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lender-assignment-assumption-form.docx DOCUMENT Finance & Banking

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EXHIBIT [●]

TO THE CREDIT AGREEMENT

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

Exhibit [●] 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, 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.

This form is to be completed and delivered to the Administrative Agent (Crescent Harbor Bank, N.A.) in connection with any assignment of Loans and/or Commitments pursuant to Section [●] of the Credit Agreement. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

CUSIP: 46283LAA5

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this "Assignment and Assumption") is entered into as of [___], 20[_] (the "Effective Date"), by and between:

[Insert full legal name of Assignor] (the "Assignor"); and

[Insert full legal name of Assignee] (the "Assignee").

RECITALS

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 (the "Borrower"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor"), Crescent Harbor Bank, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), Pinnacle Trust Company, N.A., as collateral agent for the Secured Parties (in such capacity, the "Collateral Agent"), and the Lenders from time to time party thereto.

B. The Assignor is a Lender under the Credit Agreement and desires to sell, assign, and transfer to the Assignee, and the Assignee desires to purchase, accept, and assume from the Assignor, the interest in the Loans and/or Commitments described in Schedule 1 hereto (the "Assigned Interest"), subject to and in accordance with the terms and conditions set forth herein and in the Credit Agreement.

C. The Assignee desires to accept such assignment and assume the corresponding obligations of the Assignor under the Credit Agreement with respect to the Assigned Interest, and to become a "Lender" under the Credit Agreement with respect to such Assigned Interest, from and after the Effective Date.

D. Pursuant to Section [●] of the Credit Agreement, the parties hereto agree as follows.

SECTION 1 — ASSIGNMENT AND ASSUMPTION

1.1 Assignment. Subject to the terms and conditions set forth herein and in the Credit Agreement, effective as of the Effective Date, the Assignor hereby irrevocably sells, assigns, and transfers to the Assignee, without recourse to the Assignor (except as expressly set forth herein), all of the Assignor's rights, title, interests, obligations, and commitments in and under the Credit Agreement and the other Loan Documents to the extent of the Assigned Interest described on Schedule 1 attached hereto and made a part hereof. Such assignment shall include, without limitation, the Assignor's rights and obligations with respect to any and all guarantees, collateral security, and other credit support provided by or on behalf of any Loan Party in connection with the Credit Agreement, to the extent of the Assigned Interest.

For the avoidance of doubt, the assignment contemplated hereby may include participations in one or both of the following tranches under the Credit Agreement, as specified on Schedule 1:

(a) USD Tranche Term Loans — Term Loans denominated in United States Dollars bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 4.25% (425 basis points); and/or

(b) EUR Sub-Tranche Term Loans — Term Loans denominated in Euros bearing interest at a rate per annum equal to the EURIBOR Rate plus 4.25% (425 basis points).

Instruction: The parties shall specify on Schedule 1 the applicable tranche(s) being assigned — USD Tranche Loans, EUR Sub-Tranche Loans, or both. If the Assignor holds participations in both the USD Tranche and the EUR Sub-Tranche, the parties should review Section [●] of the Credit Agreement to determine whether assignments must be made ratably across tranches.

1.2 Assumption. Effective as of the Effective Date, the Assignee hereby expressly assumes all obligations of the Assignor with respect to the Assigned Interest arising from and after the Effective Date, including, without limitation, all obligations to make payments, to fund Loans (if any unfunded Commitments are being assigned), and to perform all duties and responsibilities of a "Lender" under the Credit Agreement and the other Loan Documents with respect to the Assigned Interest. The Assignee agrees to be bound by and to comply with all terms, conditions, covenants, and provisions of the Credit Agreement and each other Loan Document applicable to Lenders as if it were an original Lender party to the Credit Agreement and signatory thereto.

From and after the Effective Date, the Assignee shall be deemed a "Lender" under the Credit Agreement and each other Loan Document for all purposes and shall be entitled to all rights, benefits, and privileges of a Lender thereunder with respect to the Assigned Interest, including, without limitation, the right to receive payments of principal, interest, fees, and other amounts payable to Lenders under the Credit Agreement, to the extent of the Assigned Interest.

1.3 Release of Assignor.

From and after the Effective Date, the Assignor shall be fully and irrevocably released from all obligations and liabilities under the Credit Agreement and each other Loan Document with respect to the Assigned Interest to the extent such obligations and liabilities arise from and after the Effective Date. Notwithstanding the foregoing, the Assignor shall remain responsible for, and shall not be released from, (a) any obligations, liabilities, or amounts that accrued prior to the Effective Date (including, without limitation, any indemnification obligations pursuant to Section [●] of the Credit Agreement with respect to matters arising prior to the Effective Date), and (b) any representations or warranties made by the Assignor herein that survive the execution and delivery of this Assignment and Assumption.

For the avoidance of doubt, the release of the Assignor pursuant to this Section 1.3 shall be effective only upon the satisfaction of all conditions precedent to the effectiveness of this Assignment and Assumption as set forth in Section 9 hereof.

SECTION 2 — SCHEDULE 1: TERMS OF ASSIGNMENT

The terms of the Assigned Interest are set forth on Schedule 1 attached hereto, which is incorporated herein by reference and made a part of this Assignment and Assumption for all purposes. Schedule 1 contains the material economic and identifying terms of the assignment, including the identity of the Assignor and Assignee, the facility or facilities being assigned, the principal amounts of Commitments and/or Loans being assigned, the percentage of the aggregate Commitments and/or Loans being assigned (calculated to at least nine decimal places), and the Trade Date.

The parties hereto acknowledge and agree that the information set forth on Schedule 1 is true, correct, and complete in all material respects as of the Effective Date, and each party hereto undertakes to promptly notify the other party and the Administrative Agent of any inaccuracy discovered in such information.

Note: The minimum assignment amount shall be $[●] (or, if less, the entire remaining amount of the Assignor's Commitment/Loans in the applicable facility), unless otherwise consented to in writing by the Administrative Agent (and, if required under Section [●] of the Credit Agreement, the Borrower). If the Assignor holds participations in both the USD Tranche and the EUR Sub-Tranche, the Assignor and Assignee should review the provisions of the Credit Agreement governing ratable assignments across tranches and ensure that the assignment contemplated hereby complies with such provisions.

SECTION 3 — REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Assignor.

The Assignor hereby represents and warrants to the Assignee, the Administrative Agent, and each other party hereto as follows:

(a) Ownership. The Assignor is the legal and beneficial owner of the Assigned Interest as of the date hereof and as of the Effective Date. The Assigned Interest is free and clear of any lien, security interest, encumbrance, participation, assignment, or other adverse claim of any kind or nature whatsoever (other than any lien or security interest created in favor of the Collateral Agent under the Credit Agreement or any other Loan Document for the benefit of the Secured Parties, if applicable).

(b) Power and Authority. The Assignor has full power, authority, and legal right to execute and deliver this Assignment and Assumption and to perform its obligations hereunder. The execution, delivery, and performance of this Assignment and Assumption by the Assignor have been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of the Assignor.

(c) No Default Notice. The Assignor has received no written notice of any existing Event of Default or Default under the Credit Agreement that it has not disclosed in writing to the Assignee prior to the date hereof. Notwithstanding the foregoing, the Assignor makes no representation or warranty regarding the financial condition or creditworthiness of any Loan Party, any guarantor, or any other person, and the Assignor shall have no liability to the Assignee with respect to the financial condition of any such person.

(d) Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 3.1, THE ASSIGNOR MAKES NO REPRESENTATION OR WARRANTY AND ASSUMES NO RESPONSIBILITY WITH RESPECT TO:

(i) any statements, warranties, or representations made in or in connection with the Credit Agreement, any other Loan Document, or any other document or instrument delivered pursuant thereto or in connection therewith;

(ii) the execution, legality, validity, enforceability, genuineness, sufficiency, collectibility, or value of the Credit Agreement, any other Loan Document, any guarantee, any collateral, or any other document or instrument delivered pursuant thereto or in connection therewith;

(iii) the financial condition or creditworthiness of any Loan Party, any guarantor, any subsidiary, any affiliate, or any other person obligated in respect of the Credit Agreement or any other Loan Document; or

(iv) the performance or observance by any Loan Party, any guarantor, or any other person of any of its obligations under the Credit Agreement, any other Loan Document, or any other document or instrument delivered pursuant thereto or in connection therewith.

3.2 Representations and Warranties of the Assignee.

The Assignee hereby represents and warrants to the Assignor, the Administrative Agent, the Borrower, and each other party hereto as follows:

(a) Organization and Standing. The Assignee is duly organized, validly existing, and in good standing (or, in the case of entities organized in jurisdictions that do not recognize the concept of "good standing," in compliance with all applicable organizational requirements) under the laws of its jurisdiction of organization. The Assignee has all requisite corporate, partnership, limited liability company, trust, or other organizational power and authority to own its properties and to conduct its business as currently conducted.

(b) Power and Authority. The Assignee has full power, authority, and legal right to enter into this Assignment and Assumption, to accept the assignment of the Assigned Interest, to assume the obligations of the Assignor with respect to the Assigned Interest, and to perform its obligations hereunder and under the Credit Agreement and the other Loan Documents. The execution, delivery, and performance of this Assignment and Assumption by the Assignee have been duly authorized by all necessary corporate, partnership, limited liability company, trust, or other organizational action on the part of the Assignee.

