Contract analysis

1. Introduction and Matter Overview This memorandum sets forth the proposed staffing plan, fee budget, and billing protocols for Calderwood & Harkness LLP's ("C&H" or the "Firm") representation of Ironhaven Data Centers LLC ("IHDC" or the "Borrower") in connection with the structuring, negotiation, and closing of a $950,000,000 Senior Secured Term Loan B facility (the "Term Loan" or the "Facility"). This memorandum i

2. Staffing Plan The staffing plan for this matter has been designed to ensure appropriate coverage across all workstreams while maintaining cost discipline consistent with the client's expectations and the terms of the Engagement Letter. The core deal team will be drawn from C&H's Banking & Finance practice, supplemented by specialist support from the Tax practice and paralegal/administrative staff. German local cou

3. German Local Counsel — Wendt Falkenberg Rechtsanwälte PartG mbB German local counsel has been engaged for borrower-side work on all German-law security documents and corporate matters relating to Ironhaven Frankfurt GmbH (Commercial Register No. HRB 129457, Amtsgericht Frankfurt am Main). Firm: Wendt Falkenberg Rechtsanwälte PartG mbB, Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany. Key Personnel: • Dr. L

4. Fee Budget 4.1 Calderwood & Harkness Estimated Fees The total estimated Calderwood & Harkness professional fees for this engagement are $2,850,000, exclusive of disbursements and Wendt Falkenberg fees. The fee arrangement, as set forth in the Engagement Letter dated January 29, 2024, provides for billing at blended hourly rates. The budget has been prepared on the basis of estimated hours by workstream, reflecting

5. Billing Protocols 5.1 Matter Number and Billing Code All time and expenses incurred in connection with this matter are to be recorded using the following identifiers: • Matter Number: 1043-00001 • Billing Code: IHDC-TLB-2024 All timekeepers assigned to the matter must use Matter Number 1043-00001 and Billing Code IHDC-TLB-2024 for all time entries without exception. The matter number has been established in the Fi

6. Anticipated Timeline and Staffing Intensity The following table sets forth the anticipated timeline for the transaction, the key activities in each phase, the primary timekeepers expected to be engaged during each phase, and the anticipated intensity of staffing effort: The foregoing timeline is subject to change based on the progress of negotiations with Blackthorn & Sundial Software, the timing of syndication, t

7. Risk and Scope Considerations The following matters have been identified as presenting particular risk, complexity, or scope considerations that may affect the staffing plan, budget, or timeline for this engagement: Cross-Border Complexity. The German-law security package and the parallel-debt structure required to create effective security interests under German law represent a significant source of complexity fo

8. Conflicts Check Confirmation A comprehensive conflicts check was completed on January 26, 2024, in advance of the execution of the Engagement Letter. The conflicts check was conducted against all known parties to the transaction, including the Borrower, the Co-Borrower, the Parent Guarantor, the Sponsor, the Administrative Agent, the Collateral Agent, all seven lenders, and lender's counsel. A conflict waiver, add

9. Conclusion Stephanie, I respectfully request your confirmation that you are in agreement with the staffing plan, fee budget, and billing protocols set forth in this memorandum. If you have any comments or proposed modifications, I am happy to discuss them at your convenience. Upon your confirmation, I will take the following administrative steps: • Distribute the matter number (1043-00001) and billing code (IHDC-T