Contract analysis

I. EXECUTIVE SUMMARY This EU Sanctions Screening Report (this "Report") sets forth the results of sanctions screening conducted by Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") in connection with the Frankfurt campus component of the $950,000,000 Senior Secured Term Loan B financing (the "Facility") to be extended to Ironhaven Data Centers LLC ("IHDC" or the "Borrower") and its wholly owned German

II. SCOPE OF REVIEW AND LEGAL FRAMEWORK A. Applicable EU Sanctions Regulations The screening documented in this Report was conducted with reference to the following EU sanctions regulations and frameworks, each as currently in force and as amended through all supplementary and amending regulations adopted through the date of screening:

1. Council Regulation (EU) No 269/2014 concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty, and independence of Ukraine. This regulation, which has been amended and supplemented through multiple packages of sanctions adopted by the Council of the European Union in response to Russia's military aggression against Ukraine (including all measures adopte

2. Council Regulation (EU) No 833/2014 concerning restrictive measures in view of Russia's actions destabilizing the situation in Ukraine. This regulation imposes sector-specific sanctions, including restrictions on the provision of certain financial services, the transfer of certain technologies, and the sale or export of certain goods to designated entities and persons. While the data center sector is not directly

3. Council Regulation (EU) No 267/2012 concerning restrictive measures against Iran. This regulation imposes comprehensive financial sanctions, including asset freezes, against designated Iranian persons and entities, as well as sectoral restrictions on financial services and trade. Given the international scope of the parties involved in the Facility, screening was conducted against the Iran-related designations on

4. Additional EU Sanctions Programs. Screening was also conducted against designations under the following EU sanctions programs, to the extent such designations are included in the EU Consolidated Sanctions List: (a) Restrictive measures in view of the situation in Belarus (Council Regulation (EU) No 765/2006, as amended); (b) Restrictive measures against Syria (Council Regulation (EU) No 36/2012, as amended); (c) R

5. EU Consolidated List. The principal screening tool employed for this Report is the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions (the "EU Consolidated Sanctions List" or the "Consolidated List"), which is maintained by the European Commission and aggregates all designations under the various EU sanctions regulations described above into a single searchable database. The Con

1. Primary Database. The EU Consolidated Sanctions List was accessed through the European Commission's Financial Sanctions database (accessible at https://data.europa.eu/data/datasets/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions) on May 8, 2024. Each Screened Party was searched using the full legal name, trade names, short names, and known aliases. Searches were also conducted us

2. Supplementary Screening Platform. In addition to direct searches of the EU Consolidated Sanctions List, all Screened Parties were run through Calderwood & Harkness's third-party sanctions screening platform (the "Screening Platform"), which employs name-matching algorithms, fuzzy-logic search capabilities, and phonetic matching to identify potential matches, near-matches, and false positives. The Screening Platfor

3. Scope of Screening — Entities. For each entity among the Screened Parties, the following information was screened: (a) Full legal name as registered in the applicable commercial register or organizational documents; (b) Short names, trade names, and commonly used abbreviations or aliases; (c) Registered office address and principal place of business; (d) Commercial register or corporate formation jurisdiction and

4. Scope of Screening — Natural Persons. For each natural person identified as a beneficial owner (holding more than 25% of the economic or voting interest in a Screened Party), managing director, officer, or key contact of a Screened Party, the following information was screened: (a) Full legal name (first name, middle name(s), and surname); (b) Date of birth (where available); (c) Nationality (where available); (d)

5. Beneficial Ownership Threshold. Consistent with the requirements of the German Anti-Money Laundering Act (Geldwäschegesetz, "GwG") and the EU Anti-Money Laundering Directives, beneficial ownership screening was conducted for all natural persons holding, directly or indirectly, more than 25% of the economic or voting interest in any corporate Screened Party. For fund structures (such as Thornfield Infrastructure Fu

6. Verification and Cross-Referencing. Beneficial ownership information was cross-referenced against publicly available registry data, including extracts from the German Commercial Register (Handelsregister) maintained by the local courts (Amtsgerichte) and the German Transparency Register (Transparenzregister), as applicable. No independent investigation was conducted beyond such cross-referencing; reliance was plac

