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CRESCENT HARBOR BANK, N.A. 1200 Harbor Point Drive Charlotte, North Carolina 28202

February 28, 2024

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

Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147

Attention: Natasha Greenfeld, VP, Treasury & Capital Markets

Copy to: Rebecca Sung, Chief Financial Officer

Re: Fee Letter in Connection with the Senior Secured Term Loan B Credit Facility in the Aggregate Principal Amount of $950,000,000 (the "Credit Facility")

Dear Ms. Greenfeld:

This letter agreement (this "Fee Letter") sets forth the fees payable by Ironhaven Data Centers LLC and its affiliates in connection with the Senior Secured Term Loan B Credit Facility described herein. The terms and conditions of this Fee Letter are strictly confidential and are subject to the confidentiality provisions set forth in Section 9 below.

1. Reference and Definitions

This Fee Letter is delivered in connection with, and is the "Fee Letter" referred to in, that certain Commitment Letter dated as of February 28, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Commitment Letter"), between Crescent Harbor Bank, N.A. ("Crescent Harbor," "CHB," or the "Lead Arranger") and Ironhaven Data Centers LLC ("IHDC" or the "Borrower"), pursuant to which Crescent Harbor has committed to arrange and syndicate a senior secured term loan B credit facility in the aggregate principal amount of Nine Hundred Fifty Million Dollars ($950,000,000) (the "Credit Facility") for the benefit of the Borrower.

Capitalized terms used but not defined in this Fee Letter shall have the meanings assigned to such terms in the Commitment Letter or, following execution thereof, the Credit Agreement (as defined below). In the event of any inconsistency between the definitions set forth in this Fee Letter and those set forth in the Commitment Letter, the definitions in this Fee Letter shall govern for purposes of fee-related matters.

As used in this Fee Letter, the following terms shall have the following meanings:

"Closing Date" means the date on which all conditions precedent to the initial funding of the Credit Facility, as set forth in the Commitment Letter and the Credit Agreement, have been satisfied or waived in accordance with the terms thereof, and the initial funding of the Credit Facility occurs.

"Collateral Agent" means Pinnacle Trust Company, N.A., in its capacity as collateral agent and security trustee under the Collateral Documents and the Parallel Debt and Security Trust Agreement.

"Co-Borrower" means Ironhaven Frankfurt GmbH, a limited liability company organized under the laws of the Federal Republic of Germany and a wholly owned subsidiary of the Borrower, which shall serve as co-borrower under the EUR Sub-Tranche of the Credit Facility.

"Credit Agreement" means the Senior Secured Term Loan B Credit Agreement to be entered into among the Borrower, the Co-Borrower, the Parent Guarantor, the Administrative Agent, the Collateral Agent, and the Lenders party thereto, substantially in the form contemplated by the Commitment Letter.

"EUR Sub-Tranche" means the Euro-denominated sub-tranche of the Credit Facility in the aggregate principal amount of €253,571,429 (equivalent to approximately $275,000,000 at an assumed EUR/USD exchange rate of 1.0846).

"Parent Guarantor" means Ironhaven Holdings Inc., a Delaware corporation and the direct parent company of the Borrower.

"Syndication Launch Date" means the date on which syndication of the Credit Facility to prospective Lenders commences, which is anticipated to be March 15, 2024.

"USD Tranche" means the U.S. Dollar-denominated tranche of the Credit Facility in the aggregate principal amount of $675,000,000.

For the avoidance of doubt, references herein to the aggregate principal amount of the Credit Facility in the amount of $950,000,000 include both the USD Tranche ($675,000,000) and the EUR Sub-Tranche (€253,571,429, equivalent to approximately $275,000,000 at the assumed EUR/USD exchange rate of 1.0846 as set forth above). Unless the context otherwise requires, all Dollar amounts referenced herein with respect to the EUR Sub-Tranche are calculated using such assumed exchange rate; actual amounts payable in respect of the EUR Sub-Tranche shall be determined by reference to the applicable exchange rate on the relevant payment date or, with respect to the OID (as defined below), on the Closing Date.

2. Arrangement Fee

Crescent Harbor Bank, N.A., in its capacity as Sole Lead Arranger and Sole Bookrunner for the Credit Facility, shall receive an arrangement fee (the "Arrangement Fee") in an amount equal to one and one-half percent (1.50%) of the aggregate commitments under the Credit Facility, calculated as follows:

$950,000,000 × 1.50% = $14,250,000

The Arrangement Fee shall be deemed fully earned upon execution and delivery of this Fee Letter and the Commitment Letter by each of the parties hereto and thereto. The Arrangement Fee shall be due and payable in full, in immediately available funds, on the Closing Date by wire transfer to the account designated by Crescent Harbor in accordance with the wire instructions to be provided pursuant to Exhibit A attached hereto.

Once paid, the Arrangement Fee shall be non-refundable and non-creditable against any other fees, interest, principal, or other amounts payable under the Credit Facility, the Commitment Letter, this Fee Letter, or any other Transaction Document. For the avoidance of doubt, the Arrangement Fee is payable solely to Crescent Harbor in its capacity as Sole Lead Arranger and Sole Bookrunner and shall not be shared with, allocated to, or offset against any amounts payable to any other Lender or agent under the Credit Facility except as Crescent Harbor may determine in its sole discretion.

Notwithstanding the foregoing, if the Closing Date does not occur for any reason (including, without limitation, as a result of the termination of the commitments under the Commitment Letter in accordance with the terms thereof), the Arrangement Fee shall not be payable; provided, however, that the foregoing shall not limit or affect the Borrower's obligations under Section 8 (Expense Reimbursement) of this Fee Letter, which obligations shall survive the termination of the Commitment Letter and this Fee Letter regardless of whether the Closing Date occurs.

Wire instructions for payment of the Arrangement Fee shall be provided by Crescent Harbor to the Borrower no later than two (2) Business Days prior to the anticipated Closing Date.

3. Upfront Fee / Original Issue discount (OID)

Each Lender under the Credit Facility (including Crescent Harbor Bank, N.A. in its capacity as a Lender) shall receive an upfront fee in the form of an original issue discount (the "Upfront Fee" or "OID") equal to fifty basis points (0.50%) of such Lender's individual commitment amount under the Credit Facility. As a result, the Credit Facility shall be issued at a price of 99.50% of par.

The aggregate net proceeds to the Borrower from the initial funding of the Credit Facility, after giving effect to the application of the OID, shall be $945,250,000, calculated as follows:

$950,000,000 × 99.50% = $945,250,000

The OID shall be applied by deducting such amount from the funded proceeds disbursed to the Borrower on the Closing Date. No separate cash payment by the Borrower shall be required in respect of the OID; each Lender's OID amount shall be retained by such Lender from the funds that would otherwise be advanced to the Borrower. The aggregate OID across all Lenders under the Credit Facility shall be $4,750,000, calculated as follows:

$950,000,000 × 0.50% = $4,750,000

The schedule of individual Lender OID amounts, based on the anticipated final allocation of commitments as of the date hereof, is as follows:

The foregoing schedule is based on the anticipated final allocation of commitments among the Lenders and is subject to adjustment in connection with the syndication process. The final schedule of individual Lender OID amounts shall be set forth in Exhibit B hereto and shall be updated to reflect the actual allocation of commitments as of the Closing Date.

With respect to the EUR Sub-Tranche, the OID shall be applied in Euro-equivalent terms. Accordingly, the aggregate OID attributable to the EUR Sub-Tranche shall be €1,267,857.14, calculated as follows:

€253,571,429 × 0.50% = €1,267,857.14

Such EUR Sub-Tranche OID shall be deducted from the Euro-denominated proceeds advanced to the Co-Borrower on the Closing Date.

For the avoidance of doubt, the Upfront Fee (OID) described in this Section 3 is in addition to, and not in lieu of, the Arrangement Fee described in Section 2 above and all other fees payable under this Fee Letter, the Commitment Letter, or the Credit Agreement. Each Lender's receipt of the OID is a condition to such Lender's obligation to fund its commitment on the Closing Date.

