Contract analysis

I. Executive Summary This memorandum presents a comprehensive sanctions and anti-money laundering ("AML") compliance analysis undertaken in connection with the $950,000,000 Senior Secured Term Loan B credit facility (the "Facility" or "Credit Facility") to be entered into pursuant to that certain Credit Agreement dated as of May 15, 2024 (the "Signing Date"), with a targeted closing and initial funding date of June 3

II. Transaction Overview A. Parties Screened The following sections identify all natural persons and legal entities that were subjected to sanctions screening in connection with the Facility. A complete alphabetical list is attached as Exhibit A to this memorandum.

1. Borrower and Loan Parties The following entities constitute the "Loan Parties" under the Credit Agreement and were each subjected to comprehensive sanctions screening under all applicable regimes: (a) Ironhaven Data Centers LLC (the "Borrower") — a limited liability company organized under the laws of the State of Delaware; Employer Identification Number ("EIN") 84-3291057; principal executive offices located at 4

2. Key Individuals Screened (Borrower Side) The following individuals were identified as key officers, directors, or principals of the Borrower, the Co-Borrower, or the Sponsor, and were individually screened against all applicable sanctions lists: (a) Marcus Delaine — Chief Executive Officer, Ironhaven Data Centers LLC (b) Rebecca Sung — Chief Financial Officer, Ironhaven Data Centers LLC (c) Jonathan Pryce-Williams

3. Lenders and Syndicate Members The Facility will be syndicated among the following seven Lenders. Each Lender's full legal name, entity type, jurisdiction of organization, principal jurisdiction of regulation, commitment amount, and pro rata share of the total Facility commitment is set forth below: Several features of the Lender group are noteworthy from a sanctions compliance perspective. First, NordBrücke AG's e

4. Key Lender Individuals Screened The following individuals were identified as the principal contacts, authorized signatories, or key decision-makers for each Lender and were individually screened: (a) Martin Gallagher — Managing Director, Syndicated Lending, Crescent Harbor Bank, N.A. (b) Priya Nair — Senior Vice President, Credit Risk, Crescent Harbor Bank, N.A. (c) Thomas Beckett — Vice President, Loan Operations

5. Agents and Service Providers The following agents and service providers were identified as parties to the transaction or as entities whose roles create a sufficient nexus to warrant sanctions screening: (a) Pinnacle Trust Company, N.A. — Collateral Agent and, through its London branch, Security Trustee for German-law security under the parallel-debt structure; principal offices in Washington, D.C. Key contact: Wil

III. Applicable Legal Frameworks This Section provides an overview of each of the sanctions and AML regimes applicable to the Facility, together with an analysis of the specific jurisdictional nexus that triggers each regime's application. A. U.S. Sanctions — OFAC

1. Statutory and Regulatory Authority The U.S. sanctions regime applicable to this transaction is administered by the Office of Foreign Assets Control ("OFAC"), a bureau within the U.S. Department of the Treasury. OFAC derives its authority from several statutory sources, including: (a) The International Emergency Economic Powers Act ("IEEPA"), 50 U.S.C. §§ 1701–1706, which authorizes the President to declare nationa

2. Scope of OFAC Prohibitions The OFAC sanctions regime relevant to this transaction encompasses the following principal prohibitions and designations: (a) Specially Designated Nationals and blocked Persons List ("SDN List"). OFAC maintains the SDN List, which identifies individuals and entities whose property and interests in property are blocked (frozen) and with whom U.S. persons are generally prohibited from deal

3. OFAC Screening Requirements for This Transaction The following OFAC screening requirements are applicable to this transaction: (a) Screening of all Loan Parties — including IHDC, Ironhaven Holdings Inc., and IHDC Frankfurt — together with their directors, officers, and beneficial owners at the greater-than-25% ownership threshold; (b) Screening of all Lenders — including their beneficial owners at the greater-than

1. Legal Framework The European Union maintains a comprehensive autonomous sanctions regime that is directly applicable in all EU Member States, including Germany. The principal EU sanctions instruments relevant to this transaction include: (a) Council Regulation (EU) No 269/2014 of 17 March 2014 concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty an

2. Nexus to This Transaction EU sanctions are applicable to this transaction through multiple jurisdictional nexus points: (a) IHDC Frankfurt is a German entity (GmbH) organized under German law with its registered office in Frankfurt am Main, and is therefore an "EU person" subject to EU sanctions in its own right; (b) NordBrücke AG is a German Aktiengesellschaft regulated by BaFin and is therefore an EU person subj