(c) Independent Credit Analysis. The Assignee acknowledges and confirms that it has received a copy of the Credit Agreement and each amendment thereto, together with copies of the most recent financial statements delivered to the Lenders pursuant thereto and such other documents, information, and data as the Assignee has deemed appropriate to make its own independent credit analysis and decision to enter into this Assignment and Assumption and to acquire the Assigned Interest. The Assignee has made such analysis and decision independently and without reliance on the Administrative Agent, the Collateral Agent, the Assignor, any other Lender, or any of their respective affiliates, officers, directors, employees, agents, or advisors. The Assignee will continue to make its own independent credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents.

(d) Eligible Assignee. The Assignee is an "Eligible Assignee" as defined in the Credit Agreement. The Assignee is not a Disqualified Lender or an affiliate of a Disqualified Lender (as such terms are defined in, or designated pursuant to, the Credit Agreement).

(e) Sophistication and Experience. The Assignee is sophisticated in credit transactions of the type contemplated by the Credit Agreement and has experience in originating, acquiring, and holding loans, participations, and other interests in credit facilities of the nature of the Assigned Interest. The Assignee is capable of evaluating the merits and risks of the investment represented by the Assigned Interest and is able to bear the economic risk of such investment.

(f) No Registration. The Assignee acknowledges that the Assigned Interest has not been registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Assigned Interest may not be resold, transferred, or assigned except in compliance with all applicable securities laws and the terms of the Credit Agreement.

SECTION 4 — SANCTIONS, OFAC, AND KYC COMPLIANCE REPRESENTATIONS

4.1 Assignee Sanctions Compliance.

The Assignee hereby represents and warrants to the Assignor, the Administrative Agent, the Borrower, and each other party hereto as follows:

(a) Neither the Assignee, nor any of its directors, officers, employees, agents, or affiliates, nor, to the Assignee's knowledge (after due inquiry), any person owning a direct or indirect beneficial interest in the Assignee, is a Sanctioned Person (as defined in the Credit Agreement).

(b) The Assignee is in compliance with all applicable sanctions laws and regulations, including, without limitation, (i) the sanctions laws, regulations, executive orders, and directives administered or enforced by the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), the United States Department of State, or any other agency of the United States government; (ii) sanctions regulations of the European Union, including Council Regulation (EU) No 269/2014, as amended, and any related implementing regulations; and (iii) to the extent applicable by reason of the Assignee's nexus to the United Kingdom, the sanctions laws and regulations administered by the Office of Financial Sanctions Implementation ("OFSI") of His Majesty's Treasury.

(c) The Assignee's entry into this Assignment and Assumption and its participation in the Loans (including its receipt of interest payments and principal repayments thereunder) will not violate any Anti-Money Laundering Laws (as defined in the Credit Agreement) or any sanctions laws or regulations applicable to it, the Borrower, the Co-Borrower, or any other Loan Party.

(d) The Assignee shall promptly notify the Administrative Agent and the Borrower if the Assignee becomes aware of any change in circumstances that would cause any of the foregoing representations and warranties to be untrue or inaccurate in any respect.

4.2 Beneficial Ownership Certification.

If the Assignee is a "legal entity customer" within the meaning of the Financial Crimes Enforcement Network ("FinCEN") Customer Due Diligence Rule (31 C.F.R. § 1010.230), the Assignee shall deliver (or cause to be delivered) to the Administrative Agent a completed Beneficial Ownership Certification in the form prescribed by the Administrative Agent on or prior to the Effective Date. The Assignee agrees that the information contained in any such Beneficial Ownership Certification is true and correct in all respects as of the date thereof, and the Assignee shall promptly notify the Administrative Agent and the Borrower of any change in such information.

Instruction: If applicable, the Assignee should attach a completed Beneficial Ownership Certification as an exhibit hereto or deliver the same directly to the Administrative Agent on or prior to the Effective Date.

4.3 KYC Documentation.

The Assignee agrees to provide to the Administrative Agent (Crescent Harbor Bank, N.A.) such documentation and other information as the Administrative Agent may reasonably request from time to time for purposes of complying with "know your customer" and anti-money laundering rules and regulations, including, without limitation, (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) (Title III of Pub. L. 107–56), (b) the Bank Secrecy Act (31 U.S.C. §§ 5311–5332), (c) the FinCEN Customer Due Diligence Rule (31 C.F.R. § 1010.230), and (d) with respect to any Assignee that participates in the EUR Sub-Tranche or otherwise has a nexus to the Federal Republic of Germany, the German Anti-Money Laundering Act (Geldwäschegesetz — "GwG"), in each case, on or prior to the Effective Date and thereafter as reasonably requested by the Administrative Agent.

Note: Enhanced due diligence documentation may be required for Assignees that are (i) non-US entities or entities organized in jurisdictions outside the United States (including, without limitation, Bermuda-domiciled entities, Cayman Islands entities, and entities organized in Channel Islands jurisdictions), (ii) entities with UK-person nexus (within the meaning of applicable OFSI guidance), or (iii) entities that are themselves funds, trusts, or special purpose vehicles. The Administrative Agent reserves the right to request additional information and documentation from such Assignees as may be reasonably necessary to satisfy its regulatory obligations.

SECTION 5 — TAX MATTERS

5.1 Tax Forms.

(a) If the Assignee is not a "United States person" within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (a "Non-US Lender" as defined in the Credit Agreement), the Assignee shall deliver to the Administrative Agent and the Borrower, on or prior to the Effective Date (and from time to time thereafter upon the reasonable request of the Administrative Agent or the Borrower, or upon the occurrence of any event requiring the delivery of updated or replacement forms), duly executed copies of whichever of the following is applicable:

(i) IRS Form W-8BEN-E (or any successor form) properly completed and duly executed by the Assignee, certifying the Assignee's status under the Internal Revenue Code and claiming the benefits of any applicable income tax treaty between the United States and the Assignee's country of tax residence, to establish the Assignee's entitlement to a reduced rate of, or exemption from, United States federal withholding tax on interest payments under the Credit Agreement;

(ii) IRS Form W-8ECI (or any successor form) properly completed and duly executed by the Assignee, if the income received or to be received by the Assignee in connection with the Credit Agreement is effectively connected with the conduct of a trade or business in the United States;

(iii) IRS Form W-8IMY (or any successor form) properly completed and duly executed by the Assignee, together with any required underlying documentation (including Forms W-8BEN-E, W-8ECI, W-9, or withholding statements, as applicable), if the Assignee is acting as an intermediary or is a flow-through entity for United States federal income tax purposes; or

(iv) any other form prescribed by the Internal Revenue Service as a basis for claiming exemption from, or a reduction in, United States federal withholding tax, together with such supplementary documentation as may be prescribed by applicable law or reasonably requested by the Administrative Agent or the Borrower to permit the Administrative Agent and the Borrower to determine the withholding or deduction required to be made.

(b) If the Assignee is a "United States person" within the meaning of Section 7701(a)(30) of the Internal Revenue Code, the Assignee shall deliver to the Administrative Agent and the Borrower, on or prior to the Effective Date (and from time to time thereafter upon reasonable request), a duly executed IRS Form W-9 (or any successor form) certifying that the Assignee is exempt from United States federal backup withholding tax.

Instruction: The Assignee shall attach the applicable tax form(s) as an exhibit to this Assignment and Assumption or deliver the same directly to the Administrative Agent and the Borrower on or prior to the Effective Date.

5.2 FATCA Compliance.

The Assignee represents and warrants that, as of the date hereof and as of the Effective Date, it is in compliance with the reporting and withholding requirements of Sections 1471 through 1474 of the Internal Revenue Code (commonly referred to as the "Foreign Account Tax Compliance Act" or "FATCA"), together with any regulations, guidance, or intergovernmental agreements issued or entered into in connection therewith, or is exempt from the application of such requirements. The Assignee agrees that it will promptly notify the Administrative Agent and the Borrower in writing if its FATCA status changes at any time after the Effective Date, including, without limitation, if the Assignee ceases to be in compliance with FATCA or ceases to be exempt from FATCA withholding.

5.3 Withholding Tax.

The Assignee acknowledges and agrees that it shall be entitled to receive payments of interest, principal, fees, and other amounts under the Credit Agreement free of withholding or deduction for or on account of any taxes only to the extent provided in the tax gross-up and indemnity provisions set forth in Section [●] of the Credit Agreement, and only to the extent that the Assignee has provided valid, complete, and timely tax documentation as required by the Credit Agreement and this Assignment and Assumption. Without limiting the generality of the foregoing, if the Assignee fails to deliver any required tax form or if any such form is determined to be invalid, incomplete, or inaccurate, neither the Borrower, the Co-Borrower, the Administrative Agent, nor any other person shall be obligated to pay any additional amounts or to "gross up" payments to compensate the Assignee for any withholding or deduction imposed as a result of such failure, invalidity, incompleteness, or inaccuracy, except to the extent expressly required by the Credit Agreement.

SECTION 6 — CONSENTS AND ACKNOWLEDGMENTS

6.1 Administrative Agent Consent.

The consent of the Administrative Agent to this Assignment and Assumption is [required / not required] pursuant to Section [●] of the Credit Agreement. [If required, such consent is evidenced by the signature of the Administrative Agent on the signature pages hereto.] [If not required, insert reason: e.g., "The assignment is to an existing Lender under the Credit Agreement."]

Note: The consent of the Administrative Agent (Crescent Harbor Bank, N.A.) is required for all assignments of Loans and/or Commitments under the Credit Agreement unless the Credit Agreement expressly provides otherwise. The parties should confirm prior to execution whether such consent has been obtained and whether any conditions to such consent have been satisfied.

