Contract analysis

I. ADDRESSEES This opinion is addressed to each of the following (collectively, the "Addressees"):

1. Crescent Harbor Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) 1200 Harbor Point Drive Charlotte, North Carolina 28202 United States of America

2. Pinnacle Trust Company, N.A., as Collateral Agent and Security Trustee (acting through its London branch for German-law security) 101 Constitution Avenue NW Washington, D.C. 20001 United States of America

3. Each of the Lenders party to the Credit Agreement, including specifically: (a) Ridgeline National Bank 500 Federal Street Boston, Massachusetts 02110 United States of America (b) Marlowe Asset Management Meridian Capital, LLC 300 Madison Avenue, 40th Floor New York, New York 10017 United States of America (c) Atlas Peak Credit Partners, LP 2200 Sand Hill Road, Suite 150 Menlo Park, California 94025 United States o

4. Blackthorn & Sundial Software (as Lenders' Counsel) 51 West 52nd Street New York, New York 10019 United States of America and Bockenheimer Landstraße 24 60323 Frankfurt am Main Germany Attn: Catherine Ellsworth / Maximilian Roth

5. Calderwood & Harkness LLP (as Borrower's US Counsel) 125 Broad Street New York, New York 10004 United States of America Attn: Stephanie Okafor / Daniel Obi

II. INTRODUCTION AND ENGAGEMENT Ladies and Gentlemen: We, Wendt Falkenberg Rechtsanwälte PartG mbB, a partnership of lawyers with limited professional liability registered in the Partnership Register of the Amtsgericht Frankfurt am Main under PR 2814, have been engaged by Ironhaven Data Centers LLC ("IHDC"), a limited liability company organized under the laws of the State of Delaware, with its principal office at 45

III. DEFINED TERMS AND DOCUMENTS REVIEWED A. Defined Terms For the purposes of this opinion, the following capitalized terms shall have the meanings set forth below. Where a defined term is used herein without further definition, it shall have the meaning ascribed to it in the Credit Agreement. "Credit Agreement" means the Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024, among Ironhaven Data Cen

1. A certified extract from the Commercial Register (Handelsregisterauszug) of the Company, maintained by the Amtsgericht Frankfurt am Main under registration number HRB 129457, dated May 30, 2024.

2. The articles of association (Gesellschaftsvertrag) of the Company, in their current version as filed with the Commercial Register.

3. The shareholder resolutions (Gesellschafterbeschlüsse) of IHDC (as sole quotaholder of the Company), dated May 14, 2024, by which IHDC authorized the Company's entry into the Credit Agreement as Co-Borrower for the EUR Sub-Tranche and the Company's execution of and performance under each of the German Security Documents.

4. The managing directors' list (Geschäftsführerliste) as filed with the Amtsgericht Frankfurt am Main, showing Marcus Delaine and Katarina Bremer as the currently registered managing directors (Geschäftsführer) of the Company.

5. Each of the German Security Documents, in their respective execution versions, each dated as of May 15, 2024.

6. The Credit Agreement, in its execution version, dated as of May 15, 2024.

7. A certified copy of the land register extract (Grundbuchauszug) for the parcel registered in the land register of Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789 (comprising approximately 18.7 hectares), dated May 28, 2024.

8. Confirmation of filing with the German Transparency Register (Transparenzregister) for the Company, confirming disclosure of the beneficial ownership structure.

9. The German Tax Identification Number (Steuernummer) of the Company: 045/127/98321, and the VAT Identification Number (USt-IdNr.) of the Company: DE347891205.

10. Written confirmation of notification to NordBrücke AG regarding the Account Pledge, together with NordBrücke AG's written acknowledgment of the same.

11. The Escrow Agreement for the Frankfurt Campus Construction (in the amount of €253,571,429), dated as of May 15, 2024, among the Company, Crescent Harbor Bank, N.A. (as Administrative Agent), and NordBrücke AG (as Frankfurt Escrow Bank). We have not examined any documents other than those listed above, and we have made no independent investigation of the factual matters stated therein. Our opinion is limited to th

1. Commercial Register Search. We have obtained a current extract from the Commercial Register (Handelsregister) maintained by the Amtsgericht Frankfurt am Main for the Company (HRB 129457), dated June 3, 2024, the date of this opinion. The extract confirms the current status of the Company's registration, its registered office, its share capital, its managing directors, and the absence of any notation regarding liqu

2. Land Register Search. We have obtained a certified extract from the Land Register (Grundbuch) maintained by the Grundbuchamt Frankfurt am Main-Ost in respect of the parcel registered at Blatt 54321, Flur 12, Flurstück 789, dated May 28, 2024. In addition, we have obtained a verbal confirmation from the Grundbuchamt Frankfurt am Main-Ost on June 3, 2024 (the date of this opinion) that no changes to the land registe

