Contract analysis

I. Introduction and Scope Calderwood & Harkness LLP ("we," "us," the "Firm," or "Calderwood & Harkness") has acted as counsel to Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC" or the "Borrower"), Ironhaven Frankfurt GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung) registered with the Amtsgericht Frankfurt am Main under registration number HRB 129457 (the "Co-B

II. Documents Reviewed In rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

1. The Credit Agreement, execution version dated May 15, 2024, together with all exhibits, schedules, and annexes thereto.

2. The Fee Letter between IHDC and Crescent Harbor Bank, N.A., dated February 28, 2024, which provides for (i) an arrangement fee of $14,250,000 payable to Crescent Harbor Bank, N.A. in its capacity as sole lead arranger and bookrunner, (ii) an upfront fee / original issue discount of 50 basis points on the aggregate principal amount of the Term Loan, and (iii) a ticking fee of 0.25% per annum on undrawn commitments

3. The Promissory Notes, in master form with a lender schedule annexed thereto, evidencing the obligations of the Borrower (and, with respect to the EUR Sub-Tranche, the Co-Borrower) under the Credit Agreement.

4. The Guarantee Agreement, dated as of the date hereof, executed by Ironhaven Holdings Inc. as Parent Guarantor in favor of the Administrative Agent (for the ratable benefit of the Lenders).

5. The US Pledge and Security Agreement, dated as of the date hereof, among the Loan Parties and the Collateral Agent, granting a first-priority security interest in substantially all personal property assets of the domestic Loan Parties.

6. The Equity Interest Pledge Agreement, dated as of the date hereof, pledging 100% of the limited liability company membership interests in IHDC and 65% of the equity interests in the Co-Borrower in favor of the Collateral Agent.

7. The German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag), dated as of the date hereof, among the Co-Borrower, the Collateral Agent (acting through Pinnacle Trust Company GmbH as German security trustee), and the Administrative Agent.

8. The organizational documents of (i) IHDC, including its Certificate of Formation filed with the Secretary of State of the State of Delaware and its Amended and Restated Limited Liability Company Agreement, (ii) Ironhaven Holdings Inc., including its Certificate of Incorporation and Bylaws, and (iii) Ironhaven Frankfurt GmbH, including its Gesellschaftsvertrag (Articles of Association) and registration extracts fro

9. The IRS Form W-8BEN-E filed by NordBrücke AG, a German stock corporation (Aktiengesellschaft) with its principal offices at Neue Mainzer Straße 72, 60311 Frankfurt am Main, Germany, claiming eligibility for a reduced rate of withholding on US-source interest under the US-Germany Income Tax Treaty (the "US-Germany Treaty").

10. The IRS Form W-8BEN-E filed by Osprey Insurance Capital, Ltd., a Bermuda exempted company with its registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, claiming eligibility for the portfolio interest exemption under Sections 871(h) and 881(c) of the Internal Revenue Code of 1986, as amended (the "Code").

11. A pro forma capitalization table of the Borrower and its consolidated subsidiaries as of the Closing Date, reflecting (i) Adjusted EBITDA for the last twelve months ended March 31, 2024 ("LTM Adjusted EBITDA") of $165.8 million, (ii) Term Loan B of $950.0 million, (iii) an existing undrawn Super-Senior Revolving Credit Facility of $100.0 million (not funded at closing), (iv) unrestricted cash of $62.5 million, (v

12. The funds flow memorandum, dated June 3, 2024, prepared by the Administrative Agent, reflecting aggregate sources and uses of $1,355,250,000, including the net proceeds of the Term Loan, the Thornfield equity contribution, and rollover equity from existing management.

13. Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for the purpose of this opinion, including officer's certificates of the Loan Parties, good standing certificates, and tax classification elections. We have not independently verified the accuracy or completeness of the factual statements contained in the foregoing documents and have relied upon the representat

III. Assumptions and Limitations 3.1 General Assumptions In rendering the opinions set forth herein, we have assumed, without independent investigation or verification, the following: (a) All documents submitted to us as originals are authentic and complete, and all documents submitted to us as copies conform to the authentic originals thereof. All signatures on documents are genuine, and all natural persons who exec

IV. Opinions Based upon and subject to the foregoing, and subject to the qualifications set forth in Section V below, we are of the opinion that the following US federal income tax consequences will apply to the transactions described herein: 4.1 Characterization of the Term Loan as Indebtedness Opinion. The Term Loan, including the USD Tranche and the EUR Sub-Tranche, will be treated as indebtedness of the Borrower

Article 11 (Interest). Article 11(1) of the US-Germany Treaty provides that interest arising in one Contracting State and paid to a resident of the other Contracting State who is the beneficial owner thereof shall be taxable only in the Contracting State of which the beneficial owner is a resident. In other words, interest arising in the United States and paid to a resident of Germany who is the beneficial owner of s

Article 28 (Limitation on Benefits). The US-Germany Treaty contains a comprehensive Limitation on Benefits ("LOB") provision in Article 28, which is designed to prevent "treaty shopping" by residents of third countries. A German resident is entitled to treaty benefits only if it qualifies as a "qualified resident" under one or more of the tests set forth in Article 28. Based on the certifications made by NordBrücke A

V. Qualifications The opinions expressed in this letter are subject to the following qualifications:

1. The opinions expressed herein are based solely on existing US federal income tax law as of the date hereof, including the Code, the Treasury Regulations (including final, temporary, and proposed regulations), published rulings and procedures of the IRS, and judicial decisions of the United States federal courts. Tax law is subject to change, whether by legislative action, regulatory promulgation, or judicial decis

2. No ruling has been requested from, or issued by, the IRS with respect to any of the matters addressed in this opinion. There can be no assurance that the IRS will not challenge any of the positions taken herein or that, if challenged, such positions will be sustained by a court of competent jurisdiction. The opinions expressed herein represent our best professional judgment as to the most likely outcome under curr

3. The treaty benefit conclusions expressed in Section 4.4.2 with respect to NordBrücke AG are subject to (a) the continued satisfaction by NordBrücke AG of the Limitation on Benefits provision of Article 28 of the US-Germany Treaty, (b) the maintenance of a valid and current IRS Form W-8BEN-E by NordBrücke AG, and (c) the continued absence of a permanent establishment of NordBrücke AG in the United States to which t

4. The portfolio interest exemption conclusions expressed in Section 4.4.3 with respect to Osprey Insurance Capital, Ltd. are subject to the continued satisfaction of the statutory requirements of Sections 871(h) and 881(c) of the Code, including the maintenance of a valid IRS Form W-8BEN-E and the continued inapplicability of the exclusions set forth in Section 881(c)(3). Any change in Osprey's ownership structure,

5. The Section 163(j) analysis set forth in Section 4.5.1 is based on current-year estimates derived from IHDC's LTM Adjusted EBITDA and current reference rates. Actual limitations on the deductibility of business interest expense will depend on IHDC's taxable income and adjusted taxable income for each future taxable year, which in turn will be affected by, among other things, revenue growth, operating expenses, dep

6. No opinion is expressed as to the US federal income tax consequences of any amendment, waiver, modification, extension, restructuring, or refinancing of the Term Loan, the Credit Agreement, or any related document after the date hereof. Any such change could affect the characterization of the Term Loan as indebtedness, the treatment of OID, the deductibility of interest, the availability of treaty benefits or the

7. This opinion does not address any tax consequences arising under the laws of any state, local, or foreign jurisdiction, except to the extent expressly referenced herein. In particular, this opinion does not address any tax consequences arising under the laws of the State of Delaware, the Commonwea