6.2 Borrower Consent.

The consent of the Borrower (Ironhaven Data Centers LLC) to this Assignment and Assumption is [required / not required] pursuant to Section [●] of the Credit Agreement.

Pursuant to Section [●] of the Credit Agreement, the consent of the Borrower is not required if:

(i) an Event of Default has occurred and is continuing at the time of such assignment;

(ii) the assignment is to an existing Lender under the Credit Agreement;

(iii) the assignment is to an affiliate of an existing Lender; or

(iv) the assignment is to an Approved Fund (as defined in the Credit Agreement) related to an existing Lender.

If the consent of the Borrower is required, such consent shall not be unreasonably withheld, conditioned, or delayed and shall be deemed to have been given if the Borrower has not responded in writing within [●] Business Days after receiving written notice of the proposed assignment from the Administrative Agent or the Assignor, as applicable.

Instruction: Confirm applicability and indicate on the signature pages whether Borrower consent is required. If required, obtain the Borrower's signature below.

6.3 Collateral Agent Acknowledgment.

The acknowledgment of the Collateral Agent (Pinnacle Trust Company, N.A.) with respect to this Assignment and Assumption [is / is not] required or requested. If applicable, such acknowledgment is evidenced by the signature of the Collateral Agent on the signature pages hereto.

SECTION 7 — PROCESSING AND ADMINISTRATIVE MATTERS

7.1 Processing and Recordation Fee.

A non-refundable processing and recordation fee in the amount of $[●] shall be payable to the Administrative Agent (Crescent Harbor Bank, N.A.) upon delivery of this fully executed Assignment and Assumption, in accordance with Section [●] of the Credit Agreement. Such fee shall be paid by [the Assignor / the Assignee / the Assignor and the Assignee (each paying fifty percent (50%))], as agreed between the Assignor and the Assignee. Unless otherwise agreed between the parties hereto, the processing and recordation fee shall be paid by wire transfer of immediately available funds to the account designated by the Administrative Agent on or prior to the Effective Date.

Note: The Credit Agreement specifies which party or parties are responsible for the payment of the processing and recordation fee. The parties should review Section [●] of the Credit Agreement to confirm the amount and allocation of such fee.

7.2 Register. The Administrative Agent (Crescent Harbor Bank, N.A.) shall record the assignment contemplated by this Assignment and Assumption in the Register maintained by the Administrative Agent pursuant to Section [●] of the Credit Agreement. Such recording shall be made promptly upon the Effective Date (or as soon thereafter as is reasonably practicable), and shall reflect the name and address of the Assignee, the principal amount (and stated interest) of the Loans and/or Commitments owing to the Assignee, and such other information as the Administrative Agent may determine to be necessary or appropriate for purposes of maintaining the Register. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Co-Borrower, the Administrative Agent, the Collateral Agent, and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof and of the Credit Agreement as a Lender under the Credit Agreement for all purposes.

7.3 Notices. The Assignee's address, facsimile number, and electronic mail address for purposes of receiving notices and other communications under the Credit Agreement are as follows:

[Insert full legal name of Assignee]

[Insert street address] [Insert city, state/province, zip/postal code] [Insert country]

Facsimile: [Insert fax number]

Email: [Insert email address]

Attention: [Insert contact name and title]

The Assignee agrees that any change in the foregoing information shall be promptly communicated in writing to the Administrative Agent and the Borrower in accordance with the notice provisions set forth in the Credit Agreement.

7.4 Lending Office.

The Assignee designates the following office(s) as its Lending Office(s) for purposes of the Credit Agreement:

Lending Office for the USD Tranche:

[Insert address of Lending Office for the USD Tranche]

Lending Office for the EUR Sub-Tranche (if applicable):

[Insert address of Lending Office for the EUR Sub-Tranche]

The Assignee may change its Lending Office(s) from time to time by written notice to the Administrative Agent and the Borrower in accordance with the Credit Agreement.

SECTION 8 — MISCELLANEOUS

8.1 Governing Law.

This Assignment and Assumption shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction; provided, however, that Sections 5-1401 and 5-1402 of the New York General Obligations Law shall apply. Each party hereto hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan in The City of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Assignment and Assumption, and each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any claim that any such action or proceeding has been brought in an inconvenient forum.

8.2 Binding Effect; Successors and Assigns.

This Assignment and Assumption shall be binding upon, and shall inure to the benefit of, the Assignor, the Assignee, the Administrative Agent, the Collateral Agent, the Borrower, the Co-Borrower, the Parent Guarantor, and all other parties to the Credit Agreement and their respective successors and permitted assigns. Nothing in this Assignment and Assumption, express or implied, is intended to or shall confer upon any person other than the parties hereto and the parties to the Credit Agreement (and their respective successors and permitted assigns) any rights, remedies, obligations, or liabilities under or by reason of this Assignment and Assumption.

8.3 Counterparts. This Assignment and Assumption may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Assignment and Assumption by electronic mail (including in .pdf format) or by any other electronic means (including Brightwater Software, Ashford Health IT, or any other electronic signature platform that complies with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. The words "execution," "signed," "signature," and words of like import in this Assignment and Assumption shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity, and enforceability as a manually executed signature or the use of a paper-based recordkeeping system.

8.4 Amendments; Waivers.

This Assignment and Assumption may not be amended, modified, supplemented, or waived except by a writing signed by the Assignor and the Assignee (and, to the extent that the rights or obligations of the Administrative Agent or the Borrower are affected by such amendment, modification, supplement, or waiver, by the Administrative Agent and the Borrower, respectively). No failure or delay on the part of any party hereto in exercising any right, power, or privilege hereunder 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.

8.5 Entire Agreement.

This Assignment and Assumption (including Schedule 1 hereto and all annexes attached hereto), together with the Credit Agreement and the other Loan Documents, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, warranties, and understandings, whether written or oral, between the parties hereto with respect to such subject matter.

8.6 Severability. If any provision of this Assignment and Assumption is held to be illegal, invalid, or unenforceable in any jurisdiction, such illegality, invalidity, or unenforceability shall not affect any other provision of this Assignment and Assumption or the legality, validity, or enforceability of such provision in any other jurisdiction. Without limiting the generality of the foregoing, the parties hereto agree that if any provision of this Assignment and Assumption is determined by a court of competent jurisdiction to be unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Assignment and Assumption shall remain in full force and effect.

8.7 Headings. The section headings and captions contained in this Assignment and Assumption are for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of this Assignment and Assumption.

SECTION 9 — EFFECTIVE DATE PROVISIONS

This Assignment and Assumption shall become effective on the Effective Date specified in Schedule 1 attached hereto, subject to the prior or contemporaneous satisfaction of each of the following conditions precedent:

(a) Executed Agreement. Receipt by the Administrative Agent of a fully executed original (or counterpart) of this Assignment and Assumption, duly executed by the Assignor and the Assignee;

(b) Required Consents. Receipt by the Administrative Agent of all required consents, including (i) the consent of the Administrative Agent (if required pursuant to Section [●] of the Credit Agreement), (ii) the consent of the Borrower (if required pursuant to Section [●] of the Credit Agreement), and (iii) any other consents required by the Credit Agreement;

(c) Processing and Recordation Fee. Receipt by the Administrative Agent of the processing and recordation fee described in Section 7.1 hereof, in immediately available funds;

(d) Tax Forms. Receipt by the Administrative Agent and the Borrower of all applicable tax forms required to be delivered by the Assignee pursuant to Section 5.1 hereof, including, as applicable, duly executed copies of IRS Form W-8BEN-E (or other applicable W-8 form) or IRS Form W-9;

(e) Beneficial Ownership Certification. If the Assignee is a "legal entity customer" within the meaning of the FinCEN Customer Due Diligence Rule (31 C.F.R. § 1010.230), receipt by the Administrative Agent of a completed Beneficial Ownership Certification in the form prescribed by the Administrative Agent; and

(f) KYC/Sanctions Documentation. Receipt by the Administrative Agent of satisfactory "know your customer" and sanctions compliance documentation from the Assignee, including, without limitation, such documentation and information as the Administrative Agent may reasonably request pursuant to Section 4.3 hereof and Annex 3 hereto.

The Administrative Agent shall promptly notify the Assignor, the Assignee, and the Borrower of the Effective Date upon the satisfaction of all of the foregoing conditions precedent.

Note: If the Effective Date specified in Schedule 1 falls during the six (6)-month soft call protection period applicable to the Term Loans under the Credit Agreement (i.e., on or before December 3, 2024), the parties acknowledge that the 101% soft call premium described in Section [●] of the Credit Agreement applies solely to voluntary prepayments of the Term Loans and is not triggered by secondary market assignments or assumptions. Accordingly, no call premium or prepayment premium is payable by any party in connection with this Assignment and Assumption.

[SIGNATURE PAGES FOLLOW]

SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be duly executed and delivered by their respective authorized officers as of the date first above written.

ASSIGNOR:

[INSERT FULL LEGAL NAME OF ASSIGNOR]

By: ________

Name: [Insert]

Title: [Insert]

Date: ________

ASSIGNEE:

[INSERT FULL LEGAL NAME OF ASSIGNEE]

By: ________

Name: [Insert]

Title: [Insert]

Date: ________

ADMINISTRATIVE AGENT CONSENT (if required)

Instruction: Consent [is / is not] required for this assignment. [If not required, insert reason: e.g., "Assignment is to an existing Lender under the Credit Agreement" or "Assignment is to an Approved Fund related to an existing Lender."]