4. Administrative Agent Fee

Crescent Harbor Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, shall receive an annual administrative agent fee (the "Administrative Agent Fee") in the amount of One Hundred Seventy-Five Thousand Dollars ($175,000) per annum.

The Administrative Agent Fee shall be payable by the Borrower in advance on the Closing Date and on each anniversary of the Closing Date thereafter for so long as the Credit Agreement remains in effect and any obligations thereunder remain outstanding. In the event that the Closing Date occurs on a date other than January 1, the initial Administrative Agent Fee payment shall cover the period from the Closing Date through December 31 of the calendar year in which the Closing Date occurs and shall be prorated accordingly based on the actual number of days in such period divided by 365 (or 366 in a leap year); provided, however, that based on the anticipated Closing Date of June 3, 2024, the first year Administrative Agent Fee payment shall be $175,000 (reflecting a full year payment payable on the Closing Date), with subsequent payments of $175,000 payable on each anniversary of the Closing Date.

The Administrative Agent Fee shall be non-refundable once paid. No portion of the Administrative Agent Fee shall be subject to rebate, credit, or refund for any reason, including, without limitation, as a result of the prepayment in whole or in part of the loans under the Credit Facility, the termination of the Credit Agreement, or the resignation or removal of the Administrative Agent.

The Administrative Agent Fee is separate from, and in addition to, any reimbursement of the Administrative Agent's reasonable and documented out-of-pocket expenses incurred in the performance of its duties under the Credit Agreement, which expenses shall be reimbursable in accordance with the terms of the Credit Agreement.

5. Collateral Agent Fee

Pinnacle Trust Company, N.A., in its capacity as Collateral Agent and Security Trustee under the Collateral Documents and the Parallel Debt and Security Trust Agreement, shall receive an annual collateral agent fee (the "Collateral Agent Fee"), which shall consist of two components:

(a) Domestic (US) Collateral Agent Services. In consideration of the domestic collateral agent services to be provided by Pinnacle Trust Company, N.A. with respect to the security interests granted in the assets of the Borrower, the Parent Guarantor, and the domestic subsidiary guarantors located in the United States, Pinnacle Trust Company, N.A. shall receive an annual fee of One Hundred Twenty-Five Thousand Dollars ($125,000) per annum.

(b) German Security Trustee Services. In consideration of the security trustee services to be provided by Pinnacle Trust Company, N.A. (acting through its London branch) under the Parallel Debt and Security Trust Agreement with respect to the security interests granted by the Co-Borrower (Ironhaven Frankfurt GmbH) and other European obligors, Pinnacle Trust Company, N.A. shall receive an additional annual fee of Seventy-Five Thousand Dollars ($75,000) per annum.

The total annual Collateral Agent Fee shall therefore be Two Hundred Thousand Dollars ($200,000) per annum.

The Collateral Agent Fee shall be payable by the Borrower directly to Pinnacle Trust Company, N.A. in advance on the Closing Date and on each anniversary of the Closing Date thereafter for so long as the security documents remain in effect and the obligations secured thereby remain outstanding. The first year Collateral Agent Fee payment of $200,000 shall be payable in full on the Closing Date.

The Collateral Agent Fee is payable directly by the Borrower to Pinnacle Trust Company, N.A. and shall not reduce, offset, or be credited against any other fees or amounts payable by the Borrower under this Fee Letter, the Commitment Letter, or the Credit Agreement. The parties acknowledge that a separate fee arrangement letter between the Borrower and Pinnacle Trust Company, N.A. governs additional terms and conditions applicable to the Collateral Agent's engagement; this Fee Letter confirms the Borrower's obligation to fund such Collateral Agent Fees as set forth herein and does not supersede or modify the terms of such separate arrangement.

6. Ticking Fee

From and after the Syndication Launch Date (anticipated to be March 15, 2024), the Borrower shall pay to the Lead Arranger, for the ratable account of each Lender (allocated pro rata based on such Lender's commitment under the Credit Facility), a ticking fee (the "Ticking Fee") at a rate of twenty-five basis points (0.25%) per annum, calculated on the aggregate undrawn and unfunded commitments under the Credit Facility.

The Ticking Fee shall accrue on a daily basis from and including March 15, 2024 through but excluding the earlier of (a) the Closing Date and (b) the date of termination of the commitments under the Commitment Letter in accordance with the terms thereof.

Based on the anticipated Closing Date of June 3, 2024, the estimated aggregate Ticking Fee is calculated as follows:

Accrual Period: March 15, 2024 through June 2, 2024 (inclusive) = 80 days

Day-Count Convention: Actual/360

Calculation: $950,000,000 × 0.25% × (80 / 360) = $527,778 (rounded to the nearest Dollar)

The Ticking Fee shall be payable in arrears on the Closing Date, or, if the commitments under the Commitment Letter are terminated prior to the Closing Date for any reason, on the date of such termination. Payment shall be made in immediately available funds by wire transfer to the account designated by Crescent Harbor in accordance with the wire instructions to be provided pursuant to Exhibit A attached hereto.

The estimated allocation of the Ticking Fee among the Lenders (based on individual commitments and the anticipated 80-day accrual period) is as follows:

The foregoing estimated amounts are provided for illustrative purposes only and are based on an assumed 80-day accrual period. The actual Ticking Fee payable shall be calculated based on the actual number of days elapsed from the Syndication Launch Date through the Closing Date (or the date of termination, as applicable) and the actual undrawn commitment amounts during such period.

The Ticking Fee is in addition to all other fees payable under this Fee Letter, the Commitment Letter, and the Credit Agreement.

7. Market Flex

The market flex provisions set forth in the Commitment Letter are hereby incorporated by reference as if fully set forth herein. Crescent Harbor, in its capacity as Sole Lead Arranger and Sole Bookrunner, reserves the right, in consultation with the Borrower, to modify the pricing, structure, and/or terms of the Credit Facility as set forth in the Commitment Letter in order to ensure the successful syndication of the Credit Facility to prospective Lenders on terms acceptable to Crescent Harbor in its reasonable discretion. Without limiting the generality of the foregoing, the exercise of market flex by Crescent Harbor shall be subject to the following limitations:

(a) OID Flex. Any increase in the OID shall not exceed an additional fifty basis points (50 bps) above the OID set forth in Section 3 of this Fee Letter. Accordingly, the total OID under the Credit Facility shall not exceed one hundred basis points (100 bps), and the issue price of the Credit Facility shall not fall below 99.00% of par.

(b) Spread Flex. Any increase in the applicable margin over SOFR (with respect to the USD Tranche) or EURIBOR (with respect to the EUR Sub-Tranche), currently set at 425 basis points, shall not exceed fifty basis points (50 bps). Accordingly, the total applicable margin under the Credit Facility shall not exceed SOFR + 475 bps (with respect to the USD Tranche) or EURIBOR + 475 bps (with respect to the EUR Sub-Tranche).

(c) Floor Flex. The SOFR floor (currently 0.50%) and the EURIBOR floor (currently 0.00%) may each be adjusted upward by Crescent Harbor by not more than twenty-five basis points (25 bps). Accordingly, the maximum SOFR floor shall be 0.75% and the maximum EURIBOR floor shall be 0.25%.

The exercise of market flex by Crescent Harbor shall not (i) increase the aggregate commitments under the Credit Facility beyond $950,000,000 (or the equivalent thereof including the EUR Sub-Tranche), (ii) modify the maturity date of the Credit Facility (June 3, 2031), (iii) alter the identity of the Borrower, the Co-Borrower, or the Parent Guarantor, or (iv) modify the collateral package or the guaranty structure in any manner that is materially adverse to the Borrower without the Borrower's prior written consent.

In the event that Crescent Harbor exercises any market flex rights, Crescent Harbor shall provide the Borrower with prompt written notice thereof, and the relevant provisions of this Fee Letter, the Commitment Letter, and the Credit Agreement shall be deemed amended accordingly without the requirement for a formal amendment or waiver.

