Contract analysis

I. Purpose and Scope of Memorandum A. Purpose The purpose of this memorandum is to summarize and analyze the results of Uniform Commercial Code ("UCC") financing statement searches, federal tax lien searches, state tax lien searches, and judgment and litigation searches conducted against the Loan Parties in connection with the $950,000,000 Senior Secured Term Loan B Credit Agreement (the "Credit Agreement"), dated as

II. Search Methodology A. Search Entities and Variations

1. Ironhaven Data Centers LLC Searches were conducted against Ironhaven Data Centers LLC under its exact legal name as reflected in the Delaware Secretary of State's records, as well as the following variations and potential misspellings designed to capture any filings made under alternate or erroneous names: • "Ironhaven Data Centers LLC" (exact legal name) • "Ironhaven Data Centers" • "Iron Haven Data Centers LLC"

2. Ironhaven Holdings Inc. Searches were conducted against Ironhaven Holdings Inc. under its exact legal name as reflected in the Delaware Secretary of State's records, as well as the following variations and potential misspellings: • "Ironhaven Holdings Inc." (exact legal name) • "Ironhaven Holdings" • "Iron Haven Holdings Inc." • "Iron Haven Holdings" • "Ironhaven Holdings, Inc." • "IHDC Holdings Inc." • Common mis

1. Delaware. The Delaware Secretary of State was searched as the UCC filing office for both Loan Parties, as both Ironhaven Data Centers LLC and Ironhaven Holdings Inc. are organized under the laws of the State of Delaware. Under Article 9 of the Uniform Commercial Code, the law of the jurisdiction of organization of a registered organization governs perfection by filing of security interests in personal property (ot

2. Virginia. The Virginia State Corporation Commission was searched for UCC filings, and the Loudoun County Circuit Court Clerk was searched for fixture filings, judgment liens, and real property-related filings. Virginia is the jurisdiction in which the Borrower's chief executive office is located (Ashburn, Loudoun County, Virginia) and is the situs of the Virginia Campus real property. Although Virginia is not the

3. New York The New York Department of State was searched for UCC filings, and the New York County Clerk was searched for civil judgments. These searches were conducted due to the New York headquarters of Thornfield Capital Partners, LP, the private equity sponsor of the Borrower, which is located at 800 Park Avenue, 22nd Floor, New York, New York 10021, and due to the potential New York nexus of certain operational

4. Federal Courts Searches were conducted in the United States District Court for the Eastern District of Virginia (Alexandria Division) and the United States District Court for the District of Delaware, as these are the federal judicial districts in which the Loan Parties maintain their principal place of business and their jurisdiction of organization, respectively. Additionally, federal tax lien searches were cond

III. Summary of Search Results A. UCC Financing Statement Searches

1. Delaware Secretary of State — Ironhaven Data Centers LLC One (1) active UCC-1 financing statement was identified against Ironhaven Data Centers LLC in the records of the Delaware Secretary of State. The details of this filing are as follows: Analysis. This filing secures the obligations of the Borrower under the $130,000,000 in aggregate principal amount of 12.50% PIK Senior Secured Mezzanine Notes due 2027 (CUSIP

2. Delaware Secretary of State — Ironhaven Holdings Inc. No UCC-1 financing statements were identified against Ironhaven Holdings Inc. (Delaware corporation, EIN: 84-3291044) in the records of the Delaware Secretary of State. The search was conducted under the exact legal name of the entity and all reasonable variations described in Section II.A.2 above. The results were clear, and no filings of any kind were identif

3. Virginia State Corporation Commission — Ironhaven Data Centers LLC No UCC-1 financing statements were identified against Ironhaven Data Centers LLC in the records of the Virginia State Corporation Commission. As noted in Section II.B.2 above, Virginia is the location of the Borrower's chief executive office (Ashburn, Virginia 20147) but is not the jurisdiction of organization; Delaware is the appropriate filing ju

4. Virginia State Corporation Commission — Ironhaven Holdings Inc. No UCC-1 financing statements were identified against Ironhaven Holdings Inc. in the records of the Virginia State Corporation Commission. As with the Borrower, Delaware is the appropriate filing jurisdiction for personal property Article 9 filings against Holdings, and this search was conducted as a precautionary measure only.

5. Loudoun County Circuit Court Clerk — Fixture Filings No UCC fixture filings were identified against Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the Loudoun County Circuit Court Clerk. The search was specifically directed to fixture filings relating to the Virginia Campus real property identified by Tax Parcel Nos. 087-27-1234 and 087-27-1235 (approximately 142 acres located at 4500–4550

6. New York Department of State — Ironhaven Data Centers LLC and Ironhaven Holdings Inc. No UCC-1 financing statements were identified against either Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the New York Department of State. These searches were conducted as a precautionary measure due to the New York nexus described in Section II.B.3 above. The results were clear for both entities. B. F

1. Delaware — Ironhaven Data Centers LLC No federal tax liens were identified against Ironhaven Data Centers LLC filed with the Delaware Secretary of State or the Recorder of Deeds for New Castle County, Delaware. Searches were also extended to include the Recorder of Deeds for Kent County, Delaware (the county in which the registered agent, Cascade Systems, maintains its office at 160 Greentree Drive, Suite 101, Dov

2. Delaware — Ironhaven Holdings Inc. No federal tax liens were identified against Ironhaven Holdings Inc. filed with the Delaware Secretary of State or the Recorder of Deeds for New Castle County or Kent County, Delaware. The search results were clear.