3. Insolvency Court Records Search. We have conducted a search of the records of the Insolvency Court (Insolvenzgericht) at the Amtsgericht Frankfurt am Main, dated June 3, 2024, the date of this opinion. The search confirmed that no insolvency proceedings (Insolvenzverfahren) have been opened, applied for, or are pending against the Company, and that no comparable proceedings are recorded. We note that the searches

IV. ASSUMPTIONS The opinions expressed herein are given subject to and on the basis of the following assumptions, which we have not independently verified:

1. All signatures on the documents reviewed by us are genuine and authentic, and all documents submitted to us as originals are authentic. All documents submitted to us as certified copies are true, complete, and accurate copies of the originals.

2. All documents submitted to us as copies (whether or not certified) conform in all material respects to the originals of which they are copies, and such originals are authentic and complete.

3. The information contained in the Commercial Register extract and the Land Register extract reviewed by us is accurate, complete, and up to date as of the date of such extracts, and no changes have occurred since the date of such extracts (other than as reflected in the verbal bring-down confirmation obtained from the Grundbuchamt on June 3, 2024, as described in Section III.C above).

4. The Credit Agreement constitutes a valid, legally binding, and enforceable agreement under the laws of the State of New York, being its governing law. We express no opinion on the validity, binding nature, or enforceability of the Credit Agreement or any of its provisions under New York law or under any law other than German law.

5. IHDC, as a limited liability company organized under the laws of the State of Delaware, is validly existing and in good standing under the laws of the State of Delaware and has full power and authority under its organizational documents and applicable Delaware law to execute, deliver, and perform the Credit Agreement, the Share Pledge, and each other Transaction Document to which it is a party. Ironhaven Holdings

6. Pinnacle Trust Company, N.A. is a national trust company validly existing under the laws of the United States of America, with full power and authority under its charter and applicable law to act as Collateral Agent and Security Trustee under the Credit Agreement and the German Security Documents, including through its London branch. We have not independently verified the corporate status, authority, or capacity o

7. All conditions precedent to the obligations of the Lenders to fund the Term Loan under the Credit Agreement, as set forth in Article IV thereof, have been satisfied or validly waived as of the Closing Date, June 3, 2024.

8. No party to any German Security Document is, at the time of execution and delivery thereof, subject to any insolvency proceedings (Insolvenzverfahren), and no party is, at such time, unable to pay its debts as they fall due (zahlungsunfähig) or over-indebted (überschuldet) within the meaning of §§ 17, 19 InsO. Furthermore, the entry by the Company into the Transaction Documents does not cause the Company to become

9. The proceeds of the EUR Sub-Tranche in the amount of €253,571,429 are applied by the Company in accordance with the stated use of proceeds under the Credit Agreement, namely the construction and development of the Frankfurt campus data center facility.

10. All documents governed by a law other than German law are valid, legally binding, and enforceable in accordance with their respective terms under their respective governing laws. We express no opinion on the validity, binding nature, or enforceability of any document under any law other than German law.

11. The parallel debt structure established under the Parallel Debt Agreement creates valid claims of the Security Trustee against the Company under the Credit Agreement as governed by New York law, such that the parallel debt constitutes a valid and existing claim (Forderung) capable of being secured by the German Security Documents. We note that the validity of the parallel debt as a matter of New York law is outsi

V. OPINIONS Based upon and subject to the foregoing, and subject further to the Qualifications and Limitations set forth in Section VII below, we are of the opinion that: Opinion 1: Corporate Existence and Good Standing of the Company The Company, Ironhaven Frankfurt GmbH, is a validly existing Gesellschaft mit beschränkter Haftung (limited liability company) duly incorporated and registered under the laws of the Fed

VI. OPINION ON TAX MATTERS Without prejudice to the limitation set forth in Section VII.B.7(b) below, we provide the following limited comments on German tax matters arising in connection with the German Security Documents:

1. No Stamp Duty. No German stamp duty (Stempelsteuer) or similar documentary tax or transfer tax is payable in connection with the execution, delivery, or performance of the German Security Documents. Germany does not impose stamp duty or similar documentary taxes on loan agreements, security agreements, assignments of receivables, account pledges, or security transfers of movable assets. No real estate transfer tax

2. Notarization Fees. The notarization fees payable in connection with the notarization of the Grundschuld (Grundschuldbestellungsurkunde) and the Share Pledge (Anteilsverpfändungsvertrag) have been calculated in accordance with the German Court and Notary Fees Act (Gerichts- und Notarkostengesetz — GNotKG) and, based on information provided to us, have been paid in full. These fees are statutory fees based on the va

3. No Withholding Tax on Security Documents. No German withholding tax (Kapitalertragsteuer or Quellensteuer) arises on payments made by the Company under the German Security Documents themselves. The German Security Documents provide for the creation and enforcement of security interests and do not, in themselves, give rise to payments of interest or other income subject to German withholding tax.