8. Expense Reimbursement

Whether or not the Closing Date occurs, the Borrower shall reimburse Crescent Harbor for all reasonable and documented out-of-pocket costs and expenses incurred by Crescent Harbor in connection with the syndication, structuring, negotiation, documentation, and closing of the Credit Facility, including, without limitation, the following:

(a) all legal fees and disbursements of Blackthorn & Sundial Software (New York and Frankfurt offices), acting as counsel to the Administrative Agent and the Lenders in connection with the preparation, negotiation, execution, and delivery of the Credit Agreement, the Collateral Documents, the Parallel Debt and Security Trust Agreement, and all other Transaction Documents;

(b) all costs and expenses associated with the printing, reproduction, distribution, and electronic dissemination of the Confidential Information Memorandum, the syndication term sheet, the lender presentation materials, and all other syndication-related materials prepared in connection with the Credit Facility;

(c) all fees and expenses payable to Sentinel Ratings International, LLC in connection with the private credit estimate obtained for the Credit Facility;

(d) all reasonable travel, lodging, and related out-of-pocket expenses incurred by Crescent Harbor's personnel in connection with due diligence site visits to the Borrower's data center facilities, management presentations, and lender meetings; and

(e) all other reasonable and documented out-of-pocket costs and expenses incurred by Crescent Harbor in connection with the transactions contemplated by the Commitment Letter and this Fee Letter.

The Borrower's expense reimbursement obligations under this Section 8 shall survive the termination of the Commitment Letter and this Fee Letter regardless of whether the Closing Date occurs, regardless of whether the Credit Agreement is executed and delivered, and regardless of the reason for any such termination, including, without limitation, any termination resulting from the failure of the conditions precedent to funding to be satisfied.

The estimated aggregate legal fees and disbursements of Blackthorn & Sundial Software in connection with the Credit Facility are approximately $1,975,000 (the "Estimated Legal Fees"). The Estimated Legal Fees are to be funded by the Borrower on the Closing Date from transaction fee proceeds. The Borrower acknowledges that the Estimated Legal Fees are an estimate only and that the actual legal fees and disbursements of Blackthorn & Sundial Software may be higher or lower than such estimate; in either case, the Borrower shall be responsible for the actual fees and disbursements incurred.

All expense reimbursements shall be payable within ten (10) Business Days following the Borrower's receipt of reasonably detailed invoices and supporting documentation from Crescent Harbor.

9. Confidentiality

This Fee Letter and the terms hereof are strictly confidential and shall not be disclosed by the Borrower to any person other than the following:

(a) the officers, directors, and employees of IHDC, Ironhaven Holdings Inc., Ironhaven Frankfurt GmbH, and their respective affiliates (including, without limitation, Thornfield Capital Partners, LP and its personnel, specifically David Thornfield, Elena Castillo, and Graham Ashworth) who have a reasonable need to know the contents hereof in connection with the transactions contemplated hereby;

(b) the Borrower's legal counsel, Calderwood & Harkness LLP, and the Borrower's financial advisors, in each case on a confidential basis and subject to such persons' agreement to be bound by confidentiality obligations no less restrictive than those set forth in this Section 9;

(c) the Borrower's independent auditors, Ashford & Mercer LLP, on a confidential basis solely to the extent necessary for such auditors to perform their professional duties in connection with the audit and review of the Borrower's and its affiliates' financial statements; and

(d) as otherwise required by applicable law, regulation, judicial or administrative process, or court order; provided that the Borrower shall, to the extent permitted by law, use commercially reasonable efforts to provide Crescent Harbor with prior written notice of any such required disclosure, and shall cooperate with Crescent Harbor in seeking a protective order or other appropriate remedy to limit the scope of such disclosure.

Notwithstanding the foregoing restrictions, the Borrower may disclose the existence of this Fee Letter (but not the specific terms, fee amounts, or other provisions hereof) in connection with the syndication process and in communications with prospective Lenders. In addition, the aggregate amount of fees payable under this Fee Letter may be disclosed by the Borrower to the extent required in any regulatory filing, public disclosure, or securities offering document or in connection with the Closing, subject to the Borrower's obligation to use commercially reasonable efforts to limit such disclosure to the minimum extent required.

10. Relationship to Commitment Letter and Credit Agreement

This Fee Letter is supplemental to, and forms an integral part of, the Commitment Letter dated as of February 28, 2024 between Crescent Harbor and the Borrower. The terms and conditions of the Commitment Letter are hereby incorporated by reference as if fully set forth herein to the extent not inconsistent with the terms of this Fee Letter.

Upon execution and delivery of the Credit Agreement (the anticipated signing date of which is on or about May 15, 2024; CUSIP: 46283LAA5), the fee provisions of this Fee Letter shall, to the extent set forth in the Credit Agreement, be incorporated into or superseded by the corresponding provisions of the Credit Agreement. Notwithstanding the foregoing, any fees that are payable solely under this Fee Letter and that are not replicated in, or superseded by, the Credit Agreement shall remain in full force and effect in accordance with the terms hereof. Without limiting the generality of the foregoing, the Arrangement Fee described in Section 2 of this Fee Letter, which is payable solely to Crescent Harbor in its capacity as Sole Lead Arranger and Sole Bookrunner, shall remain in effect and shall not be superseded by the Credit Agreement unless expressly provided therein.

In the event of any conflict or inconsistency between the terms of this Fee Letter and the terms of the Commitment Letter, this Fee Letter shall control and prevail with respect to all fee-related matters. In the event of any conflict or inconsistency between the terms of this Fee Letter and the terms of the Credit Agreement (once executed), the Credit Agreement shall control, except with respect to fees that are payable solely under this Fee Letter as described in the preceding paragraph.

11. Governing Law; Jurisdiction

This Fee Letter and any claims, controversies, disputes, or causes of action (whether in contract, tort, or otherwise) arising out of, based upon, or relating to this Fee Letter or the negotiation, execution, or performance hereof shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles thereof that would cause the application of the laws of any other jurisdiction (other than Section 5-1401 of the New York General Obligations Law, which shall apply).

Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or, if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York, New York County) for any action, suit, or proceeding arising out of or relating to this Fee Letter, the Commitment Letter, or the transactions contemplated hereby or thereby, and each party hereto irrevocably and unconditionally waives any objection to the laying of venue in any such court, including any objection based on inconvenient forum or any similar doctrine.

EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS FEE LETTER, THE COMMITMENT LETTER, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

12. Miscellaneous

Counterparts. This Fee Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Fee Letter by facsimile or by electronic means (including in ".pdf" or ".tif" format) shall be effective as delivery of a manually executed counterpart.

Amendments; Waivers. No provision of this Fee Letter may be amended, modified, supplemented, or waived except by a written instrument signed by each party hereto. No failure or delay by any party in exercising any right, power, or privilege under this Fee Letter shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Successors and Assigns. This Fee Letter shall be binding upon and shall inure to the benefit of each party hereto and their respective successors and permitted assigns; provided that the Borrower may not assign or delegate any of its rights or obligations under this Fee Letter without the prior written consent of Crescent Harbor, and any purported assignment or delegation without such consent shall be null and void. Crescent Harbor may assign its rights and obligations hereunder to any affiliate of Crescent Harbor without the consent of the Borrower.

Notices. All notices, requests, demands, consents, and other communications required or permitted hereunder shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Commitment Letter, addressed as follows:

If to Crescent Harbor:

Crescent Harbor Bank, N.A. 1200 Harbor Point Drive Charlotte, North Carolina 28202

Attention: Martin Gallagher, Managing Director, Leveraged & Structured Finance

With a copy to:

Priya Nair, Director, Data Center & Digital Infrastructure Lending Crescent Harbor Bank, N.A. 1200 Harbor Point Drive Charlotte, North Carolina 28202

If to the Borrower:

Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147

Attention: Natasha Greenfeld, VP, Treasury & Capital Markets

With a copy to:

Jonathan Pryce-Williams, General Counsel & Secretary Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147

Entire Agreement. This Fee Letter, together with the Commitment Letter, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties with respect to the fees described herein.