CRESCENT HARBOR BANK, N.A., as Administrative Agent

By: ________

Name: [Insert]

Title: [Insert]

Date: ________

BORROWER CONSENT (if required)

Instruction: Consent [is / is not] required for this assignment. [If not required, insert reason: e.g., "An Event of Default has occurred and is continuing" or "Assignment is to an existing Lender or affiliate thereof."]

IRONHAVEN DATA CENTERS LLC, as Borrower

By: ________

Name: [Insert]

Title: [Insert]

Date: ________

COLLATERAL AGENT ACKNOWLEDGMENT (if applicable)

PINNACLE TRUST COMPANY, N.A., as Collateral Agent

By: ________

Name: [Insert]

Title: [Insert]

Date: ________

SCHEDULE 1

ASSIGNED INTEREST

Note: The minimum assignment amount shall be $[●] (or, if less, the entire remaining amount of the Assignor's Commitment/Loans in the applicable facility), unless otherwise consented to in writing by the Administrative Agent (and, if required under the Credit Agreement, the Borrower). Each assignment of a partial interest must comply with the minimum assignment amount specified in Section [●] of the Credit Agreement.

Note: If the Assignor holds participations in both the USD Tranche and the EUR Sub-Tranche, the parties should review whether Section [●] of the Credit Agreement requires ratable assignment across both tranches and ensure that the amounts set forth above reflect such requirement, if applicable.

ANNEX 1

FORM OF ADMINISTRATIVE QUESTIONNAIRE

Instruction: The Assignee shall complete and deliver an Administrative Questionnaire in the form provided by the Administrative Agent (Crescent Harbor Bank, N.A.) on or prior to the Effective Date. The Administrative Questionnaire is used by the Administrative Agent to establish the Assignee's contact information, wire transfer instructions, tax identification information, and other administrative details necessary for the proper administration of the Loans and Commitments under the Credit Agreement.

The form of Administrative Questionnaire is available upon request from the Administrative Agent at the following address:

Crescent Harbor Bank, N.A. Agency & Loan Operations [Insert Address] [Insert City, State, Zip]

Attention: Agency Services — Ironhaven Data Centers LLC Credit Facility

Email: [Insert email address]

Telephone: [Insert telephone number]

Alternatively, the form of Administrative Questionnaire may be found as Exhibit [●] to the Credit Agreement.

The Assignee acknowledges that the Administrative Agent will not record the assignment in the Register and the Effective Date will not occur until the Administrative Agent has received a completed Administrative Questionnaire from the Assignee.

ANNEX 2

TAX FORMS CHECKLIST

The following checklist identifies the tax forms that may be required to be delivered by the Assignee to the Administrative Agent and the Borrower on or prior to the Effective Date. The Assignee should check the applicable box(es) and attach the completed form(s) to this Assignment and Assumption or deliver the same directly to the Administrative Agent and the Borrower.

Tax Forms:

• [ ] IRS Form W-9 — To be delivered if the Assignee is a United States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code.

• [ ] IRS Form W-8BEN-E — To be delivered if the Assignee is a Non-US Person (i.e., not a United States person) claiming benefits under an applicable income tax treaty to establish entitlement to a reduced rate of, or exemption from, United States federal withholding tax on interest payments.

• [ ] IRS Form W-8IMY — To be delivered if the Assignee is acting as an intermediary, a flow-through entity, or a withholding foreign partnership or trust for United States federal income tax purposes. If Form W-8IMY is delivered, the Assignee must also provide all required underlying documentation, including applicable Forms W-8BEN-E, W-8ECI, W-9, and/or withholding statements.

• [ ] IRS Form W-8ECI — To be delivered if the income received or to be received by the Assignee in connection with the Credit Agreement is effectively connected with the conduct of a trade or business in the United States.

• [ ] FATCA Documentation — To be delivered if required by the Administrative Agent or the Borrower to establish the Assignee's compliance with the Foreign Account Tax Compliance Act (Sections 1471 through 1474 of the Internal Revenue Code), including, as applicable, (a) a certification regarding the Assignee's FATCA status, (b) IRS Form W-8BEN-E (Parts XII through XXVIII, as applicable), or (c) any other documentation reasonably requested by the Administrative Agent.

Instruction: The Assignee shall attach all completed and executed tax form(s) to this Annex 2 or deliver the same directly to the Administrative Agent (Crescent Harbor Bank, N.A.) and the Borrower (Ironhaven Data Centers LLC) on or prior to the Effective Date. Tax forms should be current and properly executed. The Assignee is responsible for updating or replacing any tax form that becomes obsolete, inaccurate, or invalid.

ANNEX 3

SANCTIONS / KYC COMPLIANCE CERTIFICATE

SANCTIONS AND ANTI-MONEY LAUNDERING COMPLIANCE CERTIFICATE

Reference is made to (a) the Assignment and Assumption Agreement, dated as of [___], 20[_] (the "Assignment and Assumption"), by and between [Insert full legal name of Assignor] (the "Assignor") and [Insert full legal name of Assignee] (the "Assignee"), and (b) 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, 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. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement or the Assignment and Assumption, as applicable.

The undersigned, being a duly authorized officer of the Assignee, hereby certifies to the Administrative Agent and the Borrower as follows:

1. OFAC Sanctions Compliance. Neither the Assignee, nor any of its directors, officers, employees, or agents, nor, to the Assignee's knowledge (after due inquiry), any person owning a direct or indirect beneficial interest in the Assignee, is currently the subject or target of any sanctions administered or enforced by the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), the United States Department of State, or any other agency of the United States government, including, without limitation, designation on OFAC's List of Specially Designated Nationals and blocked Persons ("SDN List") or on any other OFAC sanctions list.

2. EU Sanctions Compliance. Neither the Assignee, nor any of its directors, officers, employees, or agents, nor, to the Assignee's knowledge (after due inquiry), any person owning a direct or indirect beneficial interest in the Assignee, is currently the subject or target of any sanctions administered or enforced by the European Union, including, without limitation, any person designated under Council Regulation (EU) No 269/2014, as amended, or any related EU sanctions regulation.

3. UK/OFSI Sanctions Compliance. To the extent the Assignee has any nexus to the United Kingdom (including, without limitation, if the Assignee is a UK person, has operations in the United Kingdom, or transacts in British pounds sterling), neither the Assignee, nor any of its directors, officers, employees, or agents, nor, to the Assignee's knowledge (after due inquiry), any person owning a direct or indirect beneficial interest in the Assignee, is currently the subject or target of any sanctions administered or enforced by the Office of Financial Sanctions Implementation ("OFSI") of His Majesty's Treasury.

4. Anti-Money Laundering Compliance. The Assignee is in compliance with all applicable Anti-Money Laundering Laws (as defined in the Credit Agreement), including, without limitation, (a) the USA PATRIOT Act (Title III of Pub. L. 107–56), (b) the Bank Secrecy Act (31 U.S.C. §§ 5311–5332), and (c) to the extent the Assignee participates in the EUR Sub-Tranche or otherwise has a nexus to the Federal Republic of Germany, the German Anti-Money Laundering Act (Geldwäschegesetz — "GwG").

5. Beneficial Ownership. No person owning a direct or indirect beneficial interest of more than twenty-five percent (25%) in the Assignee (each, a "Beneficial Owner") is a Sanctioned Person (as defined in the Credit Agreement) or is otherwise the subject or target of any sanctions described in paragraphs 1 through 3 above.

