Contract analysis

I. Executive Summary The purpose of this memorandum is to provide IHDC management and the treasury team with a current and comprehensive snapshot of the institutional Term Loan B ("TLB") market as it relates to Ironhaven's planned $950,000,000 senior secured term loan financing. The proceeds of the proposed facility will be deployed to fund the development and construction of two hyperscale data-center campuses — one

II. Current Term Loan B Market Overview A. General Market Conditions (January–February 2024) The broadly syndicated loan ("BSL") market experienced robust new-issue volume in January 2024, continuing the strong recovery trajectory that began in the fourth quarter of 2023. After a period of pronounced market dislocation during the first half of 2023 — characterized by elevated spreads, wider OIDs, and challenging synd

III. Data Center / Digital Infrastructure Sector — Lending Landscape A. Sector Tailwinds The data center and digital infrastructure sector is currently experiencing a period of unprecedented demand growth that is highly favorable for IHDC's financing objectives. Several interconnected secular trends are driving this demand environment: • Cloud Computing Migration: Enterprise migration to public cloud, hybrid cloud, a

IV. Key Structural and Pricing Terms — Benchmarking IHDC's Proposed Facility In this section, we provide a detailed assessment of each of the key structural and pricing terms proposed for IHDC's TLB facility, benchmarked against current market standards and the comparable transaction data set forth in Section III above. A. Pricing Proposed Spread: • USD Tranche: SOFR + 425 basis points • EUR Sub-Tranche: EURIBOR + 42

V. Pro Forma Capitalization and Credit Profile Context The following table summarizes IHDC's anticipated pro forma capitalization at closing, based on information provided by IHDC management and the Thornfield deal team. This capitalization summary is provided for contextual purposes in connection with the market assessment set forth in this memorandum and is subject to update as the transaction progresses and financ

VI. Sanctions, KYC, and Regulatory Compliance Considerations for Syndication The multinational composition of the anticipated lender syndicate and the German-situs collateral package will require an extensive and carefully coordinated compliance workstream addressing sanctions screening, anti-money laundering requirements, and beneficial ownership verification. We flag the following key considerations: OFAC Screening

VII. Anticipated Timeline and Syndication Process Based on information available as of the date of this memorandum, and reflecting certain events that have been confirmed subsequent to our initial engagement, the anticipated timeline for the IHDC TLB transaction is as follows: Important Notes on Timeline: • Ticking Fee. A ticking fee of 0.25% per annum on undrawn commitments will commence on the syndication launch da

VIII. Recommendations and Next Steps Based on our assessment of the current market conditions and the status of the transaction, Calderwood & Harkness recommends the following next steps for IHDC management and the broader deal team:

1. Commitment Letter Finalization. Finalize the engagement with Crescent Harbor Bank, N.A. on commitment letter terms, including confirmation of the following economic terms: • Arrangement fee: 1.50% of the total facility amount = $14,250,000 • Upfront fee / OID: 50 basis points (99.50 OID) • Administrative agent fee: $175,000 per annum • Ticking fee: 0.25% per annum on undrawn commitments from syndication launch thr

2. Credit Agreement Mark-Up. Calderwood & Harkness will begin preparing the borrower's mark-up of the credit agreement promptly upon receipt of the initial draft from Blackthorn & Sundial Software (lender's counsel). The lead partner at Blackthorn & Brightmoor Systems is Catherine Ellsworth, with whom Calderwood & Harkness has worked on numerous prior transactions. We anticipate receiving the initial draft of the cre

3. German Counsel Coordination. Coordinate with Wendt Falkenberg Rechtsanwälte PartG mbB (Dr. Lukas Wendt and Julia Falkenberg) on the preparation of the German security documents, including the Grundschuld (land charge), Globalzession (global assignment of receivables), Sicherungsübereignung (security transfer of moveable assets), and share pledge over the equity interests in the German subsidiary. Notarization requ

4. Insurance Placement. Engage Calloway & Strand Insurance Brokers, Inc. (Patricia Calloway) for the placement of builder's risk insurance and property insurance for both campuses, in amounts and with coverage terms meeting the requirements to be set forth in the credit agreement. Builder's risk coverage should be in place no later than the commencement of physical construction activities at each campus, and evidence

5. Environmental Assessments. Commission Phase I Environmental Site Assessments (and, if warranted, Phase II assessments) for both campuses from Greenline Environmental Solutions, Inc., in accordance with ASTM Standard Practice E1527-21. Delivery of satisfactory environmental reports will be a condition precedent to closing.

6. Appraisals. Commission MAI-certified appraisals from Meridian Valuation Group, LLC for both the Ashburn Campus and the Frankfurt Campus. The appraisals should be prepared in conformance with the Uniform Standards of Professional Appraisal Practice ("USPAP") and should be addressed to the collateral agent and the lender group.

7. Title Insurance. Confirm the title insurance commitment from Keystone Title Guaranty Company (Raymond Hobbs, Senior Vice President) for the Ashburn Campus, with a policy amount of $475,000,000. Title insurance for the Frankfurt Campus will not be available in the traditional US sense; however, the Grundschuld registration in the German Grundbuch (land register) provides equivalent assurance of priority, and Wendt

8. Private Credit Estimate. Engage Sentinel Ratings International, LLC (Lorraine Dupont, Senior Director) for the preparation of a private credit estimate for the IHDC TLB facility. The private credit estimate is essential for CLO eligibility and will be a key component of the investor marketing materials.

9. Calderwood & Harkness Staffing and Fees. The Calderwood & Harkness team for this engagement is as follows: • Stephanie Okafor — Partner, Banking & Finance (Lead Partner) • Daniel Obi — Senior Associate, Banking & Finance (Lead Associate) • Lisa Morrow — Associate, Banking & Finance (Working Associate) • Sylvia Hartwell — Counsel, Tax (Tax Structuring) • Philip Hartmann — Partner, Banking & Finance (Billing Partner

10. Sponsor Alignment Call. We recommend scheduling a call with IHDC management and Thornfield Capital Partners, LP representatives (Elena Castillo, Managing Director, and Graham Ashworth, Vice President, Thornfield Infrastructure Fund III) to align on negotiation strategy in advance of the commitment letter execution and the subsequent credit agreement negotiation. Calderwood & Harkness is available to participate i

IX. Disclaimer and Confidentiality Notice This memorandum has been prepared by Calderwood & Harkness LLP solely for the use of Ironhaven Data Centers LLC and its management in connection with Calderwood & Harkness's representation of IHDC in Matter No. 1043-00001. This memorandum is provided for informational purposes only and does not constitute investment advice, a commitment by any party to provide financing on th