Severability. If any provision of this Fee Letter is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Fee Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

13. Fee Summary

The following table summarizes all fees payable under this Fee Letter:

The foregoing summary is provided for convenience only and is qualified in its entirety by the detailed provisions set forth in the corresponding sections of this Fee Letter.

[Remainder of this page intentionally left blank. Signature pages follow.]

If the foregoing correctly sets forth our agreement with respect to the fees described herein, please indicate your acceptance by signing and returning a counterpart of this Fee Letter to the undersigned.

Very truly yours,

CRESCENT HARBOR BANK, N.A. in its capacity as Sole Lead Arranger, Sole Bookrunner, and Administrative Agent

By: ________

Name: Martin Gallagher

Title: Managing Director, Leveraged & Structured Finance

Date: ________

By: ________

Name: Priya Nair

Title: Director, Data Center & Digital Infrastructure Lending

Date: ________

ACKNOWLEDGED AND AGREED as of the date first written above:

IRONHAVEN DATA CENTERS LLC

By: ________

Name: Rebecca Sung

Title: Chief Financial Officer

Date: ________

By: ________

Name: Natasha Greenfeld

Title: VP, Treasury & Capital Markets

Date: ________

EXHIBIT A

WIRE INSTRUCTIONS

1. Crescent Harbor Bank, N.A. — Wire Transfer Instructions for Receipt of Arrangement Fee and Ticking Fee

The following wire transfer instructions shall be used by the Borrower for all payments of the Arrangement Fee and Ticking Fee to Crescent Harbor Bank, N.A.:

[To be completed and delivered to the Borrower no later than two (2) Business Days prior to the anticipated Closing Date.]

Bank Name: Crescent Harbor Bank, N.A. ABA Routing Number: [To be provided] Account Name: [To be provided] Account Number: [To be provided] Reference: CHB-LF-2024-0287 / Ironhaven Data Centers LLC / Fee Payment

Attention: [To be provided]

2. Pinnacle Trust Company, N.A. — Wire Transfer Instructions for Receipt of Collateral Agent Fee

The following wire transfer instructions shall be used by the Borrower for all payments of the Collateral Agent Fee (both Domestic Collateral Agent services and German Security Trustee services) to Pinnacle Trust Company, N.A.:

[To be completed and delivered to the Borrower no later than two (2) Business Days prior to the anticipated Closing Date.]

Bank Name: [To be provided] ABA Routing Number: [To be provided] Account Name: [To be provided] Account Number: [To be provided] Reference: Ironhaven Data Centers LLC / Collateral Agent Fee

Attention: [To be provided]

3. Upfront Fee / Original Issue discount (OID)

The Upfront Fee (OID) shall be netted from the funded proceeds of the Credit Facility on the Closing Date and shall not require a separate wire transfer from the Borrower. Each Lender's OID amount shall be retained by such Lender from the funds that would otherwise be advanced to the Borrower, as set forth in Section 3 of this Fee Letter and in the funding mechanics of the Credit Agreement.

All wire instructions set forth in this Exhibit A shall be delivered to the Borrower in final form no later than two (2) Business Days prior to the anticipated Closing Date.

EXHIBIT B

LENDER COMMITMENT AND OID SCHEDULE

The following table sets forth each Lender's commitment amount under the Credit Facility, such Lender's percentage of the total commitments, and the individual OID amount applicable to such Lender's commitment, in each case as of the date hereof and subject to adjustment in connection with the final syndication allocation:

Note Regarding EUR Sub-Tranche: NordBrücke AG's commitment of $150,000,000 (equivalent to €138,281,429 at the assumed EUR/USD exchange rate of 1.0846) is allocated entirely to the EUR Sub-Tranche. The total EUR Sub-Tranche commitment is €253,571,429 (approximately $275,000,000 at the assumed exchange rate), with the balance of the EUR Sub-Tranche commitments allocated among other Lenders as set forth in the Credit Agreement. The OID on the EUR Sub-Tranche shall be applied in Euro-equivalent terms, as described in Section 3 of this Fee Letter, such that the aggregate EUR Sub-Tranche OID shall be €1,267,857.14 (i.e., €253,571,429 × 0.50%).

The foregoing schedule is based on the anticipated final allocation of commitments among the Lenders as of the date of this Fee Letter and is subject to adjustment to reflect the actual allocation of commitments as of the Closing Date, including any reallocation resulting from the syndication process or the exercise of market flex rights as described in Section 7 of this Fee Letter. An updated version of this Exhibit B, reflecting the final commitment allocations, shall be delivered to the Borrower on or prior to the Closing Date.

[End of Exhibit B]

Lender	Commitment Amount	OID Rate	OID Amount
Crescent Harbor Bank, N.A.	$200,000,000	0.50%	$1,000,000
Ridgeline National Bank	$175,000,000	0.50%	$875,000
Marlowe Asset Management Meridian Capital, LLC	$150,000,000	0.50%	$750,000
Atlas Peak Credit Partners, LP	$125,000,000	0.50%	$625,000
NordBrücke AG	$150,000,000	0.50%	$750,000
Pacific Rim Institutional Lending Corp.	$75,000,000	0.50%	$375,000
Osprey Insurance Capital, Ltd.	$75,000,000	0.50%	$375,000
Total	$950,000,000	$4,750,000
Lender	Commitment	% of Total	Estimated Ticking Fee
Crescent Harbor Bank, N.A.	$200,000,000	21.05%	$111,111
Ridgeline National Bank	$175,000,000	18.42%	$97,222
Marlowe Asset Management Meridian Capital, LLC	$150,000,000	15.79%	$83,333
Atlas Peak Credit Partners, LP	$125,000,000	13.16%	$69,444
NordBrücke AG	$150,000,000	15.79%	$83,333
Pacific Rim Institutional Lending Corp.	$75,000,000	7.89%	$41,667
Osprey Insurance Capital, Ltd.	$75,000,000	7.89%	$41,667
Total	$950,000,000	100.00%	$527,778
Fee	Amount / Rate	Payee	Payment Timing
Arrangement Fee	$14,250,000 (1.50% × $950,000,000)	Crescent Harbor Bank, N.A. (as Sole Lead Arranger and Sole Bookrunner)	Payable in full on the Closing Date
Upfront Fee (OID)	$4,750,000 aggregate (0.50% × individual Lender commitments)	Each Lender (pro rata based on commitments)	Deducted from funded proceeds on the Closing Date
Administrative Agent Fee	$175,000 per annum	Crescent Harbor Bank, N.A. (as Administrative Agent)	Annually in advance, commencing on the Closing Date
Collateral Agent Fee (Domestic)	$125,000 per annum	Pinnacle Trust Company, N.A. (as Collateral Agent)	Annually in advance, commencing on the Closing Date
Collateral Agent Fee (German Security Trustee)	$75,000 per annum	Pinnacle Trust Company, N.A. (London branch, as Security Trustee)	Annually in advance, commencing on the Closing Date
Ticking Fee	0.25% per annum on undrawn commitments (estimated $527,778 for 80-day accrual period)	Each Lender (pro rata based on commitments)	In arrears on the Closing Date (or date of termination)

Lender	Commitment Amount	Percentage of Total Commitments	OID (0.50%)
Crescent Harbor Bank, N.A.	$200,000,000	21.05%	$1,000,000
Ridgeline National Bank	$175,000,000	18.42%	$875,000
Marlowe Asset Management Meridian Capital, LLC	$150,000,000	15.79%	$750,000
Atlas Peak Credit Partners, LP	$125,000,000	13.16%	$625,000
NordBrücke AG	$150,000,000	15.79%	$750,000
Pacific Rim Institutional Lending Corp.	$75,000,000	7.89%	$375,000
Osprey Insurance Capital, Ltd.	$75,000,000	7.89%	$375,000
Total	$950,000,000	100.00%	$4,750,000

