward of up to twenty-five percent (25%) of any unused amount to the immediately succeeding fiscal year; and
(c) The quarterly compliance certificate delivery obligations set forth in Section 6.02 of the Credit Agreement, requiring delivery of a compliance certificate signed by the Chief Financial Officer of the Borrower within forty-five (45) days after the end of each fiscal quarter and within ninety (90) days after the end of each fiscal year.
ARTICLE V — ADDITIONAL PROVISIONS REGARDING PLEDGED COLLATERAL
Section 5.01 — Certificated Interests
(a) If at any time the IHDC Membership Interests, or any portion thereof, become represented by one or more certificates (whether by election, amendment of the IHDC Operating Agreement, conversion to Article 8 status under the UCC, or otherwise), Holdings Pledgor shall immediately (and in any event within three (3) Business Days) deliver all such certificates to the Collateral Agent, duly endorsed in blank or accompanied by undated irrevocable stock or membership interest transfer powers (in form and substance satisfactory to the Collateral Agent) duly executed in blank by Holdings Pledgor. Until such delivery, Holdings Pledgor shall hold all such certificates in trust for the benefit of the Collateral Agent and the Secured Parties and shall not transfer, pledge, or otherwise dispose of such certificates.
(b) If at any time any interests in IHDC Frankfurt become evidenced by certificates, share certificates, or similar instruments (notwithstanding that GmbH Geschäftsanteile are not, as a matter of German law, typically represented by certificates), IHDC Pledgor shall immediately (and in any event within three (3) Business Days) deliver all such certificates or instruments to the Collateral Agent, duly endorsed in blank or accompanied by undated transfer instruments duly executed in blank by IHDC Pledgor.
Section 5.02 — Registration in Nominee Name
The Collateral Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default, to have any or all of the Pledged Collateral registered in the name of the Collateral Agent or its nominee (including any custodian, sub-agent, or securities intermediary designated by the Collateral Agent), and each Pledgor shall promptly execute and deliver all documents, instruments, and consents necessary or reasonably requested to effectuate such registration. Each Pledgor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact, with full power of substitution, for the purpose of effecting any such registration; provided that such power of attorney shall be exercisable only during the continuance of an Event of Default.
Section 5.03 — Additional Equity Interests
If, at any time after the date hereof, either Pledgor shall acquire any additional equity interests in IHDC or IHDC Frankfurt, whether by purchase, issuance, stock dividend, stock split, reclassification, recapitalization, conversion, exchange, distribution, merger, or otherwise, all such additional equity interests shall automatically and immediately be subject to the pledge and security interest granted hereunder, shall constitute Pledged Collateral for all purposes of this Agreement, and shall be governed by the terms hereof. The applicable Pledgor shall promptly (and in any event within ten (10) Business Days after such acquisition) deliver to the Collateral Agent (a) a written notice describing in reasonable detail the additional equity interests so acquired and (b) an updated Schedule I (in the case of additional IHDC Membership Interests) or an updated Schedule II (in the case of additional Frankfurt Pledged Interests), in each case certified by an authorized officer of the applicable Pledgor, together with such additional documents (including any certificates, transfer powers, UCC financing statement amendments, and opinions of counsel) as the Collateral Agent may reasonably request.
Section 5.04 — Intercreditor Matters
(a) The liens and security interests granted hereunder, and the exercise of any right or remedy by the Collateral Agent hereunder, are subject in all respects to the terms and provisions of the Intercreditor Agreement, including the priority of the existing Super-Senior Revolving Credit Facility in the aggregate committed amount of One Hundred Million Dollars ($100,000,000) (undrawn as of the date hereof), issued by Crescent Harbor Bank, N.A. as Revolver Lender. All actions taken and rights exercised by the Collateral Agent hereunder shall be taken and exercised in accordance with and subject to the applicable provisions of the Intercreditor Agreement.
(b) In the event of any conflict or inconsistency between any provision of this Agreement and any provision of the Intercreditor Agreement, the terms and provisions of the Intercreditor Agreement shall govern and control, and no right, power, or remedy granted to the Collateral Agent or any Secured Party hereunder shall be exercised in a manner that would be contrary to, or inconsistent with, the terms and provisions of the Intercreditor Agreement. Each Pledgor acknowledges that it has received a copy of the Intercreditor Agreement and is familiar with the terms and provisions thereof.
ARTICLE VI — REMEDIES UPON EVENT OF DEFAULT