1. Property Description. The Frankfurt Campus is located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, and is registered in the land register (Grundbuch) of Frankfurt am Main-Ost, Sheet (Blatt) 54321, Section (Flur) 12, Parcel (Flurstück) 789. The site encompasses approximately 18.7 hectares and has been designated for data center use under the applicable local development plan (Bebauungsplan). IHDC Fr

2. Frankfurt Sub-Tranche. The EUR sub-tranche of €253,571,429 (equivalent to approximately $275,000,000 at EUR/USD 1.0846) will fund the Phase I construction of the Frankfurt Campus, which is estimated for completion in Q1 2026. Phase I is designed to provide 40 MW of critical IT load capacity, with a planned total capacity of 80 MW upon completion of Phase II.

3. German-Law Security Package. The German-law security package securing the Frankfurt Sub-Tranche includes the following: (a) Grundschuld (land charge) over the Frankfurt Campus parcel registered in the land register of Frankfurt am Main-Ost, in the amount of €253,571,429 plus 18% p.a. interest and a one-time additional amount of 10%, in favor of Pinnacle Trust Company, N.A., London Branch, as Security Trustee; (b)

4. NordBrücke AG Commitment. NordBrücke AG's $150,000,000 commitment under the Facility is allocated entirely to the Frankfurt Sub-Tranche. NordBrücke AG also serves as the Frankfurt Escrow Bank under the Frankfurt Campus Construction Escrow Agreement and as the account bank for IHDC Frankfurt, with all relevant accounts subject to the Kontoverpfändung described above.

5. BaFin/GwG Compliance. In addition to EU sanctions compliance, the German Anti-Money Laundering Act (GwG) imposes obligations on IHDC Frankfurt and each lender participating in the EUR sub-tranche. KYC documentation has been collected concurrently for purposes of GwG compliance and is addressed in the separate AML/KYC Summary Chart maintained under this matter number. The sanctions screening documented herein is co

III. SCREENED PARTIES — DETAILED RESULTS The following sections set forth the detailed screening results for each Frankfurt-Nexus Party. For each Screened Party, the entity information, ownership and beneficial ownership structure, key personnel, and screening results are presented. A. Ironhaven Frankfurt GmbH (Co-Borrower)

1. Entity Information IHDC Frankfurt was incorporated in September 2023 as a special-purpose entity formed to hold and develop the Frankfurt Campus. It has no employees other than its local managing director, Katarina Bremer, and operates under the management and operational oversight of IHDC. All construction and development activities at the Frankfurt Campus are conducted through IHDC Frankfurt as the contracting e

2. Ownership / Beneficial Owners IHDC Frankfurt is 100% owned by Ironhaven Data Centers LLC, a Delaware limited liability company (EIN 84-3291057). The complete beneficial ownership chain is as follows: • Ironhaven Frankfurt GmbH (the Co-Borrower) is a wholly owned subsidiary of Ironhaven Data Centers LLC ("IHDC"), a Delaware limited liability company. • IHDC is a wholly owned subsidiary of Ironhaven Holdings Inc., a

3. Managing Directors The following individuals serve as managing directors (Geschäftsführer) of IHDC Frankfurt and were individually screened: Marcus Delaine serves as CEO of Ironhaven Data Centers LLC and was appointed as a managing director of IHDC Frankfurt upon its incorporation. He is a U.S. national and resides in Ashburn, Virginia. Katarina Bremer is a German national and serves as the locally resident managi

4. Screening Result Entity Name — Ironhaven Frankfurt GmbH: No match found on the EU Consolidated Sanctions List. No match found through the supplementary Screening Platform. The entity name was searched in full legal form and in abbreviated forms (including "Ironhaven Frankfurt," "IHDC Frankfurt," and "Ironhaven GmbH"). No potential matches or near-matches were identified. Beneficial Owners and Managing Directors: A

1. Entity Information NordBrücke AG is a mid-sized German commercial bank headquartered in Frankfurt am Main, with a focus on corporate lending, structured finance, and acquisition finance. It holds a full banking license under the German Banking Act (Kreditwesengesetz, "KWG") and is supervised by BaFin and the European Central Bank (through the Single Supervisory Mechanism, as applicable). NordBrücke AG has an exten