CRESCENT HARBOR BANK, N.A. 1200 Harbor Point Drive Charlotte, North Carolina 28202
February 28, 2024
CONFIDENTIAL Crescent Harbor Deal Reference CHB-LF-2024-0287
Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
Attention: Natasha Greenfeld, VP, Treasury & Capital Markets
Copy to: Rebecca Sung, Chief Financial Officer
Re: Fee Letter in Connection with the Senior Secured Term Loan B Credit Facility in the Aggregate Principal Amount of $950,000,000 (the "Credit Facility")
Dear Ms. Greenfeld:
This letter agreement (this "Fee Letter") sets forth the fees payable by Ironhaven Data Centers LLC and its affiliates in connection with the Senior Secured Term Loan B Credit Facility described herein. The terms and conditions of this Fee Letter are strictly confidential and are subject to the confidentiality provisions set forth in Section 9 below.
1. Reference and Definitions
This Fee Letter is delivered in connection with, and is the "Fee Letter" referred to in, that certain Commitment Letter dated as of February 28, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Commitment Letter"), between Crescent Harbor Bank, N.A. ("Crescent Harbor," "CHB," or the "Lead Arranger") and Ironhaven Data Centers LLC ("IHDC" or the "Borrower"), pursuant to which Crescent Harbor has committed to arrange and syndicate a senior secured term loan B credit facility in the aggregate principal amount of Nine Hundred Fifty Million Dollars ($950,000,000) (the "Credit Facility") for the benefit of the Borrower.
Capitalized terms used but not defined in this Fee Letter shall have the meanings assigned to such terms in the Commitment Letter or, following execution thereof, the Credit Agreement (as defined below). In the event of any inconsistency between the definitions set forth in this Fee Letter and those set forth in the Commitment Letter, the definitions in this Fee Letter shall govern for purposes of fee-related matters.
As used in this Fee Letter, the following terms shall have the following meanings:
"Closing Date" means the date on which all conditions precedent to the initial funding of the Credit Facility, as set forth in the Commitment Letter and the Credit Agreement, have been satisfied or waived in accordance with the terms thereof, and the initial funding of the Credit Facility occurs.
"Collateral Agent" means Pinnacle Trust Company, N.A., in its capacity as collateral agent and security trustee under the Collateral Documents and the Parallel Debt and Security Trust Agreement.
"Co-Borrower" means Ironhaven Frankfurt GmbH, a limited liability company organized under the laws of the Federal Republic of Germany and a wholly owned subsidiary of the Borrower, which shall serve as co-borrower under the EUR Sub-Tranche of the Credit Facility.
"Credit Agreement" means the Senior Secured Term Loan B Credit Agreement to be entered into among the Borrower, the Co-Borrower, the Parent Guarantor, the Administrative Agent, the Collateral Agent, and the Lenders party thereto, substantially in the form contemplated by the Commitment Letter.
"EUR Sub-Tranche" means the Euro-denominated sub-tranche of the Credit Facility in the aggregate principal amount of €253,571,429 (equivalent to approximately $275,000,000 at an assumed EUR/USD exchange rate of 1.0846).
"Parent Guarantor" means Ironhaven Holdings Inc., a Delaware corporation and the direct parent company of the Borrower.
"Syndication Launch Date" means the date on which syndication of the Credit Facility to prospective Lenders commences, which is anticipated to be March 15, 2024.
"USD Tranche" means the U.S. Dollar-denominated tranche of the Credit Facility in the aggregate principal amount of $675,000,000.
For the avoidance of doubt, references herein to the aggregate principal amount of the Credit Facility in the amount of $950,000,000 include both the USD Tranche ($675,000,000) and the EUR Sub-Tranche (€253,571,429, equivalent to approximately $275,000,000 at the assumed EUR/USD exchange rate of 1.0846 as set forth above). Unless the context otherwise requires, all Dollar amounts referenced herein with respect to the EUR Sub-Tranche are calculated using such assumed exchange rate; actual amounts payable in respect of the EUR Sub-Tranche shall be determined by reference to the applicable exchange rate on the relevant payment date or, with respect to the OID (as defined below), on the Closing Date.
2. Arrangement Fee
Crescent Harbor Bank, N.A., in its capacity as Sole Lead Arranger and Sole Bookrunner for the Credit Facility, shall receive an arrangement fee (the "Arrangement Fee") in an amount equal to one and one-half percent (1.50%) of the aggregate commitments under the Credit Facility, calculated as follows:
$950,000,000 × 1.50% = $14,250,000
The Arrangement Fee shall be deemed fully earned upon execution and delivery of this Fee Letter and the Commitment Letter by each of the parties hereto and thereto. The Arrangement Fee shall be due and payable in full, in immediately available funds, on the Closing Date by wire transfer to the account designated by Crescent Harbor in accordance with the wire instructions to be provided pursuant to Exhibit A attached hereto.
Once paid, the Arrangement Fee shall be non-refundable and non-creditable against any other fees, interest, principal, or other amounts payable under the Credit Facility, the Commitment Letter, this Fee Letter, or any other Transaction Document. For the avoidance of doubt, the Arrangement Fee is payable solely to Crescent Harbor in its capacity as Sole Lead Arranger and Sole Bookrunner and shall not be shared with, allocated to, or offset against any amounts payable to any other Lender or agent under the Credit Facility except as Crescent Harbor may determine in its sole discretion.
Notwithstanding the foregoing, if the Closing Date does not occur for any reason (including, without limitation, as a result of the termination of the commitments under the Commitment Letter in accordance with the terms thereof), the Arrangement Fee shall not be payable; provided, however, that the foregoing shall not limit or affect the Borrower's obligations under Section 8 (Expense Reimbursement) of this Fee Letter, which obligations shall survive the termination of the Commitment Letter and this Fee Letter regardless of whether the Closing Date occurs.
Wire instructions for payment of the Arrangement Fee shall be provided by Crescent Harbor to the Borrower no later than two (2) Business Days prior to the anticipated Closing Date.
3. Upfront Fee / Original Issue discount (OID)
Each Lender under the Credit Facility (including Crescent Harbor Bank, N.A. in its capacity as a Lender) shall receive an upfront fee in the form of an original issue discount (the "Upfront Fee" or "OID") equal to fifty basis points (0.50%) of such Lender's individual commitment amount under the Credit Facility. As a result, the Credit Facility shall be issued at a price of 99.50% of par.
The aggregate net proceeds to the Borrower from the initial funding of the Credit Facility, after giving effect to the application of the OID, shall be $945,250,000, calculated as follows:
$950,000,000 × 99.50% = $945,250,000
The OID shall be applied by deducting such amount from the funded proceeds disbursed to the Borrower on the Closing Date. No separate cash payment by the Borrower shall be required in respect of the OID; each Lender's OID amount shall be retained by such Lender from the funds that would otherwise be advanced to the Borrower. The aggregate OID across all Lenders under the Credit Facility shall be $4,750,000, calculated as follows:
$950,000,000 × 0.50% = $4,750,000
The schedule of individual Lender OID amounts, based on the anticipated final allocation of commitments as of the date hereof, is as follows:
The foregoing schedule is based on the anticipated final allocation of commitments among the Lenders and is subject to adjustment in connection with the syndication process. The final schedule of individual Lender OID amounts shall be set forth in Exhibit B hereto and shall be updated to reflect the actual allocation of commitments as of the Closing Date.
With respect to the EUR Sub-Tranche, the OID shall be applied in Euro-equivalent terms. Accordingly, the aggregate OID attributable to the EUR Sub-Tranche shall be €1,267,857.14, calculated as follows:
€253,571,429 × 0.50% = €1,267,857.14
Such EUR Sub-Tranche OID shall be deducted from the Euro-denominated proceeds advanced to the Co-Borrower on the Closing Date.
For the avoidance of doubt, the Upfront Fee (OID) described in this Section 3 is in addition to, and not in lieu of, the Arrangement Fee described in Section 2 above and all other fees payable under this Fee Letter, the Commitment Letter, or the Credit Agreement. Each Lender's receipt of the OID is a condition to such Lender's obligation to fund its commitment on the Closing Date.
4. Administrative Agent Fee