EXHIBIT [●]
TO THE CREDIT AGREEMENT
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit [●] 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, 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.
This form is to be completed and delivered to the Administrative Agent (Crescent Harbor Bank, N.A.) in connection with any assignment of Loans and/or Commitments pursuant to Section [●] of the Credit Agreement. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
CUSIP: 46283LAA5
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Assignment and Assumption") is entered into as of [___], 20[_] (the "Effective Date"), by and between:
[Insert full legal name of Assignor] (the "Assignor"); and
[Insert full legal name of Assignee] (the "Assignee").
RECITALS
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 (the "Borrower"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor"), Crescent Harbor Bank, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), Pinnacle Trust Company, N.A., as collateral agent for the Secured Parties (in such capacity, the "Collateral Agent"), and the Lenders from time to time party thereto.
B. The Assignor is a Lender under the Credit Agreement and desires to sell, assign, and transfer to the Assignee, and the Assignee desires to purchase, accept, and assume from the Assignor, the interest in the Loans and/or Commitments described in Schedule 1 hereto (the "Assigned Interest"), subject to and in accordance with the terms and conditions set forth herein and in the Credit Agreement.
C. The Assignee desires to accept such assignment and assume the corresponding obligations of the Assignor under the Credit Agreement with respect to the Assigned Interest, and to become a "Lender" under the Credit Agreement with respect to such Assigned Interest, from and after the Effective Date.
D. Pursuant to Section [●] of the Credit Agreement, the parties hereto agree as follows.
SECTION 1 — ASSIGNMENT AND ASSUMPTION
1.1 Assignment.  Subject to the terms and conditions set forth herein and in the Credit Agreement, effective as of the Effective Date, the Assignor hereby irrevocably sells, assigns, and transfers to the Assignee, without recourse to the Assignor (except as expressly set forth herein), all of the Assignor's rights, title, interests, obligations, and commitments in and under the Credit Agreement and the other Loan Documents to the extent of the Assigned Interest described on Schedule 1 attached hereto and made a part hereof. Such assignment shall include, without limitation, the Assignor's rights and obligations with respect to any and all guarantees, collateral security, and other credit support provided by or on behalf of any Loan Party in connection with the Credit Agreement, to the extent of the Assigned Interest.
For the avoidance of doubt, the assignment contemplated hereby may include participations in one or both of the following tranches under the Credit Agreement, as specified on Schedule 1:
(a) USD Tranche Term Loans — Term Loans denominated in United States Dollars bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 4.25% (425 basis points); and/or
(b) EUR Sub-Tranche Term Loans — Term Loans denominated in Euros bearing interest at a rate per annum equal to the EURIBOR Rate plus 4.25% (425 basis points).
Instruction: The parties shall specify on Schedule 1 the applicable tranche(s) being assigned — USD Tranche Loans, EUR Sub-Tranche Loans, or both. If the Assignor holds participations in both the USD Tranche and the EUR Sub-Tranche, the parties should review Section [●] of the Credit Agreement to determine whether assignments must be made ratably across tranches.
1.2 Assumption.  Effective as of the Effective Date, the Assignee hereby expressly assumes all obligations of the Assignor with respect to the Assigned Interest arising from and after the Effective Date, including, without limitation, all obligations to make payments, to fund Loans (if any unfunded Commitments are being assigned), and to perform all duties and responsibilities of a "Lender" under the Credit Agreement and the other Loan Documents with respect to the Assigned Interest. The Assignee agrees to be bound by and to comply with all terms, conditions, covenants, and provisions of the Credit Agreement and each other Loan Document applicable to Lenders as if it were an original Lender party to the Credit Agreement and signatory thereto.
From and after the Effective Date, the Assignee shall be deemed a "Lender" under the Credit Agreement and each other Loan Document for all purposes and shall be entitled to all rights, benefits, and privileges of a Lender thereunder with respect to the Assigned Interest, including, without limitation, the right to receive payments of principal, interest, fees, and other amounts payable to Lenders under the Credit Agreement, to the extent of the Assigned Interest.
1.3 Release of Assignor.
From and after the Effective Date, the Assignor shall be fully and irrevocably released from all obligations and liabilities under the Credit Agreement and each other Loan Document with respect to the Assigned Interest to the extent such obligations and liabilities arise from and after the Effective Date. Notwithstanding the foregoing, the Assignor shall remain responsible for, and shall not be released from, (a) any obligations, liabilities, or amounts that accrued prior to the Effective Date (including, without limitation, any indemnification obligations pursuant to Section [●] of the Credit Agreement with respect to matters arising prior to the Effective Date), and (b) any representations or warranties made by the Assignor herein that survive the execution and delivery of this Assignment and Assumption.
For the avoidance of doubt, the release of the Assignor pursuant to this Section 1.3 shall be effective only upon the satisfaction of all conditions precedent to the effectiveness of this Assignment and Assumption as set forth in Section 9 hereof.
SECTION 2 — SCHEDULE 1: TERMS OF ASSIGNMENT
The terms of the Assigned Interest are set forth on Schedule 1 attached hereto, which is incorporated herein by reference and made a part of this Assignment and Assumption for all purposes. Schedule 1 contains the material economic and identifying terms of the assignment, including the identity of the Assignor and Assignee, the facility or facilities being assigned, the principal amounts of Commitments and/or Loans being assigned, the percentage of the aggregate Commitments and/or Loans being assigned (calculated to at least nine decimal places), and the Trade Date.
The parties hereto acknowledge and agree that the information set forth on Schedule 1 is true, correct, and complete in all material respects as of the Effective Date, and each party hereto undertakes to promptly notify the other party and the Administrative Agent of any inaccuracy discovered in such information.
Note: The minimum assignment amount shall be $[●] (or, if less, the entire remaining amount of the Assignor's Commitment/Loans in the applicable facility), unless otherwise consented to in writing by the Administrative Agent (and, if required under Section [●] of the Credit Agreement, the Borrower). If the Assignor holds participations in both the USD Tranche and the EUR Sub-Tranche, the Assignor and Assignee should review the provisions of the Credit Agreement governing ratable assignments across tranches and ensure that the assignment contemplated hereby complies with such provisions.
SECTION 3 — REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Assignor.
The Assignor hereby represents and warrants to the Assignee, the Administrative Agent, and each other party hereto as follows:
(a) Ownership. The Assignor is the legal and beneficial owner of the Assigned Interest as of the date hereof and as of the Effective Date. The Assigned Interest is free and clear of any lien, security interest, encumbrance, participation, assignment, or other adverse claim of any kind or nature whatsoever (other than any lien or security interest created in favor of the Collateral Agent under the Credit Agreement or any other Loan Document for the benefit of the Secured Parties, if applicable).
(b) Power and Authority. The Assignor has full power, authority, and legal right to execute and deliver this Assignment and Assumption and to perform its obligations hereunder. The execution, delivery, and performance of this Assignment and Assumption by the Assignor have been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of the Assignor.
(c) No Default Notice. The Assignor has received no written notice of any existing Event of Default or Default under the Credit Agreement that it has not disclosed in writing to the Assignee prior to the date hereof. Notwithstanding the foregoing, the Assignor makes no representation or warranty regarding the financial condition or creditworthiness of any Loan Party, any guarantor, or any other person, and the Assignor shall have no liability to the Assignee with respect to the financial condition of any such person.
(d) Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 3.1, THE ASSIGNOR MAKES NO REPRESENTATION OR WARRANTY AND ASSUMES NO RESPONSIBILITY WITH RESPECT TO:
(i) any statements, warranties, or representations made in or in connection with the Credit Agreement, any other Loan Document, or any other document or instrument delivered pursuant thereto or in connection therewith;
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency, collectibility, or value of the Credit Agreement, any other Loan Document, any guarantee, any collateral, or any other document or instrument delivered pursuant thereto or in connection therewith;
(iii) the financial condition or creditworthiness of any Loan Party, any guarantor, any subsidiary, any affiliate, or any other person obligated in respect of the Credit Agreement or any other Loan Document; or
(iv) the performance or observance by any Loan Party, any guarantor, or any other person of any of its obligations under the Credit Agreement, any other Loan Document, or any other document or instrument delivered pursuant thereto or in connection therewith.
3.2 Representations and Warranties of the Assignee.
The Assignee hereby represents and warrants to the Assignor, the Administrative Agent, the Borrower, and each other party hereto as follows:
(a) Organization and Standing. The Assignee is duly organized, validly existing, and in good standing (or, in the case of entities organized in jurisdictions that do not recognize the concept of "good standing," in compliance with all applicable organizational requirements) under the laws of its jurisdiction of organization. The Assignee has all requisite corporate, partnership, limited liability company, trust, or other organizational power and authority to own its properties and to conduct its business as currently conducted.
(b) Power and Authority. The Assignee has full power, authority, and legal right to enter into this Assignment and Assumption, to accept the assignment of the Assigned Interest, to assume the obligations of the Assignor with respect to the Assigned Interest, and to perform its obligations hereunder and under the Credit Agreement and the other Loan Documents. The execution, delivery, and performance of this Assignment and Assumption by the Assignee have been duly authorized by all necessary corporate, partnership, limited liability company, trust, or other organizational action on the part of the Assignee.
