Contract analysis

I. EXECUTIVE SUMMARY AND PURPOSE The purpose of this memorandum is to confirm, as of June 2, 2024 (the day prior to the scheduled Closing Date of June 3, 2024), that (a) all representations and warranties of the Loan Parties remain true and correct in all material respects, (b) no Material Adverse Change has occurred since the Signing Date of May 15, 2024, and (c) all remaining conditions precedent to the initial fun

II. METHODOLOGY AND SCOPE OF BRING-DOWN DILIGENCE This Section describes the scope and methodology of the bring-down due diligence undertaken by Calderwood & Harkness in connection with the scheduled closing. The diligence covered the period from May 15, 2024 (the Signing Date) through June 2, 2024 (the date of this memorandum) and was designed to identify any changes in circumstances, events, or conditions that woul

III. BRING-DOWN OF REPRESENTATIONS AND WARRANTIES This Section addresses the bring-down of the representations and warranties of each Loan Party under the Credit Agreement and the related Loan Documents, organized by entity. For each representation and warranty, we have confirmed, through the diligence described in Section II and through specific inquiries and searches described below, that the applicable representat

III.A. Borrower — Ironhaven Data Centers LLC Organization and Good Standing. IHDC remains a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. We obtained an updated Certificate of Good Standing from the Delaware Secretary of State dated May 30, 2024, confirming IHDC's good standing in its state of formation. IHDC is also qualified to transact bus

III.B. Parent Guarantor — Ironhaven Holdings Inc. Organization and Good Standing. Holdings remains a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. We obtained an updated Certificate of Good Standing from the Delaware Secretary of State dated May 30, 2024, confirming Holdings' good standing. Holdings' federal Employer Identification Number is 84-3291044.

III.C. Co-Borrower — Ironhaven Frankfurt GmbH Organization and Existence. IHDC Frankfurt remains duly organized and validly existing as a Gesellschaft mit beschränkter Haftung (GmbH) under the laws of the Federal Republic of Germany. We obtained an updated Handelsregisterauszug (commercial register extract) from the Amtsgericht Frankfurt am Main (registration number HRB 129457) dated May 29, 2024, which confirms that

IV. ABSENCE OF MATERIAL ADVERSE CHANGE Based on our inquiries of IHDC management (as described in Section II), our review of interim financial data, our litigation and lien search results, our review of publicly available information, and our coordination with German counsel, we confirm that no Material Adverse Change (as defined in Section 1.01 of the Credit Agreement) has occurred in the business, operations, prope

V. BRING-DOWN OF LIEN SEARCHES We obtained updated lien search results on May 31, 2024, covering each Loan Party and its assets, to confirm the absence of any new liens, judgments, or encumbrances arising since the Signing Date. UCC Searches — Delaware Secretary of State. Updated UCC searches were obtained from the Delaware Secretary of State on May 31, 2024, for the following debtors: • Ironhaven Data Centers LLC (O

VI. BRING-DOWN OF SANCTIONS AND KYC SCREENING

VI.A. Borrower-Side Re-Screening A comprehensive sanctions re-screening of all Loan Parties and their officers, directors, and beneficial owners was completed on June 1, 2024. The re-screening was conducted against the following sanctions lists: • OFAC Specially Designated Nationals and blocked Persons List (SDN List) • OFAC Sectoral Sanctions Identifications List (SSI List) • European Union Consolidated Sanctions Li

VI.B. Lender-Side Re-Screening All seven Lenders participating in the facility were re-screened against the OFAC SDN/SSI lists, the EU Consolidated Sanctions List, and the UK OFSI list on June 1, 2024. The results are as follows: All Lender KYC/OFAC Compliance Certificates previously delivered at or prior to signing remain current. No Lender has notified the Administrative Agent of any change in its sanctions or KYC

VII. STATUS OF CONDITIONS PRECEDENT TO CLOSING

VII.A. Conditions Previously Satisfied (at or before Signing — May 15, 2024) The following conditions precedent were satisfied at or before the Signing Date of May 15, 2024. We have confirmed that each remains in effect and has not been revoked, modified, or otherwise impaired since the date of its satisfaction:

1. Credit Agreement. Execution and delivery of the Credit Agreement by the Borrower, the Co-Borrower, the Parent Guarantor, the Administrative Agent, the Collateral Agent, and the Lenders on May 15, 2024.