Crescent Harbor Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, shall receive an annual administrative agent fee (the "Administrative Agent Fee") in the amount of One Hundred Seventy-Five Thousand Dollars ($175,000) per annum.
The Administrative Agent Fee shall be payable by the Borrower in advance on the Closing Date and on each anniversary of the Closing Date thereafter for so long as the Credit Agreement remains in effect and any obligations thereunder remain outstanding. In the event that the Closing Date occurs on a date other than January 1, the initial Administrative Agent Fee payment shall cover the period from the Closing Date through December 31 of the calendar year in which the Closing Date occurs and shall be prorated accordingly based on the actual number of days in such period divided by 365 (or 366 in a leap year); provided, however, that based on the anticipated Closing Date of June 3, 2024, the first year Administrative Agent Fee payment shall be $175,000 (reflecting a full year payment payable on the Closing Date), with subsequent payments of $175,000 payable on each anniversary of the Closing Date.
The Administrative Agent Fee shall be non-refundable once paid. No portion of the Administrative Agent Fee shall be subject to rebate, credit, or refund for any reason, including, without limitation, as a result of the prepayment in whole or in part of the loans under the Credit Facility, the termination of the Credit Agreement, or the resignation or removal of the Administrative Agent.
The Administrative Agent Fee is separate from, and in addition to, any reimbursement of the Administrative Agent's reasonable and documented out-of-pocket expenses incurred in the performance of its duties under the Credit Agreement, which expenses shall be reimbursable in accordance with the terms of the Credit Agreement.
5. Collateral Agent Fee
Pinnacle Trust Company, N.A., in its capacity as Collateral Agent and Security Trustee under the Collateral Documents and the Parallel Debt and Security Trust Agreement, shall receive an annual collateral agent fee (the "Collateral Agent Fee"), which shall consist of two components:
(a) Domestic (US) Collateral Agent Services. In consideration of the domestic collateral agent services to be provided by Pinnacle Trust Company, N.A. with respect to the security interests granted in the assets of the Borrower, the Parent Guarantor, and the domestic subsidiary guarantors located in the United States, Pinnacle Trust Company, N.A. shall receive an annual fee of One Hundred Twenty-Five Thousand Dollars ($125,000) per annum.
(b) German Security Trustee Services. In consideration of the security trustee services to be provided by Pinnacle Trust Company, N.A. (acting through its London branch) under the Parallel Debt and Security Trust Agreement with respect to the security interests granted by the Co-Borrower (Ironhaven Frankfurt GmbH) and other European obligors, Pinnacle Trust Company, N.A. shall receive an additional annual fee of Seventy-Five Thousand Dollars ($75,000) per annum.
The total annual Collateral Agent Fee shall therefore be Two Hundred Thousand Dollars ($200,000) per annum.
The Collateral Agent Fee shall be payable by the Borrower directly to Pinnacle Trust Company, N.A. in advance on the Closing Date and on each anniversary of the Closing Date thereafter for so long as the security documents remain in effect and the obligations secured thereby remain outstanding. The first year Collateral Agent Fee payment of $200,000 shall be payable in full on the Closing Date.
The Collateral Agent Fee is payable directly by the Borrower to Pinnacle Trust Company, N.A. and shall not reduce, offset, or be credited against any other fees or amounts payable by the Borrower under this Fee Letter, the Commitment Letter, or the Credit Agreement. The parties acknowledge that a separate fee arrangement letter between the Borrower and Pinnacle Trust Company, N.A. governs additional terms and conditions applicable to the Collateral Agent's engagement; this Fee Letter confirms the Borrower's obligation to fund such Collateral Agent Fees as set forth herein and does not supersede or modify the terms of such separate arrangement.
6. Ticking Fee
From and after the Syndication Launch Date (anticipated to be March 15, 2024), the Borrower shall pay to the Lead Arranger, for the ratable account of each Lender (allocated pro rata based on such Lender's commitment under the Credit Facility), a ticking fee (the "Ticking Fee") at a rate of twenty-five basis points (0.25%) per annum, calculated on the aggregate undrawn and unfunded commitments under the Credit Facility.
The Ticking Fee shall accrue on a daily basis from and including March 15, 2024 through but excluding the earlier of (a) the Closing Date and (b) the date of termination of the commitments under the Commitment Letter in accordance with the terms thereof.
Based on the anticipated Closing Date of June 3, 2024, the estimated aggregate Ticking Fee is calculated as follows:
Accrual Period: March 15, 2024 through June 2, 2024 (inclusive) = 80 days
Day-Count Convention: Actual/360
Calculation: $950,000,000 × 0.25% × (80 / 360) = $527,778 (rounded to the nearest Dollar)
The Ticking Fee shall be payable in arrears on the Closing Date, or, if the commitments under the Commitment Letter are terminated prior to the Closing Date for any reason, on the date of such termination. Payment shall be made in immediately available funds by wire transfer to the account designated by Crescent Harbor in accordance with the wire instructions to be provided pursuant to Exhibit A attached hereto.
The estimated allocation of the Ticking Fee among the Lenders (based on individual commitments and the anticipated 80-day accrual period) is as follows:
The foregoing estimated amounts are provided for illustrative purposes only and are based on an assumed 80-day accrual period. The actual Ticking Fee payable shall be calculated based on the actual number of days elapsed from the Syndication Launch Date through the Closing Date (or the date of termination, as applicable) and the actual undrawn commitment amounts during such period.
The Ticking Fee is in addition to all other fees payable under this Fee Letter, the Commitment Letter, and the Credit Agreement.
7. Market Flex
The market flex provisions set forth in the Commitment Letter are hereby incorporated by reference as if fully set forth herein. Crescent Harbor, in its capacity as Sole Lead Arranger and Sole Bookrunner, reserves the right, in consultation with the Borrower, to modify the pricing, structure, and/or terms of the Credit Facility as set forth in the Commitment Letter in order to ensure the successful syndication of the Credit Facility to prospective Lenders on terms acceptable to Crescent Harbor in its reasonable discretion. Without limiting the generality of the foregoing, the exercise of market flex by Crescent Harbor shall be subject to the following limitations:
(a) OID Flex. Any increase in the OID shall not exceed an additional fifty basis points (50 bps) above the OID set forth in Section 3 of this Fee Letter. Accordingly, the total OID under the Credit Facility shall not exceed one hundred basis points (100 bps), and the issue price of the Credit Facility shall not fall below 99.00% of par.
(b) Spread Flex. Any increase in the applicable margin over SOFR (with respect to the USD Tranche) or EURIBOR (with respect to the EUR Sub-Tranche), currently set at 425 basis points, shall not exceed fifty basis points (50 bps). Accordingly, the total applicable margin under the Credit Facility shall not exceed SOFR + 475 bps (with respect to the USD Tranche) or EURIBOR + 475 bps (with respect to the EUR Sub-Tranche).
(c) Floor Flex. The SOFR floor (currently 0.50%) and the EURIBOR floor (currently 0.00%) may each be adjusted upward by Crescent Harbor by not more than twenty-five basis points (25 bps). Accordingly, the maximum SOFR floor shall be 0.75% and the maximum EURIBOR floor shall be 0.25%.
The exercise of market flex by Crescent Harbor shall not (i) increase the aggregate commitments under the Credit Facility beyond $950,000,000 (or the equivalent thereof including the EUR Sub-Tranche), (ii) modify the maturity date of the Credit Facility (June 3, 2031), (iii) alter the identity of the Borrower, the Co-Borrower, or the Parent Guarantor, or (iv) modify the collateral package or the guaranty structure in any manner that is materially adverse to the Borrower without the Borrower's prior written consent.
In the event that Crescent Harbor exercises any market flex rights, Crescent Harbor shall provide the Borrower with prompt written notice thereof, and the relevant provisions of this Fee Letter, the Commitment Letter, and the Credit Agreement shall be deemed amended accordingly without the requirement for a formal amendment or waiver.