(c) Independent Credit Analysis. The Assignee acknowledges and confirms that it has received a copy of the Credit Agreement and each amendment thereto, together with copies of the most recent financial statements delivered to the Lenders pursuant thereto and such other documents, information, and data as the Assignee has deemed appropriate to make its own independent credit analysis and decision to enter into this Assignment and Assumption and to acquire the Assigned Interest. The Assignee has made such analysis and decision independently and without reliance on the Administrative Agent, the Collateral Agent, the Assignor, any other Lender, or any of their respective affiliates, officers, directors, employees, agents, or advisors. The Assignee will continue to make its own independent credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents.
(d) Eligible Assignee. The Assignee is an "Eligible Assignee" as defined in the Credit Agreement. The Assignee is not a Disqualified Lender or an affiliate of a Disqualified Lender (as such terms are defined in, or designated pursuant to, the Credit Agreement).
(e) Sophistication and Experience. The Assignee is sophisticated in credit transactions of the type contemplated by the Credit Agreement and has experience in originating, acquiring, and holding loans, participations, and other interests in credit facilities of the nature of the Assigned Interest. The Assignee is capable of evaluating the merits and risks of the investment represented by the Assigned Interest and is able to bear the economic risk of such investment.
(f) No Registration. The Assignee acknowledges that the Assigned Interest has not been registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Assigned Interest may not be resold, transferred, or assigned except in compliance with all applicable securities laws and the terms of the Credit Agreement.
SECTION 4 — SANCTIONS, OFAC, AND KYC COMPLIANCE REPRESENTATIONS
4.1 Assignee Sanctions Compliance.
The Assignee hereby represents and warrants to the Assignor, the Administrative Agent, the Borrower, and each other party hereto as follows:
(a) Neither the Assignee, nor any of its directors, officers, employees, agents, or affiliates, nor, to the Assignee's knowledge (after due inquiry), any person owning a direct or indirect beneficial interest in the Assignee, is a Sanctioned Person (as defined in the Credit Agreement).
(b) The Assignee is in compliance with all applicable sanctions laws and regulations, including, without limitation, (i) the sanctions laws, regulations, executive orders, and directives administered or enforced by the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), the United States Department of State, or any other agency of the United States government; (ii) sanctions regulations of the European Union, including Council Regulation (EU) No 269/2014, as amended, and any related implementing regulations; and (iii) to the extent applicable by reason of the Assignee's nexus to the United Kingdom, the sanctions laws and regulations administered by the Office of Financial Sanctions Implementation ("OFSI") of His Majesty's Treasury.
(c) The Assignee's entry into this Assignment and Assumption and its participation in the Loans (including its receipt of interest payments and principal repayments thereunder) will not violate any Anti-Money Laundering Laws (as defined in the Credit Agreement) or any sanctions laws or regulations applicable to it, the Borrower, the Co-Borrower, or any other Loan Party.
(d) The Assignee shall promptly notify the Administrative Agent and the Borrower if the Assignee becomes aware of any change in circumstances that would cause any of the foregoing representations and warranties to be untrue or inaccurate in any respect.
4.2 Beneficial Ownership Certification.
If the Assignee is a "legal entity customer" within the meaning of the Financial Crimes Enforcement Network ("FinCEN") Customer Due Diligence Rule (31 C.F.R. § 1010.230), the Assignee shall deliver (or cause to be delivered) to the Administrative Agent a completed Beneficial Ownership Certification in the form prescribed by the Administrative Agent on or prior to the Effective Date. The Assignee agrees that the information contained in any such Beneficial Ownership Certification is true and correct in all respects as of the date thereof, and the Assignee shall promptly notify the Administrative Agent and the Borrower of any change in such information.
Instruction: If applicable, the Assignee should attach a completed Beneficial Ownership Certification as an exhibit hereto or deliver the same directly to the Administrative Agent on or prior to the Effective Date.
4.3 KYC Documentation.
The Assignee agrees to provide to the Administrative Agent (Crescent Harbor Bank, N.A.) such documentation and other information as the Administrative Agent may reasonably request from time to time for purposes of complying with "know your customer" and anti-money laundering rules and regulations, including, without limitation, (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) (Title III of Pub. L. 107–56), (b) the Bank Secrecy Act (31 U.S.C. §§ 5311–5332), (c) the FinCEN Customer Due Diligence Rule (31 C.F.R. § 1010.230), and (d) with respect to any Assignee that participates in the EUR Sub-Tranche or otherwise has a nexus to the Federal Republic of Germany, the German Anti-Money Laundering Act (Geldwäschegesetz — "GwG"), in each case, on or prior to the Effective Date and thereafter as reasonably requested by the Administrative Agent.
Note: Enhanced due diligence documentation may be required for Assignees that are (i) non-US entities or entities organized in jurisdictions outside the United States (including, without limitation, Bermuda-domiciled entities, Cayman Islands entities, and entities organized in Channel Islands jurisdictions), (ii) entities with UK-person nexus (within the meaning of applicable OFSI guidance), or (iii) entities that are themselves funds, trusts, or special purpose vehicles. The Administrative Agent reserves the right to request additional information and documentation from such Assignees as may be reasonably necessary to satisfy its regulatory obligations.
SECTION 5 — TAX MATTERS
5.1 Tax Forms.
(a) If the Assignee is not a "United States person" within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (a "Non-US Lender" as defined in the Credit Agreement), the Assignee shall deliver to the Administrative Agent and the Borrower, on or prior to the Effective Date (and from time to time thereafter upon the reasonable request of the Administrative Agent or the Borrower, or upon the occurrence of any event requiring the delivery of updated or replacement forms), duly executed copies of whichever of the following is applicable:
(i) IRS Form W-8BEN-E (or any successor form) properly completed and duly executed by the Assignee, certifying the Assignee's status under the Internal Revenue Code and claiming the benefits of any applicable income tax treaty between the United States and the Assignee's country of tax residence, to establish the Assignee's entitlement to a reduced rate of, or exemption from, United States federal withholding tax on interest payments under the Credit Agreement;
(ii) IRS Form W-8ECI (or any successor form) properly completed and duly executed by the Assignee, if the income received or to be received by the Assignee in connection with the Credit Agreement is effectively connected with the conduct of a trade or business in the United States;
(iii) IRS Form W-8IMY (or any successor form) properly completed and duly executed by the Assignee, together with any required underlying documentation (including Forms W-8BEN-E, W-8ECI, W-9, or withholding statements, as applicable), if the Assignee is acting as an intermediary or is a flow-through entity for United States federal income tax purposes; or
(iv) any other form prescribed by the Internal Revenue Service as a basis for claiming exemption from, or a reduction in, United States federal withholding tax, together with such supplementary documentation as may be prescribed by applicable law or reasonably requested by the Administrative Agent or the Borrower to permit the Administrative Agent and the Borrower to determine the withholding or deduction required to be made.
(b) If the Assignee is a "United States person" within the meaning of Section 7701(a)(30) of the Internal Revenue Code, the Assignee shall deliver to the Administrative Agent and the Borrower, on or prior to the Effective Date (and from time to time thereafter upon reasonable request), a duly executed IRS Form W-9 (or any successor form) certifying that the Assignee is exempt from United States federal backup withholding tax.
Instruction: The Assignee shall attach the applicable tax form(s) as an exhibit to this Assignment and Assumption or deliver the same directly to the Administrative Agent and the Borrower on or prior to the Effective Date.
5.2 FATCA Compliance.
The Assignee represents and warrants that, as of the date hereof and as of the Effective Date, it is in compliance with the reporting and withholding requirements of Sections 1471 through 1474 of the Internal Revenue Code (commonly referred to as the "Foreign Account Tax Compliance Act" or "FATCA"), together with any regulations, guidance, or intergovernmental agreements issued or entered into in connection therewith, or is exempt from the application of such requirements. The Assignee agrees that it will promptly notify the Administrative Agent and the Borrower in writing if its FATCA status changes at any time after the Effective Date, including, without limitation, if the Assignee ceases to be in compliance with FATCA or ceases to be exempt from FATCA withholding.
5.3 Withholding Tax.
The Assignee acknowledges and agrees that it shall be entitled to receive payments of interest, principal, fees, and other amounts under the Credit Agreement free of withholding or deduction for or on account of any taxes only to the extent provided in the tax gross-up and indemnity provisions set forth in Section [●] of the Credit Agreement, and only to the extent that the Assignee has provided valid, complete, and timely tax documentation as required by the Credit Agreement and this Assignment and Assumption. Without limiting the generality of the foregoing, if the Assignee fails to deliver any required tax form or if any such form is determined to be invalid, incomplete, or inaccurate, neither the Borrower, the Co-Borrower, the Administrative Agent, nor any other person shall be obligated to pay any additional amounts or to "gross up" payments to compensate the Assignee for any withholding or deduction imposed as a result of such failure, invalidity, incompleteness, or inaccuracy, except to the extent expressly required by the Credit Agreement.
SECTION 6 — CONSENTS AND ACKNOWLEDGMENTS
6.1 Administrative Agent Consent.
The consent of the Administrative Agent to this Assignment and Assumption is [required / not required] pursuant to Section [●] of the Credit Agreement. [If required, such consent is evidenced by the signature of the Administrative Agent on the signature pages hereto.] [If not required, insert reason: e.g., "The assignment is to an existing Lender under the Credit Agreement."]
Note: The consent of the Administrative Agent (Crescent Harbor Bank, N.A.) is required for all assignments of Loans and/or Commitments under the Credit Agreement unless the Credit Agreement expressly provides otherwise. The parties should confirm prior to execution whether such consent has been obtained and whether any conditions to such consent have been satisfied.
6.2 Borrower Consent.
The consent of the Borrower (Ironhaven Data Centers LLC) to this Assignment and Assumption is [required / not required] pursuant to Section [●] of the Credit Agreement.
