Contract analysis

1. Introduction and Purpose This memorandum documents the results of the comprehensive conflict-of-interest check conducted by the Office of General Counsel and the Conflicts Department of Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the proposed engagement of the Firm by Ironhaven Data Centers LLC ("IHDC" or the "Client") for representation in the approximately $600,000,000 ground-up data cente

2. Scope of Conflict Search 2.1 Conflict Check System and Procedures The conflict check was conducted in accordance with the Firm's Conflict of Interest Policy (as most recently revised effective January 1, 2025) and the Virginia Rules of Professional Conduct, Rules 1.7 (Conflict of Interest: Current Clients), 1.8 (Conflict of Interest: Specific Rules), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Conflict

1. Client and its affiliates — IHDC, its equity sponsors, intermediate holding companies, management incentive vehicles, and entities to be formed in connection with the Project;

2. Sellers — All sellers of real property to be acquired in connection with the land assemblage;

3. Lenders and financing parties — The administrative agent, co-lenders, and other participants in the proposed construction loan syndicate;

4. EPC Contractor — The general contractor engaged under the anticipated EPC/GMP contract;

5. Utility provider — The primary electric utility from which the Project will procure power;

6. Title, escrow, and insurance parties — Title companies, title underwriters, insurance carriers (including CGL, builder's risk, surety, D&O), and insurance brokers;

7. Opposing and co-counsel law firms — Law firms representing sellers, lenders, and other counterparties, as well as local counsel to be retained on IHDC's behalf;

8. Consultants and advisors — Land use consultants, environmental consultants, geotechnical engineers, owner's representatives, civil engineers, appraisers, and accountants; and

9. Key individuals — Officers, directors, managing members, and principals of all of the foregoing entities. A complete log of all searches conducted, including search dates, methodologies, and result codes, is set forth in Appendix A to this memorandum.

3. Parties Searched The following tables identify each entity and individual against whom the conflict check was conducted. The information set forth below was obtained from the Client's engagement intake questionnaire, publicly available corporate filings, and preliminary due diligence materials provided by IHDC and its advisors. 3.1 Client and Affiliated Entities The ownership structure of IHDC, as reflected in the

4. Conflict Check Results 4.1 Summary of Findings The conflict search encompassed a total of thirty-one (31) entities and twenty-seven (27) named individuals across all categories described in Section 3 above. Each entity and individual was searched using the parameters and methodologies described in Section 2.2. A complete search log, including search dates, exact search strings utilized, match algorithms applied, a

5. Informational Notes and Recommendations While no disqualifying conflicts have been identified, the following informational notes and recommendations are provided to the engagement team for awareness and action, as appropriate. 5.1 Prior Summit National Bank, N.A. Representations As described in Section 4.2.3 above, the Firm previously represented Summit National Bank, N.A. ("Summit") as lender's counsel on two unr

1. As a matter of professional courtesy, it is recommended that Douglas Fairchild, as Responsible Partner, inform Karen Ellsworth (Managing Director, Real Estate Finance, Summit National Bank) at an appropriate time that Calderwood & Harkness LLP represents the borrower/developer in the Stonebridge Campus construction financing. This communication should make clear that the Firm is representing IHDC (through the to-b

2. It is confirmed that no Calderwood & Harkness attorney currently staffed on Matter No. 1043-00002 (Fairchild, Fontaine, Ho, Nakamura, Hartwell) worked on either of the prior Summit matters (Matter Nos. 1043-00002 and 1043-00002). The prior Summit matters were staffed exclusively by Nathan Greaves, Victoria Liang, and Derek Chandra, none of whom are assigned to or have been consulted in connection with the Stonebri

6. Conclusion and Clearance Based on the comprehensive conflict-of-interest check described in this memorandum, no disqualifying conflicts of interest have been identified that would prevent Calderwood & Harkness LLP from representing Ironhaven Data Centers LLC in connection with the Stonebridge Data Center Campus development, Matter No. 1043-00002. The engagement is cleared to proceed. The informational note regardi

7. Sign-Off Prepared by: ________________________________________ Angela Fontaine Billing Partner, Real Estate Practice Group Calderwood & Harkness LLP Date: March 12, 2025 Reviewed by: ________________________________________ Margaret H. Colvin Deputy General Counsel Office of General Counsel Calderwood & Harkness LLP Date: March 12, 2025 Approved by: ________________________________________ Douglas Fairchild Respon

1. No confidential information obtained by the Firm during either of the prior Summit representations (Matter Nos. 1043-00002 and 1043-00002) is relevant to, or could be used in connection with, the Stonebridge Data Center Campus development (Matter No. 1043-00002).

2. No Calderwood & Harkness personnel currently assigned to the Stonebridge Campus engagement team — including Douglas Fairchild, Angela Fontaine, Cynthia Ho, Grace Nakamura, and Sylvia Hartwell — were staffed on, contributed to, or had access to the work product or confidential information associated with either of the prior Summit matters. The prior Summit matters were staffed exclusively by Nathan Greaves (Partner

3. No ongoing attorney-client relationship exists between Calderwood & Harkness LLP and Summit National Bank, N.A. Both prior matters are fully closed, and no retainer, standing engagement, or general representation arrangement is in effect.

4. The prior representations of Summit do not give rise to a disqualifying conflict of interest under Virginia Rules of Professional Conduct 1.7, 1.9, or 1.10, and do not require the informed consent of Summit or any other party for the Firm to proceed with the representation of IHDC in the Stonebridge Campus engagement. END OF MEMORANDUM This memorandum, including Appendices A and B, constitutes the complete conflic