4. Interest Payments under the Credit Agreement. We note, without expressing an opinion thereon, that payments of interest by the Company under the Credit Agreement (in its capacity as Co-Borrower for the EUR Sub-Tranche) may be subject to the German interest barrier rules (Zinsschranke), as set forth in § 4h of the German Income Tax Act (EStG) in conjunction with § 8a of the German Corporate Income Tax Act (KStG). T

VII. QUALIFICATIONS AND LIMITATIONS A. General Qualifications The opinions set forth herein are subject to the following general qualifications:

1. Scope of German Law. This opinion is limited exclusively to the laws of the Federal Republic of Germany as in effect on the date hereof, June 3, 2024. We express no opinion on the laws of any other jurisdiction, including, without limitation, the laws of the State of New York, the State of Delaware, the laws of the United Kingdom, or the laws of any other US state or foreign country. We have not undertaken any inv

2. Insolvency and Creditors' Rights. The enforceability opinions set forth herein are subject to: (a) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, including, without limitation, the provisions of the German Insolvency Code (Insolvenzordnung — InsO) relating to the avoidance of pre-insolvency transactions (Insolvenzanfechtung) under §§ 129 et se

3. Grundschuld — Priority Risk During Registration Period. The security interest created by the Grundschuld is subject to the rights of bona fide purchasers and encumbrancers who rely on the Land Register (öffentlicher Glaube des Grundbuchs) under § 892 BGB during the period between the date of application for registration and the date of actual registration of the Grundschuld. During this period, a third party that

4. Global Assignment — Assignment Prohibitions. The opinions on the Global Assignment of Receivables are subject to any existing or future contractual prohibitions on assignment (Abtretungsverbote) agreed between the Company and its debtors, which may limit the effectiveness of the assignment under § 399 BGB. However, as noted in Opinion 7, the impact of such prohibitions is significantly mitigated for monetary claim

5. Security Transfer — Identifiability and Good Faith Acquisition. The security transfer of movable assets is subject to the risk that specific assets may become unidentifiable if they are commingled with or incorporated into assets of third parties, in which case the rules on co-ownership (Miteigentum, § 947 BGB) or commixtio (§ 948 BGB) may apply. Furthermore, bona fide third parties may acquire good title to the t

6. Parallel Debt Structure. The parallel debt structure, as established by the Parallel Debt Agreement, is widely used in German acquisition and project finance practice and is generally accepted by legal practitioners, academics, and the lower courts as a valid mechanism for creating a secured claim in favor of a security trustee that can serve as the underlying obligation for German-law security interests. However,

7. Matters Outside the Scope of This Opinion. We express no opinion on: (a) the laws of any jurisdiction other than the Federal Republic of Germany; (b) tax matters beyond the limited comments set forth in Section VI above, including, without limitation, the application of the German interest barrier rules, trade tax add-back provisions, transfer pricing rules, or any other German or international tax provision to th

8. Anti-Money Laundering. The opinion regarding the Company's compliance with the German Anti-Money Laundering Act (Geldwäschegesetz — GwG) is limited to confirmation that the Company's filing with the Transparency Register (Transparenzregister) has been made in accordance with the applicable provisions of the GwG. We express no opinion on the substantive accuracy or completeness of the information contained in the T

9. Commercial Terms. This opinion does not address any issues relating to the financial covenants, pricing, commercial terms, or economic substance of the Credit Agreement or any related agreement. We have not been asked to opine on, and express no opinion on, the commercial reasonableness, fairness, or economic adequacy of the terms of the Transaction.

10. Environmental, Zoning, and Building Code Matters. We have not investigated and express no opinion on any environmental, zoning, planning, or building-code compliance matters relating to the Frankfurt campus property, including, without limitation, the presence or absence of contamination, the compliance of existing or planned structures with applicable building codes and regulations, or the availability or validi

VIII. BENEFIT AND RELIANCE This opinion is given solely for the benefit of the Addressees named herein and solely in connection with the Transaction described herein. It may not be relied upon by any other person or entity, nor may it be used, disclosed, quoted, or referred to for any other purpose, without the prior written consent of Wendt Falkenberg Rechtsanwälte PartG mbB. Notwithstanding the foregoing: (a) Black