3. Virginia — Ironhaven Data Centers LLC No federal tax liens were identified against Ironhaven Data Centers LLC filed with the Clerk of the Circuit Court of Loudoun County, Virginia, or the Virginia State Corporation Commission. Loudoun County is the county in which the Borrower's chief executive office and the Virginia Campus are located. No notices of federal tax liens were on file against the Borrower in either o

4. Virginia — Ironhaven Holdings Inc. No federal tax liens were identified against Ironhaven Holdings Inc. in Virginia. Searches were conducted through the Clerk of the Circuit Court of Loudoun County and the Virginia State Corporation Commission, and no notices of federal tax liens were on file against Holdings in either office. C. State Tax Lien Searches

1. Delaware. No state tax liens were identified against Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the Delaware Secretary of State or the appropriate county offices in Delaware. Neither entity has any outstanding Delaware franchise tax obligations or other state-level tax liabilities reflected as liens of record.

2. Virginia. No state tax liens were identified against Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the Virginia State Corporation Commission or the Clerk of the Circuit Court of Loudoun County, Virginia. Neither entity has any outstanding Virginia state tax liabilities reflected as liens of record.

3. New York No state tax liens were identified against either Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in New York. Searches were conducted through the New York Department of State and the New York County Clerk's office. The results were clear for both entities. D. Judgment and Litigation Searches

1. U.S. District Court for the Eastern District of Virginia (Alexandria Division) No pending actions or judgments were identified against Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the United States District Court for the Eastern District of Virginia, Alexandria Division. The search encompassed all civil case filings, judgments, and pending matters as reflected in the PACER electronic rec

2. U.S. District Court for the District of Delaware No pending actions or judgments were identified against Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the United States District Court for the District of Delaware. The search encompassed all civil case filings, judgments, and pending matters in that court.

3. Loudoun County Circuit Court — Civil Judgments No civil judgments were identified against Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the Loudoun County Circuit Court. The search encompassed all civil judgment docket entries, abstract of judgment filings, and judgment lien recordings in the Loudoun County Circuit Court Clerk's office.

4. New York County Clerk — Civil Judgments No civil judgments were identified against either Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the New York County Clerk. The search encompassed all civil judgment docket entries and judgment lien recordings. This search was conducted as a precautionary measure due to the New York nexus described in Section II.B.3 above.

5. Virginia State Court — General District Court, Loudoun County No pending actions or judgments were identified against either Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in the records of the General District Court of Loudoun County, Virginia. The search encompassed all civil case filings, warrant in debt actions, and pending matters as reflected in the court records.

IV. Consolidated Results Table The following table provides a consolidated summary of all search results described in Section III above: As reflected in the table above, the only item requiring affirmative action prior to or at closing is the termination of the Greystone Mezzanine Fund II, LP UCC-1 financing statement (Filing No. 2021-4587321) filed with the Delaware Secretary of State against Ironhaven Data Centers

V. Analysis and Conclusions A. Greystone Mezzanine Fund II, LP — UCC-1 Filing The sole pre-existing lien identified in the searches conducted in connection with this memorandum is the blanket UCC-1 financing statement filed by Greystone Mezzanine Fund II, LP against Ironhaven Data Centers LLC with the Delaware Secretary of State (Filing No. 2021-4587321, filed September 14, 2021). This filing covers "all assets of th

VI. Recommended Actions Prior to Closing Based on the search results and analysis set forth in this memorandum, Calderwood & Harkness LLP recommends that the following actions be taken on or prior to the Closing Date (June 3, 2024) to ensure that the Collateral Agent obtains first-priority perfected security interests in the personal property collateral:

1. Wire Payoff Amount to Greystone Mezzanine Fund II, LP. On the Closing Date, wire transfer the aggregate payoff amount of $132,708,333.33 to Greystone Mezzanine Fund II, LP in immediately available funds in accordance with the wire transfer instructions set forth in the Greystone Payoff Letter dated April 30, 2024. The payoff amount consists of $130,000,000.00 in outstanding principal and $2,708,333.33 in accrued P

2. File UCC-3 Termination Statement (Greystone). File the UCC-3 termination statement referencing Filing No. 2021-4587321 with the Delaware Secretary of State on or promptly following the Closing Date, upon confirmation that the payoff amount has been received by Greystone Mezzanine Fund II, LP. Calderwood & Harkness LLP has prepared the UCC-3 termination statement and will handle the filing. A draft is attached here