2. Ownership / Beneficial Owners As a BaFin-regulated credit institution, NordBrücke AG is subject to comprehensive and ongoing supervisory monitoring, including with respect to its ownership structure and the fitness and propriety of its shareholders and key function holders. Beneficial ownership information for NordBrücke AG was provided in its KYC package, which was received by Calderwood & Harkness on April 15, 2

3. Screening Result Entity Name — NordBrücke AG: No match found on the EU Consolidated Sanctions List. No match found through the supplementary Screening Platform. The entity name was searched in full legal form and in variations (including "Nordbrücke," "NordBruecke," "Nord Brücke," and "Nordbruecke AG"). Beneficial Owners (>25%): Rheinische Beteiligungsgesellschaft mbH (34.2%) — No match. Kommunale Versorgungskasse

1. Entity Information IHDC is the principal operating entity of the Ironhaven data center platform and serves as the Borrower under the USD tranche of the Facility. IHDC's headquarters are located in the Ashburn, Virginia data center corridor, and it currently owns and operates three operational data center campuses in the United States (Ashburn, VA; Hillsboro, OR; and San Antonio, TX), with the Frankfurt Campus repr

2. Key Personnel Screened The following officers and key personnel of IHDC were individually screened against the EU Consolidated Sanctions List: With respect to Andrei Volkov, the CTO, we note that Mr. Volkov is a naturalized U.S. citizen born in Kharkiv, Ukraine. His name was screened with particular care using multiple transliteration variants (including "Andriy Volkov," "Andrey Volkov," and Cyrillic-script equiva

3. Screening Result Entity Name — Ironhaven Data Centers LLC: No match found on the EU Consolidated Sanctions List. No match found through the supplementary Screening Platform. The entity name was searched in full legal form and in variations (including "Ironhaven," "IHDC," "Iron Haven Data Centers," and "Ironhaven Data Centers"). Officers and Beneficial Owners: All five individuals listed above were screened individ

1. Entity Information Ironhaven Holdings Inc. was incorporated as the parent holding company of the Ironhaven data center platform. It is a portfolio company of Thornfield Infrastructure Fund III, LP and serves as the Parent Guarantor under the Credit Agreement, guaranteeing the obligations of the Borrower and the Co-Borrower. Ironhaven Holdings Inc. holds 100% of the membership interests in IHDC and has no material

2. Screening Result Entity Name — Ironhaven Holdings Inc.: No match found on the EU Consolidated Sanctions List. No match found through the supplementary Screening Platform. The entity name was searched in full legal form and in variations (including "Ironhaven Holdings," "Iron Haven Holdings," and "Ironhaven Holdings Incorporated"). Beneficial Ownership: Beneficial ownership was traced through the Thornfield Capital

1. Entity Information Thornfield Capital Partners, LP is a private equity firm focused on infrastructure investments, with a particular emphasis on digital infrastructure, energy transition, and transportation. Thornfield Infrastructure Fund III, LP is the relevant fund that holds the investment in Ironhaven Holdings Inc. The fund's committed capital of approximately $4.8 billion represents institutional investor com

2. Key Personnel Screened David Thornfield is identified as the ultimate controlling person of the Thornfield platform and, through the chain of ownership described in Section III.A.2 above, the ultimate beneficial owner of IHDC Frankfurt. Elena Castillo leads the digital infrastructure investment vertical at Thornfield and is the designated board observer for Ironhaven Holdings Inc. Graham Ashworth is a portfolio op

3. Screening Result Entity Names: Thornfield Capital Partners, LP — No match. Thornfield Capital Management LLC — No match. Thornfield Infrastructure Fund III, LP — No match. Each entity was searched in full legal form and in variations (including "Thornfield Capital," "Thornfield Partners," "Thornfield Infrastructure," and "Thornfield Fund III"). Key Personnel: David Thornfield — No match. Elena Castillo — No match.