1. Legal Framework Following the United Kingdom's withdrawal from the European Union, the UK established its own autonomous sanctions regime under the following legal framework: (a) Sanctions and Anti-Money Laundering Act 2018 ("SAMLA"), which provides the statutory framework for the UK to impose, update, and enforce autonomous financial sanctions, trade sanctions, and other restrictive measures; (b) Russia (Sanction

2. Nexus to This Transaction UK sanctions are applicable to this transaction through the following nexus points: (a) Osprey Insurance Capital, Ltd. is a Bermuda exempted company. Bermuda is a British Overseas Territory, and the Bermuda Sanctions Regulations (which mirror UK sanctions to a substantial degree) apply to entities incorporated in Bermuda. Moreover, the UK's sanctions regime under SAMLA applies to acts don

1. Legal Framework Germany's anti-money laundering regime is governed by the following principal legislation: (a) Geldwäschegesetz ("GwG") — the German Anti-Money Laundering Act, which transposes EU AML Directives (including the Fourth and Fifth Anti-Money Laundering Directives) into German law. The GwG imposes customer due diligence ("CDD") obligations, beneficial ownership identification requirements, suspicious tr

2. Requirements Applicable to This Transaction The GwG and related German AML requirements are applicable to this transaction as follows: (a) IHDC Frankfurt Transparenzregister filing. IHDC Frankfurt, as a German GmbH, is required to file beneficial ownership information with the Transparenzregister. We have confirmed that IHDC Frankfurt has completed this filing, identifying the beneficial ownership chain from IHDC

IV. Screening Methodology This Section describes the screening methodology employed in conducting the sanctions and AML compliance analysis presented in this memorandum. The screening was conducted by Daniel Obi and Lisa Morrow, with oversight from Stephanie Okafor, using a combination of proprietary compliance screening software, direct database queries, and manual review procedures. A. OFAC Screening Process Sancti

V. Screening Results — Borrower and Loan Parties This Section presents the sanctions screening results for each Borrower and Loan Party entity, as well as the key individuals associated with the Borrower and Sponsor. A. Ironhaven Data Centers LLC Ironhaven Data Centers LLC, the Borrower, was screened against all applicable sanctions lists with the following results: • OFAC SDN/SSI List: No match identified. The entit

VI. Screening Results — Lenders This Section presents the sanctions screening results for each of the seven Lenders in the syndicate. A. Crescent Harbor Bank, N.A. • Entity type: National banking association, chartered and supervised by the Office of the Comptroller of the Currency ("OCC") • Jurisdiction: Charlotte, North Carolina • Role: Administrative Agent and Lender • Commitment: $200,000,000 (21.05%) Crescent Ha

1. Entity Overview • Entity type: Bermuda exempted company • Registered office: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda • Role: Lender • Commitment: $75,000,000 (7.89%) • Key contact: Fiona Abernathy, Head of Credit Investments Osprey Insurance Capital, Ltd. ("Osprey") is an insurance-linked capital fund organized as a Bermuda exempted company under the Bermuda Companies Act 1981. Bermuda is a Briti

2. OFAC Screening Osprey was screened against all OFAC lists with the following results: • OFAC SDN/SSI List: No match identified for the entity. The entity name "Osprey Insurance Capital, Ltd." and its Bermuda address produced no results at or above the 85% fuzzy-match threshold. • Beneficial owners (>25%): All beneficial owners holding greater than 25% of Osprey's equity were identified through KYC documentation pr

3. EU Sanctions Screening Osprey was screened against the EU Consolidated Financial Sanctions List with the following results: • EU Consolidated List: No match identified for the entity, its beneficial owners, or its key personnel. Conclusion under EU sanctions: Clear.

4. UK/OFSI Enhanced Analysis The UK/OFSI analysis for Osprey was the most complex component of the sanctions review and is discussed in detail below. Jurisdictional nexus. Osprey is incorporated in Bermuda, which is a British Overseas Territory. UK sanctions regimes are extended to Bermuda through Orders in Council under the Sanctions and Anti-Money Laundering Act 2018. As a Bermuda entity, Osprey is subject to the B

5. Mitigating Measures In light of the UK-person nexus identified in connection with Osprey's participation, the following mitigating measures have been negotiated and will be implemented: (a) Lender Sanctions Representations Side Letter. Osprey has agreed to deliver, at or prior to closing, a separate Lender Sanctions Representations Side Letter (the "Osprey Side Letter") addressed to the Borrower and the Administra