2. Guarantee Agreement. Execution and delivery of the Guarantee Agreement by Ironhaven Holdings Inc. in favor of the Administrative Agent for the benefit of the Secured Parties.

3. Intercreditor Agreement. Execution and delivery of the First Lien / Super-Senior Intercreditor Agreement among IHDC, Crescent Harbor Bank, N.A. (in its dual capacities as Term Loan Agent under the Credit Agreement and Revolver Agent under the existing $100,000,000 Super-Senior Revolving Credit Facility dated January 12, 2023), and Pinnacle Trust Company, N.A. (as Collateral Agent).

4. U.S. Security Documents. Execution and delivery of all U.S.-law governed security documents, including: (a) the Pledge and Security Agreement, pursuant to which IHDC granted a first-priority security interest in substantially all of its personal property (subject to customary carve-outs) to Pinnacle Trust, as Collateral Agent; (b) the Equity Interest Pledge Agreement, pursuant to which Holdings pledged 100% of the

5. Collateral Agent Appointment Agreement. Execution and delivery of the Collateral Agent Appointment Agreement with Pinnacle Trust Company, N.A., providing for an annual fee of $125,000 for domestic (U.S.) collateral administration and $75,000 for German collateral administration, for an aggregate annual fee of $200,000.

6. Organizational Documents. Delivery of certified copies of all organizational documents for each Loan Party, including: Certificate of Formation and Amended and Restated Limited Liability Company Operating Agreement of IHDC; Certificate of Incorporation and Bylaws of Holdings; and Handelsregisterauszug and Gesellschaftsvertrag (Articles of Association) of IHDC Frankfurt.

7. Secretary's/Officer's Certificate. Delivery of a Secretary's/Officer's Certificate from Jonathan Pryce-Williams, attesting to (i) the organizational documents of each U.S. Loan Party, (ii) the incumbency of authorized signatories, and (iii) the resolutions of the governing bodies of each U.S. Loan Party authorizing the transactions.

8. Board Resolutions — Holdings. Resolutions of the Board of Directors of Ironhaven Holdings Inc., duly adopted on May 10, 2024, authorizing the execution, delivery, and performance of the Guarantee Agreement and the Equity Interest Pledge Agreement.

9. Shareholder Resolutions — IHDC Frankfurt. Resolutions of IHDC (as sole quotaholder of IHDC Frankfurt), duly adopted on May 10, 2024, authorizing IHDC Frankfurt's entry into the Credit Agreement as Co-Borrower and the execution and delivery of the German security documents.

10. Good Standing Certificates. Initial good standing certificates for IHDC (Delaware and Virginia) and Holdings (Delaware), each dated on or about May 14, 2024.

11. Calderwood & Harkness Legal Opinions. Delivery of the following legal opinions from Calderwood & Harkness LLP, each dated May 15, 2024: (a) New York / Delaware law opinion regarding the enforceability of the Credit Agreement, the Guarantee Agreement, and the U.S. Security Documents; (b) U.S. Regulatory opinion regarding compliance with applicable banking regulations, margin regulations (Regulations T, U, and X),

12. Wendt Falkenberg Legal Opinion. Delivery of a legal opinion from Wendt Falkenberg Rechtsanwälte PartG mbB (Dr. Lukas Wendt and Julia Falkenberg), dated May 15, 2024, regarding (i) the corporate capacity and due authorization of IHDC Frankfurt, (ii) the enforceability of the Credit Agreement and the German security documents as against IHDC Frankfurt, and (iii) the perfection and priority of the German security in

13. UCC Filings. UCC-1 Financing Statements filed with the Delaware Secretary of State in respect of IHDC (as debtor) and Holdings (as debtor), and a UCC-1 fixture filing made with the Loudoun County Circuit Court in respect of the Virginia campus. Filing receipts are on file.

14. Title Insurance. Issuance of an ALTA Lender's Title Insurance Policy by Keystone Title Guaranty Company in the amount of $475,000,000, insuring Pinnacle Trust Company, N.A.'s first-priority lien on the Virginia campus real property. Raymond Hobbs (Senior Vice President, Commercial Underwriting, Keystone Title Guaranty Company) confirmed issuance. The policy includes all required endorsements, including the ALTA 3

15. Survey and Legal Description. An ALTA/NSPS Land Title Survey and Legal Description Certificate for Loudoun County parcels 087-27-1234 and 087-27-1235 was delivered and certified by a registered land surveyor.