Pursuant to Section [●] of the Credit Agreement, the consent of the Borrower is not required if:
(i) an Event of Default has occurred and is continuing at the time of such assignment;
(ii) the assignment is to an existing Lender under the Credit Agreement;
(iii) the assignment is to an affiliate of an existing Lender; or
(iv) the assignment is to an Approved Fund (as defined in the Credit Agreement) related to an existing Lender.
If the consent of the Borrower is required, such consent shall not be unreasonably withheld, conditioned, or delayed and shall be deemed to have been given if the Borrower has not responded in writing within [●] Business Days after receiving written notice of the proposed assignment from the Administrative Agent or the Assignor, as applicable.
Instruction: Confirm applicability and indicate on the signature pages whether Borrower consent is required. If required, obtain the Borrower's signature below.
6.3 Collateral Agent Acknowledgment.
The acknowledgment of the Collateral Agent (Pinnacle Trust Company, N.A.) with respect to this Assignment and Assumption [is / is not] required or requested. If applicable, such acknowledgment is evidenced by the signature of the Collateral Agent on the signature pages hereto.
SECTION 7 — PROCESSING AND ADMINISTRATIVE MATTERS
7.1 Processing and Recordation Fee.
A non-refundable processing and recordation fee in the amount of $[●] shall be payable to the Administrative Agent (Crescent Harbor Bank, N.A.) upon delivery of this fully executed Assignment and Assumption, in accordance with Section [●] of the Credit Agreement. Such fee shall be paid by [the Assignor / the Assignee / the Assignor and the Assignee (each paying fifty percent (50%))], as agreed between the Assignor and the Assignee. Unless otherwise agreed between the parties hereto, the processing and recordation fee shall be paid by wire transfer of immediately available funds to the account designated by the Administrative Agent on or prior to the Effective Date.
Note: The Credit Agreement specifies which party or parties are responsible for the payment of the processing and recordation fee. The parties should review Section [●] of the Credit Agreement to confirm the amount and allocation of such fee.
7.2 Register.  The Administrative Agent (Crescent Harbor Bank, N.A.) shall record the assignment contemplated by this Assignment and Assumption in the Register maintained by the Administrative Agent pursuant to Section [●] of the Credit Agreement. Such recording shall be made promptly upon the Effective Date (or as soon thereafter as is reasonably practicable), and shall reflect the name and address of the Assignee, the principal amount (and stated interest) of the Loans and/or Commitments owing to the Assignee, and such other information as the Administrative Agent may determine to be necessary or appropriate for purposes of maintaining the Register. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Co-Borrower, the Administrative Agent, the Collateral Agent, and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof and of the Credit Agreement as a Lender under the Credit Agreement for all purposes.
7.3 Notices.  The Assignee's address, facsimile number, and electronic mail address for purposes of receiving notices and other communications under the Credit Agreement are as follows:
[Insert full legal name of Assignee]
[Insert street address] [Insert city, state/province, zip/postal code] [Insert country]
Facsimile: [Insert fax number]
Email: [Insert email address]
Attention: [Insert contact name and title]
The Assignee agrees that any change in the foregoing information shall be promptly communicated in writing to the Administrative Agent and the Borrower in accordance with the notice provisions set forth in the Credit Agreement.
7.4 Lending Office.
The Assignee designates the following office(s) as its Lending Office(s) for purposes of the Credit Agreement:
Lending Office for the USD Tranche:
[Insert address of Lending Office for the USD Tranche]
Lending Office for the EUR Sub-Tranche (if applicable):
[Insert address of Lending Office for the EUR Sub-Tranche]
The Assignee may change its Lending Office(s) from time to time by written notice to the Administrative Agent and the Borrower in accordance with the Credit Agreement.
SECTION 8 — MISCELLANEOUS
8.1 Governing Law.
This Assignment and Assumption shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction; provided, however, that Sections 5-1401 and 5-1402 of the New York General Obligations Law shall apply. Each party hereto hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan in The City of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Assignment and Assumption, and each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any claim that any such action or proceeding has been brought in an inconvenient forum.
8.2 Binding Effect; Successors and Assigns.
This Assignment and Assumption shall be binding upon, and shall inure to the benefit of, the Assignor, the Assignee, the Administrative Agent, the Collateral Agent, the Borrower, the Co-Borrower, the Parent Guarantor, and all other parties to the Credit Agreement and their respective successors and permitted assigns. Nothing in this Assignment and Assumption, express or implied, is intended to or shall confer upon any person other than the parties hereto and the parties to the Credit Agreement (and their respective successors and permitted assigns) any rights, remedies, obligations, or liabilities under or by reason of this Assignment and Assumption.
8.3 Counterparts.  This Assignment and Assumption may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Assignment and Assumption by electronic mail (including in .pdf format) or by any other electronic means (including Brightwater Software, Ashford Health IT, or any other electronic signature platform that complies with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. The words "execution," "signed," "signature," and words of like import in this Assignment and Assumption shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity, and enforceability as a manually executed signature or the use of a paper-based recordkeeping system.
8.4 Amendments; Waivers.
This Assignment and Assumption may not be amended, modified, supplemented, or waived except by a writing signed by the Assignor and the Assignee (and, to the extent that the rights or obligations of the Administrative Agent or the Borrower are affected by such amendment, modification, supplement, or waiver, by the Administrative Agent and the Borrower, respectively). No failure or delay on the part of any party hereto in exercising any right, power, or privilege hereunder 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.
8.5 Entire Agreement.
This Assignment and Assumption (including Schedule 1 hereto and all annexes attached hereto), together with the Credit Agreement and the other Loan Documents, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, warranties, and understandings, whether written or oral, between the parties hereto with respect to such subject matter.
8.6 Severability.  If any provision of this Assignment and Assumption is held to be illegal, invalid, or unenforceable in any jurisdiction, such illegality, invalidity, or unenforceability shall not affect any other provision of this Assignment and Assumption or the legality, validity, or enforceability of such provision in any other jurisdiction. Without limiting the generality of the foregoing, the parties hereto agree that if any provision of this Assignment and Assumption is determined by a court of competent jurisdiction to be unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Assignment and Assumption shall remain in full force and effect.
8.7 Headings.  The section headings and captions contained in this Assignment and Assumption are for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of this Assignment and Assumption.
SECTION 9 — EFFECTIVE DATE PROVISIONS
This Assignment and Assumption shall become effective on the Effective Date specified in Schedule 1 attached hereto, subject to the prior or contemporaneous satisfaction of each of the following conditions precedent:
(a) Executed Agreement. Receipt by the Administrative Agent of a fully executed original (or counterpart) of this Assignment and Assumption, duly executed by the Assignor and the Assignee;
(b) Required Consents. Receipt by the Administrative Agent of all required consents, including (i) the consent of the Administrative Agent (if required pursuant to Section [●] of the Credit Agreement), (ii) the consent of the Borrower (if required pursuant to Section [●] of the Credit Agreement), and (iii) any other consents required by the Credit Agreement;
(c) Processing and Recordation Fee. Receipt by the Administrative Agent of the processing and recordation fee described in Section 7.1 hereof, in immediately available funds;
(d) Tax Forms. Receipt by the Administrative Agent and the Borrower of all applicable tax forms required to be delivered by the Assignee pursuant to Section 5.1 hereof, including, as applicable, duly executed copies of IRS Form W-8BEN-E (or other applicable W-8 form) or IRS Form W-9;
(e) Beneficial Ownership Certification. If the Assignee is a "legal entity customer" within the meaning of the FinCEN Customer Due Diligence Rule (31 C.F.R. § 1010.230), receipt by the Administrative Agent of a completed Beneficial Ownership Certification in the form prescribed by the Administrative Agent; and
(f) KYC/Sanctions Documentation. Receipt by the Administrative Agent of satisfactory "know your customer" and sanctions compliance documentation from the Assignee, including, without limitation, such documentation and information as the Administrative Agent may reasonably request pursuant to Section 4.3 hereof and Annex 3 hereto.
The Administrative Agent shall promptly notify the Assignor, the Assignee, and the Borrower of the Effective Date upon the satisfaction of all of the foregoing conditions precedent.
Note: If the Effective Date specified in Schedule 1 falls during the six (6)-month soft call protection period applicable to the Term Loans under the Credit Agreement (i.e., on or before December 3, 2024), the parties acknowledge that the 101% soft call premium described in Section [●] of the Credit Agreement applies solely to voluntary prepayments of the Term Loans and is not triggered by secondary market assignments or assumptions. Accordingly, no call premium or prepayment premium is payable by any party in connection with this Assignment and Assumption.
[SIGNATURE PAGES FOLLOW]
SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be duly executed and delivered by their respective authorized officers as of the date first above written.
ASSIGNOR:
[INSERT FULL LEGAL NAME OF ASSIGNOR]
By: ________
Name: [Insert]
Title: [Insert]
Date: ________
ASSIGNEE:
[INSERT FULL LEGAL NAME OF ASSIGNEE]
By: ________
Name: [Insert]
Title: [Insert]
Date: ________
ADMINISTRATIVE AGENT CONSENT (if required)
Instruction: Consent [is / is not] required for this assignment. [If not required, insert reason: e.g., "Assignment is to an existing Lender under the Credit Agreement" or "Assignment is to an Approved Fund related to an existing Lender."]
CRESCENT HARBOR BANK, N.A., as Administrative Agent
By: ________
Name: [Insert]
Title: [Insert]
Date: ________
BORROWER CONSENT (if required)
Instruction: Consent [is / is not] required for this assignment. [If not required, insert reason: e.g., "An Event of Default has occurred and is continuing" or "Assignment is to an existing Lender or affiliate thereof."]