8. Expense Reimbursement
Whether or not the Closing Date occurs, the Borrower shall reimburse Crescent Harbor for all reasonable and documented out-of-pocket costs and expenses incurred by Crescent Harbor in connection with the syndication, structuring, negotiation, documentation, and closing of the Credit Facility, including, without limitation, the following:
(a) all legal fees and disbursements of Blackthorn & Sundial Software (New York and Frankfurt offices), acting as counsel to the Administrative Agent and the Lenders in connection with the preparation, negotiation, execution, and delivery of the Credit Agreement, the Collateral Documents, the Parallel Debt and Security Trust Agreement, and all other Transaction Documents;
(b) all costs and expenses associated with the printing, reproduction, distribution, and electronic dissemination of the Confidential Information Memorandum, the syndication term sheet, the lender presentation materials, and all other syndication-related materials prepared in connection with the Credit Facility;
(c) all fees and expenses payable to Sentinel Ratings International, LLC in connection with the private credit estimate obtained for the Credit Facility;
(d) all reasonable travel, lodging, and related out-of-pocket expenses incurred by Crescent Harbor's personnel in connection with due diligence site visits to the Borrower's data center facilities, management presentations, and lender meetings; and
(e) all other reasonable and documented out-of-pocket costs and expenses incurred by Crescent Harbor in connection with the transactions contemplated by the Commitment Letter and this Fee Letter.
The Borrower's expense reimbursement obligations under this Section 8 shall survive the termination of the Commitment Letter and this Fee Letter regardless of whether the Closing Date occurs, regardless of whether the Credit Agreement is executed and delivered, and regardless of the reason for any such termination, including, without limitation, any termination resulting from the failure of the conditions precedent to funding to be satisfied.
The estimated aggregate legal fees and disbursements of Blackthorn & Sundial Software in connection with the Credit Facility are approximately $1,975,000 (the "Estimated Legal Fees"). The Estimated Legal Fees are to be funded by the Borrower on the Closing Date from transaction fee proceeds. The Borrower acknowledges that the Estimated Legal Fees are an estimate only and that the actual legal fees and disbursements of Blackthorn & Sundial Software may be higher or lower than such estimate; in either case, the Borrower shall be responsible for the actual fees and disbursements incurred.
All expense reimbursements shall be payable within ten (10) Business Days following the Borrower's receipt of reasonably detailed invoices and supporting documentation from Crescent Harbor.
9. Confidentiality
This Fee Letter and the terms hereof are strictly confidential and shall not be disclosed by the Borrower to any person other than the following:
(a) the officers, directors, and employees of IHDC, Ironhaven Holdings Inc., Ironhaven Frankfurt GmbH, and their respective affiliates (including, without limitation, Thornfield Capital Partners, LP and its personnel, specifically David Thornfield, Elena Castillo, and Graham Ashworth) who have a reasonable need to know the contents hereof in connection with the transactions contemplated hereby;
(b) the Borrower's legal counsel, Calderwood & Harkness LLP, and the Borrower's financial advisors, in each case on a confidential basis and subject to such persons' agreement to be bound by confidentiality obligations no less restrictive than those set forth in this Section 9;
(c) the Borrower's independent auditors, Ashford & Mercer LLP, on a confidential basis solely to the extent necessary for such auditors to perform their professional duties in connection with the audit and review of the Borrower's and its affiliates' financial statements; and
(d) as otherwise required by applicable law, regulation, judicial or administrative process, or court order; provided that the Borrower shall, to the extent permitted by law, use commercially reasonable efforts to provide Crescent Harbor with prior written notice of any such required disclosure, and shall cooperate with Crescent Harbor in seeking a protective order or other appropriate remedy to limit the scope of such disclosure.
Notwithstanding the foregoing restrictions, the Borrower may disclose the existence of this Fee Letter (but not the specific terms, fee amounts, or other provisions hereof) in connection with the syndication process and in communications with prospective Lenders. In addition, the aggregate amount of fees payable under this Fee Letter may be disclosed by the Borrower to the extent required in any regulatory filing, public disclosure, or securities offering document or in connection with the Closing, subject to the Borrower's obligation to use commercially reasonable efforts to limit such disclosure to the minimum extent required.
10. Relationship to Commitment Letter and Credit Agreement
This Fee Letter is supplemental to, and forms an integral part of, the Commitment Letter dated as of February 28, 2024 between Crescent Harbor and the Borrower. The terms and conditions of the Commitment Letter are hereby incorporated by reference as if fully set forth herein to the extent not inconsistent with the terms of this Fee Letter.
Upon execution and delivery of the Credit Agreement (the anticipated signing date of which is on or about May 15, 2024; CUSIP: 46283LAA5), the fee provisions of this Fee Letter shall, to the extent set forth in the Credit Agreement, be incorporated into or superseded by the corresponding provisions of the Credit Agreement. Notwithstanding the foregoing, any fees that are payable solely under this Fee Letter and that are not replicated in, or superseded by, the Credit Agreement shall remain in full force and effect in accordance with the terms hereof. Without limiting the generality of the foregoing, the Arrangement Fee described in Section 2 of this Fee Letter, which is payable solely to Crescent Harbor in its capacity as Sole Lead Arranger and Sole Bookrunner, shall remain in effect and shall not be superseded by the Credit Agreement unless expressly provided therein.
In the event of any conflict or inconsistency between the terms of this Fee Letter and the terms of the Commitment Letter, this Fee Letter shall control and prevail with respect to all fee-related matters. In the event of any conflict or inconsistency between the terms of this Fee Letter and the terms of the Credit Agreement (once executed), the Credit Agreement shall control, except with respect to fees that are payable solely under this Fee Letter as described in the preceding paragraph.
11. Governing Law; Jurisdiction
This Fee Letter and any claims, controversies, disputes, or causes of action (whether in contract, tort, or otherwise) arising out of, based upon, or relating to this Fee Letter or the negotiation, execution, or performance hereof shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles thereof that would cause the application of the laws of any other jurisdiction (other than Section 5-1401 of the New York General Obligations Law, which shall apply).
Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or, if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York, New York County) for any action, suit, or proceeding arising out of or relating to this Fee Letter, the Commitment Letter, or the transactions contemplated hereby or thereby, and each party hereto irrevocably and unconditionally waives any objection to the laying of venue in any such court, including any objection based on inconvenient forum or any similar doctrine.
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS FEE LETTER, THE COMMITMENT LETTER, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
12. Miscellaneous
Counterparts. This Fee Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Fee Letter by facsimile or by electronic means (including in ".pdf" or ".tif" format) shall be effective as delivery of a manually executed counterpart.
Amendments; Waivers. No provision of this Fee Letter may be amended, modified, supplemented, or waived except by a written instrument signed by each party hereto. No failure or delay by any party in exercising any right, power, or privilege under this Fee Letter shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
Successors and Assigns. This Fee Letter shall be binding upon and shall inure to the benefit of each party hereto and their respective successors and permitted assigns; provided that the Borrower may not assign or delegate any of its rights or obligations under this Fee Letter without the prior written consent of Crescent Harbor, and any purported assignment or delegation without such consent shall be null and void. Crescent Harbor may assign its rights and obligations hereunder to any affiliate of Crescent Harbor without the consent of the Borrower.