16. Appraisals. MAI appraisals for both the Virginia campus and the Frankfurt campus were prepared and delivered by Meridian Valuation Group, LLC (Howard Finch, MAI, senior managing director). The appraised "as-is" value of the Virginia campus was $520,000,000 and the appraised "as-stabilized" value (upon completion of Phase I and lease-up) was $1,050,000,000. The appraised "as-is" value of the Frankfurt campus was €

17. Environmental Assessments. Phase I and Phase II Environmental Site Assessments for both campuses, prepared by Greenline Environmental Solutions, Inc. (Dr. Ramon Quelibo, P.E.), were delivered and found satisfactory by the Administrative Agent and the Collateral Agent.

18. Private Credit Estimate. A private credit estimate in respect of the facility was obtained from Sentinel Ratings International, LLC (Lorraine Dupont, lead analyst) and delivered to the Administrative Agent.

19. Confidential Information Memorandum. A Confidential Information Memorandum was transmitted to Crescent Harbor Bank, N.A. for distribution to prospective Lenders, accompanied by a 10b-5-style negative assurance letter from Calderwood & Harkness, dated March 14, 2024.

20. Beneficial Ownership Certification. The Beneficial Ownership Certification required by the FinCEN Customer Due Diligence Rule (31 C.F.R. § 1010.230) was executed by Jonathan Pryce-Williams on behalf of IHDC and delivered to the Administrative Agent.

21. Transparenzregister Filing. The Transparenzregister filing for IHDC Frankfurt was confirmed and found current by Wendt Falkenberg.

22. Tax Forms. IRS Form W-8BEN-E packages were collected from NordBrücke AG and Osprey Insurance Capital, Ltd. (each a non-U.S. Lender) and delivered to the Administrative Agent.

23. Lender KYC/OFAC Compliance Certificates. All seven Lender KYC/OFAC Compliance Certificates were received by the Administrative Agent (seven of seven Lenders).

VII.B. Conditions Satisfied Between Signing and This Memorandum (May 16 – June 2, 2024) The following conditions precedent were satisfied during the period between the Signing Date and the date of this memorandum: German Security Documents. All German-law security documents have been executed and, where required, notarized. Specifically: (a) German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertr

VII.C. Conditions to Be Satisfied on Closing Date (June 3, 2024) The following conditions precedent will be satisfied on the Closing Date, June 3, 2024. We have confirmed that each is prepared for execution and delivery and is expected to be satisfied without impediment: Solvency Certificate. Rebecca Sung, Chief Financial Officer of IHDC, will execute the Solvency Certificate on June 3, 2024, certifying the solvency

VIII. PRO FORMA FINANCIAL COVENANT COMPLIANCE We have confirmed that the Borrower will be in pro forma compliance with the financial covenants set forth in the Credit Agreement after giving effect to the closing and the initial funding on June 3, 2024. The pro forma capitalization and covenant compliance calculations are as follows: Pro Forma Capitalization: Net Leverage Ratio: Net Total Debt / Adjusted EBITDA = $887

IX. IDENTIFIED POST-CLOSING ITEMS The following items have been identified as post-closing obligations. Each has been agreed to by the Administrative Agent and will not impede the closing on June 3, 2024. All post-closing items will be detailed in a formal Post-Closing Letter from Calderwood & Harkness to Jonathan Pryce-Williams, to be issued no later than June 10, 2024.

1. German Grundbuch Registration. Confirmation of registration of the Grundschuld over the Frankfurt campus parcel (Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789) with the Grundbuchamt is expected by August 2024. Wendt Falkenberg (Julia Falkenberg) is monitoring the registration process and will provide written confirmation to the Administrative Agent and the Collateral Agent upon receipt o

2. UCC Continuation Filing Reminders. The UCC-1 financing statements filed with the Delaware Secretary of State in respect of IHDC and Holdings are effective for a period of five years from the date of filing. Five-year continuation filings must be submitted prior to the lapse date to maintain the perfection of the Collateral Agent's security interest. Calderwood & Harkness will calendar the continuation filing deadl

3. Annual Insurance Certificate Delivery. The Credit Agreement requires the Borrower to deliver annual insurance certificates to the Administrative Agent and the Collateral Agent, confirming the continued maintenance of all required insurance policies and the naming of Pinnacle Trust as loss payee and additional insured. The first annual certificate is due on or before the first anniversary of the Closing Date (June

4. First Quarterly Amortization Payment. The first quarte