1. Entity Information Pinnacle Trust Company, N.A. acts as the Collateral Agent under the Credit Agreement and, through its London branch, serves as the Security Trustee for the German-law security package. The use of the London branch for the German security documentation is consistent with standard market practice for cross-border syndicated lending transactions involving German-law collateral and a parallel-debt (

2. Screening Result Entity Name — Pinnacle Trust Company, N.A.: No match found on the EU Consolidated Sanctions List. No match found through the supplementary Screening Platform. The entity name was searched in full legal form and in variations (including "Pinnacle Trust Company," "Pinnacle Trust," "Pinnacle Trust Co.," and "Pinnacle Trust Company NA London Branch"). Key Personnel: William Hargrove, SVP, Corporate Tr

1. Entity Information Euronova Digital GmbH is a German digital infrastructure services company that has executed a pre-lease letter of intent to occupy 20 MW of critical IT load capacity at the Frankfurt Campus. Euronova was screened in connection with this Report because of its commercial nexus to the Frankfurt Campus and, in particular, because receivables arising under the Euronova lease agreement (once executed

2. Screening Result Entity Name — Euronova Digital GmbH: No match found on the EU Consolidated Sanctions List. No match found through the supplementary Screening Platform. The entity name was searched in full legal form and in variations (including "Euronova Digital," "Euronova GmbH," and "EuroNova Digital"). Key Personnel: Key personnel identified through publicly available information (including the managing direct

1. Entity Information Wendt Falkenberg Rechtsanwälte PartG mbB is a Frankfurt-based German law firm with a focus on banking and finance, real estate, and corporate transactions. Dr. Lukas Wendt leads the firm's banking and finance practice and serves as the lead partner for the German-law documentation in connection with the Facility, including the Grundschuldbestellungsurkunde, the Globalzessionsvertrag, the Kontove

2. Screening Result Entity Name — Wendt Falkenberg Rechtsanwälte PartG mbB: No match found on the EU Consolidated Sanctions List. No match found through the supplementary Screening Platform. Key Personnel: Dr. Lukas Wendt — No match. Julia Falkenberg — No match. Status: CLEARED

I. Blackthorn & Sundial Software — Frankfurt Office (Agent's German Counsel)

1. Entity Information Blackthorn & Sundial Software is an international law firm with offices in major financial centers, including Frankfurt am Main. The Frankfurt office serves as German counsel to the Administrative Agent in connection with the Facility. Maximilian Roth, a German-qualified partner in the Banking & Finance group, is the designated lead partner for the German-law aspects of the Facility on behalf of

2. Screening Result Entity Name — Blackthorn & Sundial Software: No match found on the EU Consolidated Sanctions List. No match found through the supplementary Screening Platform. The entity name was searched as "Blackthorn & Sundial Software," "Blackthorn and Brightmoor Systems," and "Blackthorn Sundial Software." Key Personnel: Maximilian Roth — No match. Status: CLEARED

IV. SUMMARY RESULTS TABLE The following table consolidates the screening results for all Frankfurt-Nexus Parties: All beneficial owners holding more than 25% of the economic or voting interest in any Screened Party, all managing directors, officers, and key personnel identified in the transaction documents, and all significant shareholders and key contacts were individually screened against the EU Consolidated Sancti

V. LIMITATIONS AND QUALIFICATIONS The screening results documented in this Report are subject to the following limitations and qualifications:

1. Temporal Limitation. Screening was conducted as of May 8, 2024, utilizing the version of the EU Consolidated Sanctions List available on that date. The EU Consolidated Sanctions List is updated periodically by the European Commission to reflect new designations, delistings, amendments, and corrections. It is possible that the EU Consolidated Sanctions List will be updated between the date of screening and the anti

2. Reliance on KYC Documentation. Calderwood & Harkness relied on KYC documentation and beneficial ownership information provided by or on behalf of each Screened Party in preparing this Report. No independent investigation was conducted to verify the accuracy or completeness of such information, beyond cross-referencing publicly available registries, including the German Commercial Register (Handelsregister), the Ge

3. Scope — EU Sanctions Only. This Report covers screening under EU sanctions regulations only, as described in Section II.A above. Screening under other sanctions regimes, including: (a) the U.S. Treasury Department's Office of Foreign Assets Control (OFAC), including the SDN List, the Sectoral Sanctions Identifications List, and Executive Order-based sanctions programs; (b) the UK Office of Financial Sanctions Impl

