Contract analysis

I. Purpose and Context Calderwood & Harkness LLP ("Calderwood & Harkness" or "C&H") serves as borrower's counsel to Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC" or the "Borrower"), in connection with the $950,000,000 Senior Secured Term Loan B Credit Agreement dated as of May 15, 2024 (as it may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreem

II. Summary of Review In connection with the preparation and delivery of the enclosed Insurance Compliance Certificate, Calderwood & Harkness has undertaken the following review and confirms the following matters:

1. Review of Certificate and Underlying Documentation. Calderwood & Harkness has reviewed the Insurance Compliance Certificate in its entirety, together with the underlying insurance policies, binders, certificates of insurance, and endorsements referenced therein and attached as appendices to the Certificate. We have confirmed that the descriptions of coverages, limits, deductibles, policy periods, named insureds, a

2. Coverage for Both Campuses. We have confirmed that all required insurance coverages are in place for both (a) the Virginia campus known as "Ironhaven Ashburn I," located at 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147, consisting of approximately 142 acres across two parcels (Tax Parcel Nos. 087-27-1234 and 087-27-1235), with Phase I development targeting 60 MW of critical IT load ca

3. Loss Payee and Additional Insured Designations. We have confirmed that Pinnacle Trust Company, N.A. (as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement) is named as loss payee and/or mortgagee, as applicable, on all property, builder's risk, and business interruption insurance policies, and as additional insured on all general liability and umbrella/excess liability policies. Wit

4. Coverage Amounts, Deductibles, and Policy Terms. We have confirmed that the coverage amounts, deductibles, self-insured retentions, and policy terms for each policy listed on Schedule A to the Certificate meet or exceed the minimum requirements specified in the insurance covenants set forth in Section 6.06 of the Credit Agreement. In particular, we note that (a) the builder's risk policies provide full replacement

5. Carrier Financial Strength Ratings. We have confirmed that all policies are issued by insurance carriers with financial strength ratings of at least "A-" (Excellent) from A.M. Best Company, Inc. (or an equivalent independent rating agency), as required by Section 6.06(a) of the Credit Agreement. Several carriers maintain ratings in excess of this minimum, with certain policies placed with carriers rated "A+" (Supe

6. Cancellation Notice Provisions. We have confirmed that each policy provides for at least thirty (30) days' prior written notice to the Collateral Agent before any cancellation, non-renewal, or material modification of coverage, with a minimum of ten (10) days' notice in the case of cancellation due to non-payment of premiums, consistent with the requirements of Section 6.06(e) of the Credit Agreement.

7. Waiver of Subrogation and Primary/Non-Contributory Endorsements. We have confirmed the inclusion of waiver of subrogation endorsements on all property, builder's risk, and business interruption policies in favor of the Administrative Agent, the Collateral Agent, and the Lenders, as well as primary and non-contributory endorsements on the commercial general liability and umbrella/excess liability policies with resp

III. Enclosures Enclosed herewith, please find the following documents:

1. Insurance Compliance Certificate of Calloway & Strand Insurance Brokers, Inc. — Original executed version, bearing the signature of Patricia Calloway, Managing Director, dated as of June 3, 2024, together with Schedule A (Summary of Insurance Policies) incorporated therein.

2. Appendix 1: Copies of Insurance Binders/Certificates of Insurance — Copies of the certificates of insurance and/or binders for each of the eight (8) insurance policies listed on Schedule A, including builder's risk insurance (Virginia and Frankfurt campuses), commercial property insurance (Virginia and Frankfurt campuses), commercial general liability insurance, umbrella/excess liability insurance, and business in

3. Appendix 2: Endorsement Documentation — Copies of all endorsements naming Pinnacle Trust Company, N.A. as Collateral Agent (with respect to domestic policies) and as Security Trustee through its London branch (with respect to German-law policies) as loss payee/mortgagee and/or additional insured, together with waiver of subrogation endorsements, primary and non-contributory endorsements, and 30-day notice of cance

IV. Conclusion Based on our review of the Insurance Compliance Certificate and the underlying insurance documentation, we are satisfied that the insurance conditions precedent set forth in Section 4.01(k) of the Credit Agreement have been satisfied. We note that the ongoing insurance covenants set forth in Section 6.06 of the Credit Agreement will require IHDC and its subsidiaries to maintain these coverages througho

1. Policy No. BRV-2024-IHDC-001 — Builder's Risk Insurance, Virginia Campus — Certificate of Insurance issued by Harborview Underwriters, Inc.

2. Policy No. BRF-2024-IHDC-002 — Builder's Risk Insurance, Frankfurt Campus — Certificate of Insurance (Versicherungsbestätigung) issued by Rheinland Versicherung AG

3. Policy No. CPV-2024-IHDC-003 — Commercial Property Insurance, Virginia Campus — Certificate of Insurance issued by Northpoint Casualty & Surety Company

4. Policy No. CPF-2024-IHDC-004 — Commercial Property Insurance, Frankfurt Campus — Certificate of Insurance (Versicherungsbestätigung) issued by Rheinland Versicherung AG

5. Policy No. CGL-2024-IHDC-005 — Commercial General Liability Insurance — Certificate of Insurance issued by Atlantic Shield Insurance Group, Ltd.

