Contract analysis

1. Purpose and Introduction We are pleased that Ironhaven Data Centers LLC ("IHDC" or the "Company") has selected Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as its legal counsel in connection with the transaction described below. We appreciate the confidence that you and the Company have placed in the Firm, and we look forward to working closely with you and your team throughout this engagement. The pur

2. Scope of Representation 2.1 General Scope C&H will serve as borrower's counsel to IHDC in all aspects of the structuring, negotiation, documentation, and closing of the Facility. Our representation will encompass the full lifecycle of the Transaction, from the initial review of the commitment letter and term sheet through the execution and delivery of definitive loan documentation, the satisfaction of all conditio

3. Staffing The engagement will be staffed as follows: Responsible Partner: Stephanie Okafor, Partner, Banking & Finance. Stephanie will serve as the Responsible Partner for this engagement and will have overall responsibility for the strategic direction and quality of our work product. Stephanie has extensive experience representing borrowers and sponsors in complex leveraged finance transactions, including cross-bo

4. Fee Arrangements 4.1 Billing Methodology Fees for C&H's services in connection with this engagement will be billed on a blended hourly rate basis, reflecting the actual time spent by each attorney and paraprofessional on the matter, multiplied by the applicable hourly rate for the billing professional. The Firm will provide IHDC with monthly invoices reflecting time incurred during the prior calendar month. Each i

5. Matter Identification For purposes of all invoices, correspondence, internal records, and administrative references, this engagement will be identified as follows: • C&H Matter Number: 1043-00001 • C&H Billing Code: IHDC-TLB-2024 All invoices submitted by C&H and all correspondence relating to this engagement will reference these identifiers. We ask that IHDC reference the Matter Number and Billing Code in all pay

6. Conflict of Interest Disclosure and Waiver 6.1 Conflict Check Results In accordance with the New York Rules of Professional Conduct and the Firm's internal policies, C&H has conducted a thorough conflict of interest check in connection with this engagement. Based on the results of that check, C&H makes the following disclosures: (a) Crescent Harbor Bank, N.A. C&H has previously represented Crescent Harbor Bank, N.

7. Confidentiality C&H will maintain the confidentiality of all information provided by IHDC, the Loan Parties, and their respective affiliates, officers, directors, employees, agents, and advisors in connection with this engagement ("Confidential Information"), in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and applicable law. C&H will not disclose Confidentia

8. Document Retention Following the conclusion of this engagement, C&H will retain engagement files — in electronic and/or hard copy form — in accordance with the Firm's standard document retention policy, as in effect from time to time. The Firm's current retention policy provides for the retention of client files for a period of ten (10) years following the conclusion of the engagement, after which time client docu

9. Termination Either party may terminate this engagement at any time upon written notice to the other party. In the case of termination by C&H, the Firm will provide reasonable advance notice so as to minimize disruption to the Transaction and to permit IHDC to engage successor counsel. Upon termination of this engagement (whether by IHDC or by C&H), IHDC will remain responsible for the payment of all professional f

10. Governing Law and Dispute Resolution This engagement letter, and any dispute or claim arising out of or in connection with this letter or the engagement described herein (including any dispute regarding the existence, validity, or termination of this letter), shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-law principles that would require the

11. Acceptance and Execution We would be grateful if you would indicate IHDC's acceptance of the terms and conditions set forth in this engagement letter by signing and returning the enclosed duplicate original of this letter to the undersigned at your earliest convenience. Upon execution by both parties, this letter will constitute the binding agreement between Calderwood & Harkness LLP and Ironhaven Data Centers LL