3. File New UCC-1 Financing Statements. File the following new UCC-1 financing statements to perfect the security interests of the Collateral Agent in the personal property collateral: (a) Delaware Secretary of State — IHDC as Debtor. UCC-1 financing statement naming Ironhaven Data Centers LLC as Debtor and Pinnacle Trust Company, N.A. as Secured Party, covering all personal property of IHDC as described in the US Pl

4. Confirm Execution and Delivery of Deposit Account Control Agreements. Confirm that the Deposit Account Control Agreements ("DACAs") for all deposit accounts of Ironhaven Data Centers LLC and Ironhaven Holdings Inc. maintained at Crescent Harbor Bank, N.A. have been duly executed and delivered by all parties thereto and are in full force and effect as of the Closing Date. Perfection of security interests in deposit

5. Confirm Delivery of intellectual Property Security Agreement and Related Filings. Confirm execution and delivery of the intellectual Property Security Agreement by Ironhaven Data Centers LLC in favor of Pinnacle Trust Company, N.A. as Collateral Agent, and confirm the filing of appropriate recordation documents with the United States Patent and Trademark Office ("USPTO") and the United States Copyright Office, as

6. Conduct Final Bring-Down UCC Searches. Order and obtain final bring-down UCC, tax lien, and judgment searches immediately prior to or on the Closing Date (anticipated to be ordered on or about June 1, 2024) to confirm that no intervening filings have been made against either Loan Party between the date of this memorandum and the Closing Date. Calderwood & Harkness LLP will report the results of such bring-down sea

VII. Bring-Down Search Confirmation Bring-down searches were ordered by Calderwood & Harkness LLP on May 6, 2024 and the results were received on May 8, 2024. The bring-down search results confirmed that no new filings, amendments, or changes of any kind have been made in any jurisdiction searched since the initial search results dated April 29, 2024. Specifically: • No new UCC-1 financing statements were filed again

VIII. Limitations and Qualifications The search results and analysis set forth in this memorandum are subject to the following limitations and qualifications:

1. Jurisdictional Limitations. The searches described herein are limited to the jurisdictions and filing offices specifically identified in Section II above. Liens, judgments, or other encumbrances that may have been filed in jurisdictions or with filing offices not included within the scope of these searches would not be identified by the search results. Calderwood & Harkness LLP has exercised its professional judgm

2. Name-Based Search Limitations. UCC searches are conducted on a name-based indexing system. All searches described herein were conducted under the exact legal name of each debtor entity and reasonable variations thereof, as described in Section II.A above. Financing statements that may have been filed under materially different names, severely misspelled names, or names that do not correspond to any of the search v

3. Federal Tax Lien Limitations. Federal tax lien searches are limited to the filing offices in the jurisdictions in which each entity is organized and the jurisdictions of their principal place of business. The Internal Revenue Service retains the right to file notices of federal tax liens in any jurisdiction in which a taxpayer has property or conducts business, and notices filed in jurisdictions not searched would

4. Judgment and Litigation Search Limitations. Judgment and litigation searches are limited to the specific courts identified in Section II.B above. Litigation may be pending, and judgments may have been entered, in other federal or state courts in the United States or in foreign courts that were not included in the scope of these searches. The search results reflect only those matters appearing in the records of the

5. German-Law Search Exclusion. As noted throughout this memorandum, German-law search results — including Grundbuch searches, Handelsregister searches, and searches relating to any liens or encumbrances against Ironhaven Frankfurt GmbH or its assets — are outside the scope of this memorandum and are being addressed separately by Wendt Falkenberg Rechtsanwälte PartG mbB.

6. Real Property Title Search Exclusion. Title searches for the Virginia Campus real property (Tax Parcel Nos. 087-27-1234 and 087-27-1235) are addressed in the title insurance commitment and lender's title insurance policy issued by Keystone Title Guaranty Company (Raymond Hobbs, Vice President, National Commercial Services). The coverage amount of the lender's title insurance policy is $475,000,000. Any questions r

7. Temporal Limitations. All search results are current only as of the dates indicated on the respective search certificates attached hereto as Exhibits A through G. Filings, liens, judgments, or other matters that arise after the date of such search certificates would not be reflected in the results. As described in Section VII above, Calderwood & Harkness LLP will conduct final bring-down searches immediately prior

8. Reliance Limitations. This memorandum is provided solely for the benefit of the Secured Parties (including the Administrative Agent, the Collateral Agent, and the Lenders party to the Credit Agreement) in connection with the Credit Agreement and the transactions contemplated thereby, and should not be relied upon for any other purpose or by any other person or entity without the prior written consent of Calderwood

IX. Exhibits and Attachments The following exhibits are attached hereto and incorporated by reference into this memorandum:

X. Signature block and Contact Information This memorandum has been prepared by the undersigned attorneys of Calderwood & Harkness LLP. We are available to discuss any aspect of the search results, analysis, or recommended actions described herein at your convenience. CALDERWOOD & HARKNESS LLP Prepared by: ________________________________________ Daniel Obi Lead Associate, Banking & Finance Calderwood & Harkness LLP