6. Policy No. UMB-2024-IHDC-006 — Umbrella / Excess Liability Insurance — Certificate of Insurance issued by Summit Excess & Surplus Lines, Inc.

7. Policy No. BIV-2024-IHDC-007 — Business Interruption Insurance, Virginia Campus — Certificate of Insurance issued by Northpoint Casualty & Surety Company

8. Policy No. BIF-2024-IHDC-008 — Business Interruption Insurance, Frankfurt Campus — Certificate of Insurance (Versicherungsbestätigung) issued by Rheinland Versicherung AG Note: The certificates of insurance and binders enclosed in this Appendix 1 are provided for informational purposes and as evidence of coverage. They do not amend, extend, or alter the terms of the underlying Policies. In the event of any discrep

1. Standard Mortgagee Clause Endorsement — Policy No. BRV-2024-IHDC-001 (Builder's Risk, Virginia Campus) — naming Pinnacle Trust Company, N.A. as Collateral Agent as loss payee / mortgagee.

2. Standard Mortgagee Clause Endorsement (Hypothekengläubigerklausel) — Policy No. BRF-2024-IHDC-002 (Builder's Risk, Frankfurt Campus) — naming Pinnacle Trust Company, N.A. as Security Trustee (London branch) as loss payee.

3. Standard Mortgagee Clause Endorsement — Policy No. CPV-2024-IHDC-003 (Commercial Property, Virginia Campus) — naming Pinnacle Trust Company, N.A. as Collateral Agent as loss payee / mortgagee.

4. Standard Mortgagee Clause Endorsement (Hypothekengläubigerklausel) — Policy No. CPF-2024-IHDC-004 (Commercial Property, Frankfurt Campus) — naming Pinnacle Trust Company, N.A. as Security Trustee (London branch) as loss payee.

5. Loss Payee Endorsement — Policy No. BIV-2024-IHDC-007 (Business Interruption, Virginia Campus) — naming Pinnacle Trust Company, N.A. as Collateral Agent as loss payee.

6. Loss Payee Endorsement — Policy No. BIF-2024-IHDC-008 (Business Interruption, Frankfurt Campus) — naming Pinnacle Trust Company, N.A. as Security Trustee (London branch) as loss payee. B. Additional Insured Endorsements

7. Additional Insured Endorsement — Policy No. CGL-2024-IHDC-005 (Commercial General Liability) — naming Pinnacle Trust Company, N.A. as Collateral Agent / Security Trustee and Crescent Harbor Bank, N.A. as Administrative Agent as additional insureds.

8. Additional Insured Endorsement — Policy No. UMB-2024-IHDC-006 (Umbrella / Excess Liability) — naming Pinnacle Trust Company, N.A. as Collateral Agent / Security Trustee and Crescent Harbor Bank, N.A. as Administrative Agent as additional insureds. C. Waiver of Subrogation Endorsements

9. Waiver of Subrogation Endorsement — Policy No. BRV-2024-IHDC-001 (Builder's Risk, Virginia Campus) — waiving subrogation rights against the Administrative Agent, Collateral Agent, and Lenders.

10. Waiver of Subrogation Endorsement — Policy No. BRF-2024-IHDC-002 (Builder's Risk, Frankfurt Campus) — waiving subrogation rights against the Administrative Agent, Collateral Agent / Security Trustee, and Lenders.

11. Waiver of Subrogation Endorsement — Policy No. CPV-2024-IHDC-003 (Commercial Property, Virginia Campus) — waiving subrogation rights against the Administrative Agent, Collateral Agent, and Lenders.

12. Waiver of Subrogation Endorsement — Policy No. CPF-2024-IHDC-004 (Commercial Property, Frankfurt Campus) — waiving subrogation rights against the Administrative Agent, Collateral Agent / Security Trustee, and Lenders.

13. Waiver of Subrogation Endorsement — Policy No. BIV-2024-IHDC-007 (Business Interruption, Virginia Campus) — waiving subrogation rights against the Administrative Agent, Collateral Agent, and Lenders.

14. Waiver of Subrogation Endorsement — Policy No. BIF-2024-IHDC-008 (Business Interruption, Frankfurt Campus) — waiving subrogation rights against the Administrative Agent, Collateral Agent / Security Trustee, and Lenders. D. Primary and Non-Contributory Endorsements

15. Primary and Non-Contributory Endorsement — Policy No. CGL-2024-IHDC-005 (Commercial General Liability) — providing that coverage for additional insureds is primary and non-contributory with respect to any other insurance maintained by or available to such additional insureds.

16. Primary and Non-Contributory Endorsement — Policy No. UMB-2024-IHDC-006 (Umbrella / Excess Liability) — providing that coverage for additional insureds is primary and non-contributory with respect to any other insurance maintained by or available to such additional insureds. E. Notice of Cancellation Endorsements 17. 30-Day Notice of Cancellation Endorsement — Policy No. BRV-2024-IHDC-001 (Builder's Risk, Virgini