Notices. All notices, requests, demands, consents, and other communications required or permitted hereunder shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Commitment Letter, addressed as follows:
If to Crescent Harbor:
Crescent Harbor Bank, N.A. 1200 Harbor Point Drive Charlotte, North Carolina 28202
Attention: Martin Gallagher, Managing Director, Leveraged & Structured Finance
With a copy to:
Priya Nair, Director, Data Center & Digital Infrastructure Lending Crescent Harbor Bank, N.A. 1200 Harbor Point Drive Charlotte, North Carolina 28202
If to the Borrower:
Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
Attention: Natasha Greenfeld, VP, Treasury & Capital Markets
With a copy to:
Jonathan Pryce-Williams, General Counsel & Secretary Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
Entire Agreement. This Fee Letter, together with the Commitment Letter, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties with respect to the fees described herein.
Severability. If any provision of this Fee Letter is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Fee Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
13. Fee Summary
The following table summarizes all fees payable under this Fee Letter:
The foregoing summary is provided for convenience only and is qualified in its entirety by the detailed provisions set forth in the corresponding sections of this Fee Letter.
[Remainder of this page intentionally left blank. Signature pages follow.]
If the foregoing correctly sets forth our agreement with respect to the fees described herein, please indicate your acceptance by signing and returning a counterpart of this Fee Letter to the undersigned.
Very truly yours,
CRESCENT HARBOR BANK, N.A. in its capacity as Sole Lead Arranger, Sole Bookrunner, and Administrative Agent
By: ________
Name: Martin Gallagher
Title: Managing Director, Leveraged & Structured Finance
Date: ________
By: ________
Name: Priya Nair
Title: Director, Data Center & Digital Infrastructure Lending
Date: ________
ACKNOWLEDGED AND AGREED as of the date first written above:
IRONHAVEN DATA CENTERS LLC
By: ________
Name: Rebecca Sung
Title: Chief Financial Officer
Date: ________
By: ________
Name: Natasha Greenfeld
Title: VP, Treasury & Capital Markets
Date: ________
EXHIBIT A
WIRE INSTRUCTIONS
1. Crescent Harbor Bank, N.A. — Wire Transfer Instructions for Receipt of Arrangement Fee and Ticking Fee
The following wire transfer instructions shall be used by the Borrower for all payments of the Arrangement Fee and Ticking Fee to Crescent Harbor Bank, N.A.:
[To be completed and delivered to the Borrower no later than two (2) Business Days prior to the anticipated Closing Date.]
Bank Name: Crescent Harbor Bank, N.A. ABA Routing Number: [To be provided] Account Name: [To be provided] Account Number: [To be provided] Reference: CHB-LF-2024-0287 / Ironhaven Data Centers LLC / Fee Payment
Attention: [To be provided]
2. Pinnacle Trust Company, N.A. — Wire Transfer Instructions for Receipt of Collateral Agent Fee
The following wire transfer instructions shall be used by the Borrower for all payments of the Collateral Agent Fee (both Domestic Collateral Agent services and German Security Trustee services) to Pinnacle Trust Company, N.A.:
[To be completed and delivered to the Borrower no later than two (2) Business Days prior to the anticipated Closing Date.]
Bank Name: [To be provided] ABA Routing Number: [To be provided] Account Name: [To be provided] Account Number: [To be provided] Reference: Ironhaven Data Centers LLC / Collateral Agent Fee
Attention: [To be provided]
3. Upfront Fee / Original Issue discount (OID)
The Upfront Fee (OID) shall be netted from the funded proceeds of the Credit Facility on the Closing Date and shall not require a separate wire transfer from the Borrower. Each Lender's OID amount shall be retained by such Lender from the funds that would otherwise be advanced to the Borrower, as set forth in Section 3 of this Fee Letter and in the funding mechanics of the Credit Agreement.
All wire instructions set forth in this Exhibit A shall be delivered to the Borrower in final form no later than two (2) Business Days prior to the anticipated Closing Date.
EXHIBIT B
LENDER COMMITMENT AND OID SCHEDULE
The following table sets forth each Lender's commitment amount under the Credit Facility, such Lender's percentage of the total commitments, and the individual OID amount applicable to such Lender's commitment, in each case as of the date hereof and subject to adjustment in connection with the final syndication allocation:
Note Regarding EUR Sub-Tranche: NordBrücke AG's commitment of $150,000,000 (equivalent to €138,281,429 at the assumed EUR/USD exchange rate of 1.0846) is allocated entirely to the EUR Sub-Tranche. The total EUR Sub-Tranche commitment is €253,571,429 (approximately $275,000,000 at the assumed exchange rate), with the balance of the EUR Sub-Tranche commitments allocated among other Lenders as set forth in the Credit Agreement. The OID on the EUR Sub-Tranche shall be applied in Euro-equivalent terms, as described in Section 3 of this Fee Letter, such that the aggregate EUR Sub-Tranche OID shall be €1,267,857.14 (i.e., €253,571,429 × 0.50%).
The foregoing schedule is based on the anticipated final allocation of commitments among the Lenders as of the date of this Fee Letter and is subject to adjustment to reflect the actual allocation of commitments as of the Closing Date, including any reallocation resulting from the syndication process or the exercise of market flex rights as described in Section 7 of this Fee Letter. An updated version of this Exhibit B, reflecting the final commitment allocations, shall be delivered to the Borrower on or prior to the Closing Date.
[End of Exhibit B]
Lender | Commitment Amount | OID Rate | OID Amount
Crescent Harbor Bank, N.A. | $200,000,000 | 0.50% | $1,000,000
Ridgeline National Bank | $175,000,000 | 0.50% | $875,000
Marlowe Asset Management Meridian Capital, LLC | $150,000,000 | 0.50% | $750,000
Atlas Peak Credit Partners, LP | $125,000,000 | 0.50% | $625,000
NordBrücke AG | $150,000,000 | 0.50% | $750,000
Pacific Rim Institutional Lending Corp. | $75,000,000 | 0.50% | $375,000
Osprey Insurance Capital, Ltd. | $75,000,000 | 0.50% | $375,000
Total | $950,000,000 | $4,750,000
Lender | Commitment | % of Total | Estimated Ticking Fee
Crescent Harbor Bank, N.A. | $200,000,000 | 21.05% | $111,111
Ridgeline National Bank | $175,000,000 | 18.42% | $97,222
Marlowe Asset Management Meridian Capital, LLC | $150,000,000 | 15.79% | $83,333
Atlas Peak Credit Partners, LP | $125,000,000 | 13.16% | $69,444
NordBrücke AG | $150,000,000 | 15.79% | $83,333
Pacific Rim Institutional Lending Corp. | $75,000,000 | 7.89% | $41,667
Osprey Insurance Capital, Ltd. | $75,000,000 | 7.89% | $41,667
Total | $950,000,000 | 100.00% | $527,778
Fee | Amount / Rate | Payee | Payment Timing
Arrangement Fee | $14,250,000 (1.50% × $950,000,000) | Crescent Harbor Bank, N.A. (as Sole Lead Arranger and Sole Bookrunner) | Payable in full on the Closing Date
Upfront Fee (OID) | $4,750,000 aggregate (0.50% × individual Lender commitments) | Each Lender (pro rata based on commitments) | Deducted from funded proceeds on the Closing Date
Administrative Agent Fee | $175,000 per annum | Crescent Harbor Bank, N.A. (as Administrative Agent) | Annually in advance, commencing on the Closing Date
Collateral Agent Fee (Domestic) | $125,000 per annum | Pinnacle Trust Company, N.A. (as Collateral Agent) | Annually in advance, commencing on the Closing Date
Collateral Agent Fee (German Security Trustee) | $75,000 per annum | Pinnacle Trust Company, N.A. (London branch, as Security Trustee) | Annually in advance, commencing on the Closing Date
Ticking Fee | 0.25% per annum on undrawn commitments (estimated $527,778 for 80-day accrual period) | Each Lender (pro rata based on commitments) | In arrears on the Closing Date (or date of termination)
Lender | Commitment Amount | Percentage of Total Commitments | OID (0.50%)
Crescent Harbor Bank, N.A. | $200,000,000 | 21.05% | $1,000,000
Ridgeline National Bank | $175,000,000 | 18.42% | $875,000
Marlowe Asset Management Meridian Capital, LLC | $150,000,000 | 15.79% | $750,000
Atlas Peak Credit Partners, LP | $125,000,000 | 13.16% | $625,000
NordBrücke AG | $150,000,000 | 15.79% | $750,000
Pacific Rim Institutional Lending Corp. | $75,000,000 | 7.89% | $375,000
Osprey Insurance Capital, Ltd. | $75,000,000 | 7.89% | $375,000
Total | $950,000,000 | 100.00% | $4,750,000

CRESCENT HARBOR BANK, N.A. 1200 Harbor Point Drive Charlotte, North Carolina 28202

IRONHAVEN DATA CENTERS LLC

EXHIBIT A

WIRE INSTRUCTIONS

EXHIBIT B

LENDER COMMITMENT AND OID SCHEDULE

Record

Parties

Dates

Amounts