Section 6.01 — Events of Default
As used in this Agreement, the term "Event of Default" shall have the meaning assigned to such term in the Credit Agreement, which includes, among other events, (a) failure to pay principal or interest when due, (b) breach of any financial covenant, (c) breach of any representation or warranty that is materially incorrect when made, (d) cross-default with respect to indebtedness in excess of the threshold set forth in the Credit Agreement, (e) bankruptcy, insolvency, or similar events, (f) ERISA events, (g) judgment defaults in excess of the threshold set forth in the Credit Agreement, (h) invalidity of any Loan Document or material security interest, and (i) a Change of Control (as defined in the Credit Agreement).
Section 6.02 — Rights and Remedies upon Default
Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (acting at the direction of the Required Lenders as provided in the Credit Agreement) shall have and may exercise any or all of the following rights and remedies, in addition to all other rights and remedies available to the Collateral Agent and the Secured Parties under applicable law:
(a) Voting Rights. Exercise all voting rights, consent rights, and other consensual rights and powers pertaining to any and all of the Pledged Collateral, including, without limitation, the right to vote (or execute written consents in lieu of voting) the IHDC Membership Interests in any meeting of the members of IHDC (or in any action by written consent of the members of IHDC), and the right to exercise all quotaholder (Gesellschafter) rights with respect to the Frankfurt Pledged Interests, including the right to convene and vote at any shareholders' meeting (Gesellschafterversammlung) of IHDC Frankfurt. Each Pledgor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and proxy, with full power of substitution, to exercise all such voting and consensual rights upon the occurrence and during the continuance of an Event of Default, and each Pledgor agrees to execute and deliver such further instruments and documents as may be necessary to give effect to this appointment.
(b) Distributions. Receive, collect, and retain all dividends, distributions, cash payments, and other Proceeds of any and all of the Pledged Collateral, whether paid in cash, property, or securities, and apply the same to the payment of the Secured Obligations in such order and manner as the Administrative Agent shall direct in accordance with the Credit Agreement and the Intercreditor Agreement. Each Pledgor shall, upon the occurrence and during the continuance of an Event of Default, cause all dividends, distributions, and other payments in respect of the Pledged Collateral to be paid directly to the Collateral Agent.
(c) Transfer and Sale. Sell, assign, transfer, or otherwise dispose of any and all of the Pledged Collateral, at public or private sale, in one or more lots, at such times and places, for cash, credit, or future delivery, and at such price or prices as the Collateral Agent may determine, all in compliance with Article 9 of the UCC and all other applicable law. Each such sale shall be made to the highest qualified bidder or bidders, and the Collateral Agent may purchase any or all of the Pledged Collateral at any public sale. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.
(d) Foreclosure. Foreclose the lien and security interest created hereby by any method permitted by applicable law, including by judicial foreclosure or by non-judicial foreclosure in accordance with Article 9 of the UCC. In any foreclosure proceeding, the Collateral Agent shall have the right to credit bid the Secured Obligations (or any portion thereof) against the purchase price for any Pledged Collateral.
(e) UCC Remedies. Exercise all rights and remedies of a secured party under the UCC and under any other applicable law, including, without limitation, (i) the right to take possession of any and all of the Pledged Collateral without judicial process, (ii) the right to require any Pledgor to assemble the Pledged Collateral and make it available to the Collateral Agent at a place designated by the Collateral Agent, and (iii) the right to use, operate, manage, and control the Pledged Collateral for the purpose of preserving the same, maintaining its value, or preparing it for sale or other disposition.
(f) Appoint Receiver. Apply to any court of competent jurisdiction for the appointment of a receiver or trustee over IHDC and/or IHDC Frankfurt (or the assets of either of them) to manage, operate, and preserve the Pledged Collateral and the business and assets of IHDC and IHDC Frankfurt pending the exercise of other remedies hereunder. Each Pledgor hereby consents to the appointment of such a receiver or trustee and agrees not to oppose any such application.
(g) Strict Foreclosure. Accept any or all of the Pledged Collateral in full or partial sa

EQUITY INTEREST PLEDGE AGREEMENT

IRONHAVEN HOLDINGS INC.

IRONHAVEN DATA CENTERS LLC

PINNACLE TRUST COMPANY, N.A.

CUSIP: 46283LAA5

CONFIDENTIAL TREATMENT REQUESTED

EQUITY INTEREST PLEDGE AGREEMENT

RECITALS

WHEREAS:

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