4. Osprey Insurance Capital, Ltd. The screening of Osprey Insurance Capital, Ltd. (a Bermuda-domiciled insurance company with a $75,000,000 commitment under the Facility) for UK/OFSI sanctions purposes is covered in the separate UK/OFSI Sanctions Screening Memorandum. Osprey was not identified as having a direct Frankfurt nexus requiring EU screening beyond its participation in the aggregate Facility. Osprey's $75,00

5. NordBrücke AG — Regulated Institution. NordBrücke AG's $150,000,000 commitment is allocated entirely to the Frankfurt Sub-Tranche. As a BaFin-regulated credit institution, NordBrücke AG is subject to comprehensive and ongoing compliance obligations under German and EU law, including sanctions compliance requirements under Council Regulation (EU) No 269/2014 and the GwG. Calderwood & Harkness's screening of NordBrü

6. Beneficial Ownership — Fund Structures. With respect to the Thornfield entities, beneficial ownership screening was conducted at the general partner and management level (i.e., tracing control through Thornfield Capital Partners, LP and its general partner, Thornfield Capital Management LLC, to David Thornfield). Individual limited partners of Thornfield Infrastructure Fund III, LP were not individually screened,

7. No Legal Opinion. No legal opinion is expressed in this Report. This Report is a factual summary of the screening results obtained through the methodology described in Section II.B above. The Report does not constitute legal advice regarding the applicability or interpretation of any EU sanctions regulation and should not be relied upon as such. Parties seeking legal advice regarding EU sanctions compliance should

VI. RECOMMENDATION AND NEXT STEPS Based on the screening results documented in this Report, the following recommendations are made:

1. Clearance for Closing. All Frankfurt-Nexus Parties are cleared for purposes of proceeding toward the anticipated closing of the Facility on June 3, 2024. No impediments to closing have been identified from an EU sanctions perspective based on the screening conducted as of May 8, 2024.

2. Bring-Down Screening. Calderwood & Harkness recommends that a bring-down screening of all Frankfurt-Nexus Parties be conducted against the then-current version of the EU Consolidated Sanctions List no later than June 1, 2024 (i.e., two business days prior to the closing date). The bring-down screening should cover all entities and individuals identified in this Report and should be conducted using the same methodo

3. Lender and Borrower Compliance Certificates. Each Lender participating in the EUR sub-tranche (NordBrücke AG) and each Borrower party (IHDC Frankfurt and IHDC) should be required to deliver Lender KYC/OFAC Compliance Certificates and Borrower Sanctions Compliance Certificates (as applicable) prior to funding, confirming ongoing compliance with applicable sanctions laws and regulations, including EU sanctions regul

4. Transparenzregister Filing. Calderwood & Harkness recommends that the team confirm with Wendt Falkenberg that the Transparenzregister filing for IHDC Frankfurt — documenting the beneficial ownership chain from IHDC Frankfurt through IHDC, Ironhaven Holdings Inc., and Thornfield Infrastructure Fund III, LP to David Thornfield and Thornfield Capital Partners, LP — has been completed and that a receipt or acknowledgm

5. GwG Coordination with Wendt Falkenberg. Calderwood & Harkness should coordinate with Wendt Falkenberg Rechtsanwälte PartG mbB regarding any German regulatory notifications or filings required under the GwG in connection with the disbursement of EUR sub-tranche funds through NordBrücke AG's escrow arrangement. This includes confirmation that NordBrücke AG has completed its own GwG due diligence with respect to IHDC

6. Supplemental Report. The results of the bring-down screening to be conducted on or about June 1, 2024 should be memorialized in a supplemental report or addendum to this Report. Such supplemental report should be included in the closing deliverables and filed under the same matter number. In the event that the bring-down screening identifies any new designations affecting a Screened Party, Calderwood & Harkness sh

7. Ongoing Monitoring. Following the closing, the Credit Agreement should be reviewed to confirm that it contains appropriate representations, warranties, and covenants regarding ongoing sanctions compliance by the Borrower, the Co-Borrower, and the Parent Guarantor, including with respect to EU sanctions. Calderwood & Harkness should also advise the client regarding the establishment of an internal sanctions complia