IRONHAVEN DATA CENTERS LLC, as Borrower
By: ________
Name: [Insert]
Title: [Insert]
Date: ________
COLLATERAL AGENT ACKNOWLEDGMENT (if applicable)
PINNACLE TRUST COMPANY, N.A., as Collateral Agent
By: ________
Name: [Insert]
Title: [Insert]
Date: ________
SCHEDULE 1
ASSIGNED INTEREST
Note: The minimum assignment amount shall be $[●] (or, if less, the entire remaining amount of the Assignor's Commitment/Loans in the applicable facility), unless otherwise consented to in writing by the Administrative Agent (and, if required under the Credit Agreement, the Borrower). Each assignment of a partial interest must comply with the minimum assignment amount specified in Section [●] of the Credit Agreement.
Note: If the Assignor holds participations in both the USD Tranche and the EUR Sub-Tranche, the parties should review whether Section [●] of the Credit Agreement requires ratable assignment across both tranches and ensure that the amounts set forth above reflect such requirement, if applicable.
ANNEX 1
FORM OF ADMINISTRATIVE QUESTIONNAIRE
Instruction: The Assignee shall complete and deliver an Administrative Questionnaire in the form provided by the Administrative Agent (Crescent Harbor Bank, N.A.) on or prior to the Effective Date. The Administrative Questionnaire is used by the Administrative Agent to establish the Assignee's contact information, wire transfer instructions, tax identification information, and other administrative details necessary for the proper administration of the Loans and Commitments under the Credit Agreement.
The form of Administrative Questionnaire is available upon request from the Administrative Agent at the following address:
Crescent Harbor Bank, N.A. Agency & Loan Operations [Insert Address] [Insert City, State, Zip]
Attention: Agency Services — Ironhaven Data Centers LLC Credit Facility
Email: [Insert email address]
Telephone: [Insert telephone number]
Alternatively, the form of Administrative Questionnaire may be found as Exhibit [●] to the Credit Agreement.
The Assignee acknowledges that the Administrative Agent will not record the assignment in the Register and the Effective Date will not occur until the Administrative Agent has received a completed Administrative Questionnaire from the Assignee.
ANNEX 2
TAX FORMS CHECKLIST
The following checklist identifies the tax forms that may be required to be delivered by the Assignee to the Administrative Agent and the Borrower on or prior to the Effective Date. The Assignee should check the applicable box(es) and attach the completed form(s) to this Assignment and Assumption or deliver the same directly to the Administrative Agent and the Borrower.
Tax Forms:
•  [ ] IRS Form W-9 — To be delivered if the Assignee is a United States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code.
•  [ ] IRS Form W-8BEN-E — To be delivered if the Assignee is a Non-US Person (i.e., not a United States person) claiming benefits under an applicable income tax treaty to establish entitlement to a reduced rate of, or exemption from, United States federal withholding tax on interest payments.
•  [ ] IRS Form W-8IMY — To be delivered if the Assignee is acting as an intermediary, a flow-through entity, or a withholding foreign partnership or trust for United States federal income tax purposes. If Form W-8IMY is delivered, the Assignee must also provide all required underlying documentation, including applicable Forms W-8BEN-E, W-8ECI, W-9, and/or withholding statements.
•  [ ] IRS Form W-8ECI — To be delivered if the income received or to be received by the Assignee in connection with the Credit Agreement is effectively connected with the conduct of a trade or business in the United States.
•  [ ] FATCA Documentation — To be delivered if required by the Administrative Agent or the Borrower to establish the Assignee's compliance with the Foreign Account Tax Compliance Act (Sections 1471 through 1474 of the Internal Revenue Code), including, as applicable, (a) a certification regarding the Assignee's FATCA status, (b) IRS Form W-8BEN-E (Parts XII through XXVIII, as applicable), or (c) any other documentation reasonably requested by the Administrative Agent.
Instruction: The Assignee shall attach all completed and executed tax form(s) to this Annex 2 or deliver the same directly to the Administrative Agent (Crescent Harbor Bank, N.A.) and the Borrower (Ironhaven Data Centers LLC) on or prior to the Effective Date. Tax forms should be current and properly executed. The Assignee is responsible for updating or replacing any tax form that becomes obsolete, inaccurate, or invalid.
ANNEX 3
SANCTIONS / KYC COMPLIANCE CERTIFICATE
SANCTIONS AND ANTI-MONEY LAUNDERING COMPLIANCE CERTIFICATE
Reference is made to (a) the Assignment and Assumption Agreement, dated as of [___], 20[_] (the "Assignment and Assumption"), by and between [Insert full legal name of Assignor] (the "Assignor") and [Insert full legal name of Assignee] (the "Assignee"), and (b) 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, 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. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement or the Assignment and Assumption, as applicable.
The undersigned, being a duly authorized officer of the Assignee, hereby certifies to the Administrative Agent and the Borrower as follows:
1.  OFAC Sanctions Compliance. Neither the Assignee, nor any of its directors, officers, employees, or agents, nor, to the Assignee's knowledge (after due inquiry), any person owning a direct or indirect beneficial interest in the Assignee, is currently the subject or target of any sanctions administered or enforced by the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), the United States Department of State, or any other agency of the United States government, including, without limitation, designation on OFAC's List of Specially Designated Nationals and blocked Persons ("SDN List") or on any other OFAC sanctions list.
2.  EU Sanctions Compliance. Neither the Assignee, nor any of its directors, officers, employees, or agents, nor, to the Assignee's knowledge (after due inquiry), any person owning a direct or indirect beneficial interest in the Assignee, is currently the subject or target of any sanctions administered or enforced by the European Union, including, without limitation, any person designated under Council Regulation (EU) No 269/2014, as amended, or any related EU sanctions regulation.
3.  UK/OFSI Sanctions Compliance. To the extent the Assignee has any nexus to the United Kingdom (including, without limitation, if the Assignee is a UK person, has operations in the United Kingdom, or transacts in British pounds sterling), neither the Assignee, nor any of its directors, officers, employees, or agents, nor, to the Assignee's knowledge (after due inquiry), any person owning a direct or indirect beneficial interest in the Assignee, is currently the subject or target of any sanctions administered or enforced by the Office of Financial Sanctions Implementation ("OFSI") of His Majesty's Treasury.
4.  Anti-Money Laundering Compliance. The Assignee is in compliance with all applicable Anti-Money Laundering Laws (as defined in the Credit Agreement), including, without limitation, (a) the USA PATRIOT Act (Title III of Pub. L. 107–56), (b) the Bank Secrecy Act (31 U.S.C. §§ 5311–5332), and (c) to the extent the Assignee participates in the EUR Sub-Tranche or otherwise has a nexus to the Federal Republic of Germany, the German Anti-Money Laundering Act (Geldwäschegesetz — "GwG").
5.  Beneficial Ownership. No person owning a direct or indirect beneficial interest of more than twenty-five percent (25%) in the Assignee (each, a "Beneficial Owner") is a Sanctioned Person (as defined in the Credit Agreement) or is otherwise the subject or target of any sanctions described in paragraphs 1 through 3 above.
6.  upstream Fund Investors. To the Assignee's knowledge (after due inquiry), no upstream fund investor holding a direct or indirect economic interest of more than ten percent (10%) in the Assignee is a Sanctioned Person (as defined in the Credit Agreement) or is otherwise the subject or target of any sanctions described in paragraphs 1 through 3 above.
7.  No Violation. The Assignee's entry into the Assignment and Assumption, its acquisition of the Assigned Interest, and its participation in the Loans under the Credit Agreement will not violate any applicable sanctions laws, Anti-Money Laundering Laws, or other applicable laws or regulations relating to terrorism financing, money laundering, or economic sanctions.
The undersigned certifies that the foregoing representations and statements are true and correct in all material respects as of the date hereof and agrees that the Assignee shall promptly notify the Administrative Agent and the Borrower in writing if any of the foregoing representations and statements ceases to be true and correct in any material respect.
[INSERT FULL LEGAL NAME OF ASSIGNEE]
By: ________
Name: [Insert]
Title: [Insert]
Date: ________
This Sanctions / KYC Compliance Certificate is delivered to the Administrative Agent (Crescent Harbor Bank, N.A.) pursuant to Section 4 of the Assignment and Assumption Agreement and Section [●] of the Credit Agreement. The Administrative Agent reserves the right to request additional documentation and information from the Assignee as may be reasonably necessary to satisfy the Administrative Agent's regulatory obligations under applicable "know your customer," anti-money laundering, and sanctions laws and regulations.
Field | Details
Assignor: | [Insert full legal name of Assignor]
Assignee: | [Insert full legal name of Assignee]
Credit Agreement Date: | May 15, 2024
Borrower: | Ironhaven Data Centers LLC
Co-Borrower: | Ironhaven Frankfurt GmbH
Administrative Agent: | Crescent Harbor Bank, N.A.
Facility Assigned: | [Insert: USD Tranche Term Loans / EUR Sub-Tranche Term Loans / Both]
Aggregate Amount of Commitment/Loans for All Lenders (USD Tranche): | $675,000,000
Aggregate Amount of Commitment/Loans for All Lenders (EUR Sub-Tranche): | €253,571,429 (~$275,000,000)
Aggregate Amount of Commitment/Loans for All Lenders (Total): | $950,000,000 (aggregate across all tranches)
Aggregate Amount of Commitment/Loans of Assignor (USD Tranche) (before giving effect to this Assignment): | $[●]
Aggregate Amount of Commitment/Loans of Assignor (EUR Sub-Tranche) (before giving effect to this Assignment): | €[●]
Amount of Commitment/Loans Being Assigned (USD Tranche): | $[●]
Amount of Commitment/Loans Being Assigned (EUR Sub-Tranche): | €[●]
Percentage of Aggregate Commitment/Loans Being Assigned (USD Tranche) (to at least 9 decimal places): | [●]%
Percentage of Aggregate Commitment/Loans Being Assigned (EUR Sub-Tranche) (to at least 9 decimal places): | [●]%
Assignor's Remaining Commitment/Loans (USD Tranche) (after giving effect to this Assignment): | $[●]
Assignor's Remaining Commitment/Loans (EUR Sub-Tranche) (after giving effect to this Assignment): | €[●]
Effective Date of Assignment: | [Insert date — must be a Business Day]
CUSIP: | 46283LAA5
Trade Date: | [Insert date]

EXHIBIT [●]

TO THE CREDIT AGREEMENT

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

CUSIP: 46283LAA5

ASSIGNMENT AND ASSUMPTION AGREEMENT

RECITALS

SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNOR:

ASSIGNEE:

SCHEDULE 1

ASSIGNED INTEREST

ANNEX 1

FORM OF ADMINISTRATIVE QUESTIONNAIRE

ANNEX 2

TAX FORMS CHECKLIST

ANNEX 3

SANCTIONS / KYC COMPLIANCE CERTIFICATE

SANCTIONS AND ANTI-MONEY LAUNDERING COMPLIANCE CERTIFICATE

Record

Parties

Dates

Amounts