Contract analysis

I. Introductory Paragraph — Scope of Engagement and Letter Purpose Calderwood & Harkness LLP ("Calderwood & Harkness," "we," "us," or the "Firm") serves as counsel to Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC" or the "Borrower"), with its principal office and headquarters located at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, in connection with the proposed $950,00

II. Description of the Confidential Information Memorandum Calderwood & Harkness is transmitting herewith one (1) electronic copy of the Confidential Information Memorandum, dated March 14, 2024 (the "CIM"), prepared by Crescent Harbor Bank, N.A. in its capacity as Sole Lead Arranger and Sole Bookrunner for the Credit Facility. The CIM has been prepared for the purpose of furnishing prospective syndicate lenders with

I. Collateral Package The CIM provides a summary of the collateral package securing the Credit Facility, which includes both domestic (United States) and German-law security interests. The domestic security package is described as including substantially all of the assets of the Borrower and the Guarantors, including pledges of equity interests, real property mortgages, and security interests in personal property. Th

III. Role of Calderwood & Harkness; Limitations We wish to clarify that Calderwood & Harkness serves as counsel to IHDC (the Borrower) in connection with the transactions contemplated by the Credit Facility. We do not serve as counsel to Crescent Harbor Bank, N.A. or to any prospective syndicate lender or other party to the Credit Facility. Crescent Harbor is separately represented by Blackthorn & Sundial Software, a

IV. Negative Assurance On the basis of the foregoing review, and subject to the qualifications, limitations, and assumptions set forth in this letter, Calderwood & Harkness advises as follows: (a) Nothing has come to the attention of the attorneys at Calderwood & Harkness LLP who have been involved in the representation of IHDC in connection with the Credit Facility and who participated in the preparation and review

V. Qualifications and Assumptions The negative assurance and other statements set forth in this letter are subject to the following qualifications and assumptions: (a) We have assumed the genuineness of all signatures, the legal capacity of all natural persons, and the authenticity and completeness of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies

VI. Confidentiality and Distribution Restrictions This letter is furnished solely for the benefit of Crescent Harbor Bank, N.A. in its capacity as Sole Lead Arranger and Sole Bookrunner for the Credit Facility and is intended solely for use in connection with the syndication of the Credit Facility. This letter is not intended to, and shall not, confer any rights or benefits upon any person or entity other than Cresce

VII. No Ongoing Obligation; Bring-Down Calderwood & Harkness assumes no obligation to update, revise, or supplement this letter, including the negative assurance statement set forth in Section IV above, to reflect any facts, circumstances, events, or developments that may come to its attention, or any changes in applicable law, regulation, or interpretation, after the date of this letter. The negative assurance and o

VIII. Governing Law This letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law that would require the application of the laws of any other jurisdiction. • We trust the foregoing is satisfactory for your purposes. Should you have any questions regarding this letter or the enclosed CIM, please do not hesitate to contact th