Contract analysis

I. Executive Summary and Clearance Conclusion This memorandum documents the analysis conducted by Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") of Osprey Insurance Capital, Ltd. ("Osprey" or the "Lender") under the United Kingdom's sanctions regime, as administered by the Office of Financial Sanctions Implementation ("OFSI") within HM Treasury, in connection with Osprey's $75,000,000 commitment as

II. Background and Transaction Context A. Overview of the Term Loan Facility The Facility is a $950,000,000 Senior Secured Term Loan B structured as a syndicated credit facility with a seven-year maturity. The principal terms of the Facility, relevant to this screening memorandum, are summarized below. Borrower. The Borrower is Ironhaven Data Centers LLC, a Delaware limited liability company headquartered at 4500 Dom

III. Applicable UK Sanctions Legal Framework A. Primary Legislation The foundational statute underpinning the United Kingdom's sanctions regime is the Sanctions and Anti-Money Laundering Act 2018 ("SAMLA"), which received Royal Assent on May 23, 2018, and came into force on a rolling basis through commencement orders. SAMLA provides the framework authority for HM Government to impose, amend, and revoke sanctions thro

IV. Screening Methodology A. Lists Screened Calderwood & Harkness's screening of Osprey and its associated persons and entities was conducted against the following sanctions lists: (a) OFSI Consolidated List of Financial Sanctions Targets in the UK — The full list was downloaded from OFSI's website on April 22, 2024, and reflects all designations, amendments, and revocations published through that date. The download

V. Screening Results A. Entity-Level Results Osprey Insurance Capital, Ltd. — No match was identified on any sanctions list screened, including the OFSI Consolidated List, the Bermuda Designated Persons and Entities List, the OFAC SDN and SSI Lists, the EU Consolidated Sanctions List, and the UN Security Council Consolidated List. The screening produced no partial matches exceeding the 85% similarity threshold. Ironc

VI. Analysis of UK-Person Nexus The identification of UK persons among Osprey's directors, officers, and key personnel is a critical element of this analysis. As discussed in Section III above, UK sanctions prohibitions apply to UK persons regardless of their physical location, and the involvement of UK persons in making Osprey's $75,000,000 commitment available to the Borrower constitutes "making available financial

VII. Consideration of Borrower-Side Risk A. Ironhaven and Related Entities Although this memorandum focuses on the screening of Osprey and its associated persons and entities, the UK/OFSI analysis necessarily encompasses a consideration of the borrower-side parties to the Credit Agreement. The reason is straightforward: even if Osprey and all of its personnel are cleared, Osprey's participation in the Term Loan would

VIII. Mitigating Measures and Enhanced Protections A. Osprey Sanctions Representations Side Letter In light of the UK/OFSI nexus identified in this memorandum, a separate Osprey Sanctions Representations Side Letter (the "Side Letter") has been negotiated between Osprey Insurance Capital, Ltd. and the Administrative Agent, Crescent Harbor Bank, N.A. The Side Letter will be executed by Osprey at or before closing on J

IX. Documentation Retained in File The following documents have been obtained and are retained in the matter file (Matter No. 1043-00001) in connection with this UK/OFSI sanctions screening analysis:

1. Osprey Insurance Capital, Ltd. — Certificate of Incorporation, issued by the Bermuda Registrar of Companies, confirming Osprey's incorporation as a Bermuda exempted company.

2. Current Register of Directors, as filed with the Bermuda corporate registry, listing all current directors of Osprey.

3. Beneficial Ownership Chart, prepared by Osprey and verified by Calderwood & Harkness, showing Ironcliff Reinsurance Holdings Ltd. at 68%, Thornberry Insurance Group, PLC at 22%, and the employee benefit trust at 10%.

4. Passport Copy — Fiona Abernathy (United Kingdom passport), confirming UK nationality and date of birth.

5. Passport Copies — Sir Gerald Whitmore, Alistair Drummond, Dr. Hannah Fairclough, and Dominic Harrowgate (all United Kingdom passports), confirming UK nationality and dates of birth.

6. Identification Documents — Claire Pendleton, Nadia Voss, Reggie Sutherland, and Leanne Burgess, confirming identity, nationality, and dates of birth.

7. OFSI Consolidated List of Financial Sanctions Targets in the UK — full download, April 22, 2024 version, in XML and CSV formats.

8. Bermuda Designated Persons and Entities List — full download, April 22, 2024 version.

9. Screening Logs, generated by Calderwood & Harkness's proprietary screening platform (Compliance Analytics™), including: (a) Batch screening results for all thirteen persons and entities; (b) Partial-match adjudication notes for Fiona Abernathy (OFSI Consolidated List partial match with "Fiona Abernethy" — adjudicated as false positive, with detailed rationale); and (c) Partial-match adjudication notes for Alistair

10. Ironcliff Reinsurance Holdings Ltd. — Corporate Documents and Director List, including certificate of incorporation and current register of directors.

11. Thornberry Insurance Group, PLC — Public Filings (Companies House), including current confirmation statement, register of directors, and register of persons with significant control.

12. Osprey Compliance Policy Summary, provided by Nadia Voss (Chief Compliance Officer), describing Osprey's internal sanctions screening and anti-money laundering procedures. All documents are stored in the secure electronic document management system maintained by Calderwood & Harkness and are accessible to authorized personnel on the matter team. Physical copies of passport and identification documents are maintai

X. Conclusion and Recommendation Based on the comprehensive screening of Osprey Insurance Capital, Ltd., its directors, officers, beneficial owners, and upstream investors against the OFSI Consolidated List of Financial Sanctions Targets in the UK, the Bermuda Designated Persons and Entities List, and (by cross-reference) the OFAC SDN and SSI Lists, the EU Consolidated Sanctions List, and the UN Security Council Cons

XI. Signature block and Disclaimers Prepared by: ________________________________________ Daniel Obi Lead Associate, Banking & Finance Group Calderwood & Harkness LLP 125 Broad Street New York, NY 10004 Date: April 26, 2024 ________________________________________ Lisa Morrow Working Associate, Banking & Finance Group Calderwood & Harkness LLP 125 Broad Street New York, NY 10004 Date: April 26, 2024 Reviewed and Appr